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Service Level Agreement
and Support Terms

Last Updated June 12, 2020

1. Definitions.

Emergency Downtime” means such time as the Software is offline due to a short-term emergency condition.

Error” means a failure of the Software to conform to the specifications set forth in the Documentation, resulting in the inability to use, or material restriction in the use of, the Software.

Excused Downtime” means any downtime that is Maintenance Downtime or Emergency Downtime.

Maintenance Downtime” means such time as the Software is offline for maintenance or backup purposes, provided that the incident is scheduled with Customer at least twenty-four (24) hours in advance.

Monthly Availability Percentage” means the percentage of time over the course of each calendar month during the Term, excluding Excused Downtime, that the Software is available for use by Customer.

Service Credit” means a number of days that will be added to the Subscription Term for each failure the meet the required Monthly Availability Percentage in a given month as set forth in Table 1, below.

Start Time” means the time at which Celona first becomes aware of an Error.

Update” means either a Software modification or addition that, when made or added to the Software, corrects the Error, or a procedure or routine that, when observed in the regular operation of the Software, eliminates the practical adverse effect of the Error on Customer.

2. Hosted Software Availability. The Software will have a Monthly Availability Percentage equal to or greater than 99.0%. If the Monthly Availability Percentage does not meet or exceed the required percentage in any calendar month, and if Customer otherwise meets its obligations set forth in this Service Level Agreement, then Customer will be entitled to receive Service Credit as set forth in Table 1, below.

3. Support. During the Term, Celona will provide maintenance and support to Customer described below (“Support”):

3.1 Standard Customer Support. Celona will provide Support to Customer to resolve Error(s) in accordance with this Exhibit A. Customer may access Support 24x7x365 via email and web-based chat bot. Celona will reasonably determine the priority level of Errors and take the actions described in Section 4, below.

3.2 Updates. Following report of an Error by Customer to Celona, Celona will make commercially reasonable efforts to provide an Update designed to solve or bypass a reported Error.

4. Error Response Service Levels. Celona will use commercially reasonable efforts to adhere to the response and resolution times (measured from the Start Time) for Errors as set forth below in Table 2, below. Response times noted are measured in business hours, and business hours for Celona are from 8am-6pm Pacific.

5. Conditions, Exclusions, and Termination of Support Service.

5.1 Conditions for Providing Support. Celona’s obligation to provide Support is conditioned upon the following: (a) Customer makes reasonable efforts to solve the Error after consulting with Celona; (b) Customer provides Celona with sufficient information and resources to correct the Error, as well as any and all assistance reasonably requested by Celona in discovering and addressing the Error; and (c) Customer procures, installs and maintains all equipment, telephone lines, communication interfaces and other hardware necessary to operate the Software.

5.2 Exclusions from Celona’s Support. Celona is not obligated to provide Support in the following situations: (a) the problem is caused by Customer’s negligence, hardware malfunction (e.g., Customer’s owned or controlled infrastructure, systems and servers) or other causes beyond the reasonable control of Celona; (b) the problem is with third party software not licensed through Celona; or (c) Customer has not paid the fees within 30 days after such amount becomes due.

5.3 Suspension of Support. Celona reserves the right to suspend performance of the Support if Customer fails to pay the fees within 30 days after such amount becomes due.