Effective date:  June 2, 2021

This Service Level Agreement (“SLA”) is an attachment to the Master Services Agreement executed between CrowdSmart and Customer and is hereby incorporated therein by this reference.  This SLA represents the standard customer support and service levels offered by CrowdSmart.  If Customer has paid for additional features or support not included in this standard SLA, such additional features or support will be listed in a Statement of Work. 

All issues reported to the CrowdSmart customer support department (“CrowdSmart Support”) are classified and directed to the appropriate team for resolution.  Issues are classified under five severity levels as shown in Table 1.  A CrowdSmart Support representative will determine the severity level based on the description provided by Customer. Once a case is created, CrowdSmart will use commercially reasonable efforts to respond as explained in Table 2 within a timeframe shown in Table 3.  CrowdSmart’s ability to replicate and resolve Customer issues will depend on accurate and detailed information supplied by Customer. 

Table 1:  Issue Severity Definitions

Table 2: Issue Response Types

Table 3: Issue Response Times

CrowdSmart Support is second line and available to Customer’s authorized support personnel. Customer will keep CrowdSmart advised from time to time of its authorized support personnel. 

Subject to reasonable variation depending on the level of severity, Users will contact Customer’s internal help desk for Level 1 customer support. If Customer’s internal help desk cannot resolve the issue, the problem will be escalated by Customer to CrowdSmart Support. A ticket will be opened in the CrowdSmart Issue Tracking System.  In all communications between the parties, both CrowdSmart and Customer’s authorized support personnel will identify issues by the CrowdSmart ticket number.  CrowdSmart will communicate status updates (“Follow Ups”) to the original requestor via email or telephone or both, as appropriate

E-Mail Support

Customer’s authorized support personnel may report Severity 1-4 issues by e-mail to support@crowdsmart.ai. CrowdSmart welcomes Customer feedback and comments and Customer may forward such information to CrowdSmart by e-mail to support@crowdsmart.ai.

4.1 Scheduled Maintenance

Customer will appoint one of its authorized support personnel to act as a liaison between CrowdSmart Support and Users for maintenance scheduling issues.  That person is referred to herein as the “Company Administrator.”   The Company Administrator will be responsible for notifying Users of CrowdSmart regularly scheduled maintenance and exceptions. For exceptions to this standard schedule, the Company Administrator will be contacted in advance.  This provision applies to the Production environment only.  At CrowdSmart’s discretion, CrowdSmart can perform maintenance (scheduled or unscheduled) at any time on the Staging, Testing, and Configuration environment.

4.2 Unscheduled Emergency Maintenance  

CrowdSmart Support will notify the Company Administrator of any emergency maintenance downtime as soon as possible.  The Company Administrator will be responsible for notifying Users.  

4.3 Maintenance Services 

CrowdSmart reserves the right to perform Maintenance Services on the Software.  Maintenance services means all activities CrowdSmart deems necessary, in its sole discretion, to provide the CrowdSmart Software to Customer as a service in accordance with this agreement, including but not limited to code changes, system configuration changes, etc.

In the event Customer feels an issue merits additional attention, or if any response or followup time is not met as set forth herein, Customer’s authorized support personnel may escalate the issue by phoning (408) 307 6560 and requesting to speak directly with a Customer Support Manager. 

6.1 Definitions

1. “Required Monthly Availability” means the total number of minutes in the applicable month, minus the Excused Downtime Minutes for that month.
2. “Outage” means the number of minutes that the System is unavailable to Customer during a given period of time. 
3. “Excused Downtime Minutes” means the total number of minutes in a month that the System is not available resulting from (i) scheduled or emergency maintenance downtime as set forth in Section 4, (ii) unscheduled downtime requested by Customer, or (iii) downtime resulting from any exclusion set forth in Section 7.3.
4. “System” means the CrowdSmart production network and environment for the hosted software.
5. “System Availability Percentage” means the percentage derived from the following calculation: Required Monthly Availability minus the aggregate of all Outage minutes in the applicable month divided by the Required Monthly Availability. 

6.2 Availability Percentage

While CrowdSmart strives for 100% uptime, CrowdSmart commits that the Service will be generally available 98% of the time, except as provided below (the “Uptime Commitment”).  General availability will be calculated per calendar quarter, as follows:

Where:

• total means the total number of minutes for the quarter
• nonexcluded means downtime that is not excluded
• excluded means the excused minutes listed under 6.3 Exclusions.

For any partial calendar quarter during which Customer subscribes to the Service, general availability will be calculated based on the entire calendar quarter, not just the portion for which Customer subscribed.  In addition, unavailability of some specific features or functions within the Service, while others remain available, will not constitute unavailability of the Service, so long as the unavailable features or functions are not, in the aggregate, material to the Service as a whole.

6.3 Exclusions

Excused Downtime Minutes include minutes that the System is not available due to circumstances reasonably outside of CrowdSmart’s control, including but not limited to downtime resulting from (a) any Customer-provided content or programming errors; (b) system administration, commands or file transfers performed by Customer or its Users; (c) work or activities performed at Customer’s request;  (d) untimely Customer response time to incidents that require Customer participation for source identification and/or issue resolution; (e) outages that occur between the Scheduled Maintenance Downtime and the Alternative Maintenance Downtime if the outage reasonably could have been prevented by following the Scheduled Maintenance Downtime, (f) failure of non CrowdSmart-managed Customer or User hardware or software, or (g) periods of Scheduled Maintenance Downtime as defined in paragraph 4.1.

CrowdSmart will monitor and measure the performance of the System, including conducting regular capacity and performance testing, to ensure that Customer Data is being processed in compliance with the Monthly Availability Percentage.

CrowdSmart uses several methods to monitor all aspects of the network exposed to the Customer from outside the CrowdSmart network border gateway as well as from inside the network border gateway.

CrowdSmart secures its network, including its network infrastructure, the hosts, and the applications by utilizing the best of breed security practices and products. The products include firewalls, reverse proxies, intrusion detection systems, mutually authenticated encrypted communication channels, and virus/worm interception. Continuous assessment is performed from within and from without to ensure the mechanisms are correctly configured.

Customer’s sole financial remedy, and CrowdSmart’s sole liability, for non-compliance with this SLA shall be a Service Credit (“Service Credit”) in the form of a reduction of the following invoice’s Subscription Fees in an amount equal to the following formula:

(A/B)*C

Where A equals the Service Fee attributable (pro-rated) to the quarter in which the Uptime Commitment was not met;
Where B equals the minutes in the affected month; and
Where C equals the number of non-excluded minutes when the Service was unavailable during that quarter.

For purposes of the foregoing, (a) only the recurring Subscription Fees are used (no Technical Services or other additional fees) and (b) the pro-rated fee attributable to the quarter in which the Uptime Commitment was not met is determined by dividing the annual Subscription Fees by four (4).