Service Level Agreement

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Effective Date: Aug 17, 2023

Unanet Cloud Subscription Services Availability Requirements

Unanet will use commercially reasonable efforts to make the Subscription Services identified on one or more Order Forms, available pursuant to the System Availability Requirement percentage set forth in Table 1 below measured over the course of each calendar month during the Term, excluding unavailability resulting from Scheduled Downtime or Excluded Downtime, each as defined below (the “Availability Requirement”). Unless expressly stated otherwise on the Order Form, this service level agreement (the “SLA”) is incorporated by reference into any executed Order Form, Unanet Cloud Terms & Conditions, and all exhibits and addenda thereto (collectively, the “Agreement”), between Unanet, Inc. (“Unanet”) and the customer (“Customer”) as identified on the Order Form. Capitalized terms not otherwise defined in this SLA are as set forth in the Agreement.

 

System Availability” is defined as the availability of the Unanet Subscription Services over the Internet to receive and process transactions from users and transmit requests and responses to users over the Internet in material accordance with the documentation provided to Customer. System Availability shall be measured over the period of each calendar month, calculated as set forth below; provided that System Availability shall be measured on a prorated basis for the first and last months that this Agreement is in effect. System Availability shall be calculated as described below.

 

Planned System Availability = Available Time in Month – Scheduled IT Outages

Actual System Availability = Planned System Availability – Unscheduled IT Outages

System Availability Level (%) = (Actual System Availability / Planned System Availability) x 100

 

Unanet reserves the right to perform regularly scheduled maintenance of the platform during non-core business hours with reasonable advanced notice. Unanet maintains a standing scheduled maintenance window every Sunday between 5am – 9am EDT (such scheduled maintenance referred to as the “Scheduled Downtime”). Unanet may schedule additional Scheduled Downtimes outside of the standing scheduled maintenance window by providing notification to Customer at least three business days in advance, provided that Unanet reserves the right to schedule emergency Scheduled Downtime without prior notice to Customer in the event Unanet reasonably believes necessary for the security of the Subscription Services and/or Customer Data.

 

Additionally, any downtime caused by factors outside of Unanet’s reasonable control will not be considered downtime for purposes of the System Availability calculation, which includes without limitation: (1) any outage lasting less than five (5) minutes; (2) any Force Majeure Event; (3) Customer’s or its Authorized Users’ Internet connectivity or availability; (4) any downtime resulting from outages of third party connections, networks, facilities, utilities or from Customer systems; and (5) any outage arising out of the actions or inactions of the Customer or its Authorized Users (“Excluded Downtime”).

 

Scheduled Downtime and Excluded Downtime as defined above shall not be considered downtime for measurement of the Availability Requirement.

 

Table 1 –Unanet System Availability Requirement

 

System Availability Requirement (%)

 

Calculation Term

99.9%

Measured monthly

 

If System Availability fails to meet the targeted System Availability Requirements (as listed on Table 1) during any calendar month of the Term of the Order Form, Customer shall receive a pro-rata credit of a portion of the annual Subscription Fees otherwise due to Unanet during such month as set forth below.

 

The credit shall be calculated as follows: 5% of the monthly portion of the annually billed Subscription Fee for the Services per month in which the System Availability levels do not meet the Availability Requirement, plus 0.1% of such monthly portion of the annually-billed Subscription Fee for the Services for every 0.1% increment below the levels of System Availability listed in Table 1. Credits will not accrue if Customer has outstanding invoices to Unanet. Any credit payable to Customer under this Agreement will be issued to Customer in the next Subscription Fees invoice from Unanet to Customer.

 

Unanet has no obligation to provide any credits to Customer unless Customer reports the

unavailability (excluding Scheduled Downtime and Excluded Downtime) causing a failure to meet the Availability Requirement (as defined herein) promptly submitting a ticket or otherwise contacting Unanet technical support upon becoming aware of such Services outage. Additionally, Customer must submit a request for a report and credits within 90 days after the end of the month in which the Services did not meet the Availability Requirement in order to be eligible for the credits described herein. In no event will a service level credit for any monthly service period exceed 100% of the total Subscription Fee that would be payable for that service period if no failure to meet the Availability Requirement had occurred.

 

THE FOREGOING CREDITS SET FORTH UNANET’S SOLE OBLIGATION AND LIABILITY AND CUSTOMER’S SOLE REMEDY FOR ANY FAILURE TO MEET THE AVAILABILITY REQUIREMENT AS SET FORTH HEREIN.