Last updated: November 20, 2023
Service Level Agreement
This Exhibit A “Service Level Agreement” (or “SLA”) is made a part of and incorporated by reference into the Order Form and MSA between AllSpice and Customer.
- Definitions. For purposes of this Service Level Agreement, the following terms have the meaning ascribed to each term below:
“Downtime” means if Customer is unable to access the Service by means of a web browser and/or API as a result of failure(s) in the Service or architecture, as confirmed by AllSpice.
“Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.
“Service Credit” means the number of days that AllSpice will add to the end of the Term, at no charge to Customer.
- Service Level Warranty. During the Term, the Service will be operational and available to Customer at least 99.5% of the time in any calendar month (“Service Level Warranty”). If the Monthly Uptime Percentage does not meet the Service Level Warranty in any calendar month, and if Customer meets its obligations under this Agreement, then Customer will be eligible to receive Service Credit as follows:
| Uptime | Days Credited |
| < 99.5% – ≥98.0% | 3 |
| < 98.0% – ≥ 95.0% | 7 |
| < 95.0% | 15 |
- Customer Must Request Service Credit. In order to receive Service Credit, Customer must notify AllSpice within 30 days from the time Customer becomes eligible to receive a Service Credit under the terms of this Agreement. Failure to comply with this requirement will forfeit Customer’s right to receive Service Credit.
- Maximum Service Credit. The aggregate maximum amount of Service Credit to be issued by AllSpice to Customer for all Downtime that occurs in a single calendar month will not exceed 15 days. Service Credit may not be exchanged for, or converted into, monetary amounts.
- Exclusions. The Service Level Warranty does not apply to any performance issues that: (i) are caused by riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, earthquakes, or any other causes that are beyond AllSpice’s reasonable control so long as AllSpice uses commercially reasonable efforts to mitigate the effects of such force majeure; (ii) resulted from any aspect of the Customer Environment or third party equipment or service (e.g. Customer’s internet connection or host), or both; or (iii) resulted from Customer’s violation of the Agreement.
- Exclusive Remedy. This Service Level Agreement sets forth Customer’s sole and exclusive remedy for any failure by AllSpice to meet the Service Level Warranty.
Support Services
This Exhibit B “Support Services” is made a part of and incorporated by reference into the Order Form and MSA between AllSpice and Customer and sets forth the terms on which AllSpice provides Support to Customer for the Service.
- Definitions.
“Error” means a failure of the Service to conform to the published specifications, resulting in the inability to use, or material restriction in the use of, the Service.
“Escalation” means the process by which AllSpice will work continuously, and at multiple levels of its organization, to resolve an Error if not resolved within the specified Resolution Time set forth in Section 4, below.
“Start Time” means the time at which AllSpice first becomes aware of an Error during AllSpice’s regular business hours, following initiation of a Support case by Customer in accordance with Sections 2 and 3, below.
- General. During the Subscription Period, AllSpice will provide the Support described in this Exhibit B. AllSpice provides Support during normal business hours (9am – 5pm, Eastern time, Monday – Friday).
- Contacts. Customer may initiate a Support case by emailing [email protected]. Customer may initiate an unlimited number of Support cases.
- Cloud and Dedicated Server Priority Levels and Timeframes. AllSpice will establish the Priority Level of an Error and the corresponding Support case in its sole discretion and will use its best efforts to adhere to the Response Times and Resolution Times set forth below. If an Error is not addressed within the Resolution Time set forth below, AllSpice will commence an Escalation.
| Priority Level | Description | Response Time | Resolution Time |
| 1 | Major Impact: The Service is inoperable with a serious degradation in performance due to an Error in the Service where all Authorized Users cannot reasonably continue to use the Service because of the Error, the Error cannot be circumvented with a workaround, and it affects Authorized User’s ability to perform its business. | up to 2 hours | up to 8 hours |
| 2 | Moderate Impact: An Error in the Service for all Authorized Users causes performance to be significantly degraded such that use of the Service is materially impaired, but the Error can be circumvented with a workaround. | up to 4 hours | up to 24 hours |
| 3 | New User Onboarding Issues: New Users of the Service experience an onboarding issue (e.g., related to setup and configuration of the Service related to the Service). | up to 24 hours | up to 3 days |
| 4 | Minor Impact: An Authorized User experiences a performance, operational, or functional issue in its use of the Service, attributed to an Error in the Service, that can be circumvented with a workaround, and the Error causes only minimal impact to the User’s ability to use the Service. | up to 48 hours | up to 5 days |
| 5 | General Questions: No issue with performance or operation of the Service. These include standard questions on API configuration, dashboard functionality, enhancement requests, or documentation clarification. | up to 48 hours | up to 7 days |
- Conditions, Exclusions, and Termination.
- Conditions. AllSpice’s obligation to provide Support is conditioned upon the following: (i) Customer makes reasonable efforts to solve the Error after consulting with AllSpice; (ii) Customer provides AllSpice with sufficient information and resources to correct the Error, as well as any and all assistance reasonably requested by AllSpice; and (iii) Customer procures, installs, and maintains all equipment, telephone lines, communication interfaces and other hardware necessary to access and operate the Service.
- Exclusions. AllSpice is not obligated to provide Support in the following situations: (i) the problem is caused by Customer’s negligence, hardware malfunction, or other causes beyond the reasonable control of AllSpice; (ii) the problem is with the Customer Environment including and third party software not licensed through AllSpice including the Service; or (iii) Customer fails to pay any amount that is payable to AllSpice within the timeframe for payment specified in the MSA.
- Termination. AllSpice reserves the right to conclude its performance of a Support case when, in its reasonable discretion, AllSpice determines that it has provided a satisfactory resolution or workaround to the Error.