Service Level Agreement

Last updated: July 12, 2024

This Service Level Agreement (“SLA”) is incorporated into and forms part of the Agreement.  Capitalized terms not defined in this SLA have the meanings set forth in the Agreement.

1. SOCI PLATFORM SERVICE COMMITMENT  

SOCi shall use reasonable commercial efforts to (i) monitor and maintain the Platform host servers and to ensure connectivity, availability, and operation of the host servers on the Internet consistent with SOCi’s Platform availability (“Availability”) set forth below; (ii) monitor hardware and systems software and environmental controls; and (iii) provide SOCi’s standard activity and service level reporting.  This Platform Availability SLA states Customer’s sole and exclusive remedy for any Service Level Failure (defined below).

2. PLATFORM AVAILABILITY

SOCi shall use commercially reasonable efforts to maintain the Availability uptime of at least 99.5% of the time during any calendar month, excluding (i) Scheduled Maintenance (as defined below); (ii) unavailability caused by acts or omissions of Customer or its Users; (iii) unavailability caused by any of the Networks, publishers, third-party integrations or bandwidth limitations outside of SOCi’s own control; (iv) issues arising from problems in the software, firmware or hardware of SOCi’s suppliers; (v) hacks, malicious introduction of viruses, disabling devices, and other forms of attacks that disrupt access to the Platform; (vi) power outages or other telecommunications, SOCi’s hosted service provider or Internet failures; or (vii) other events outside of SOCi’s control. As to subsections (iv) and (v), such events will be included in the calculation of Availability if the outage could have been prevented by reasonable and customary precautions by SOCi, for which precautions were not taken.

The Availability of the Platform for a given calendar month during the Subscription Period (defined below) will be calculated based on the following formula, with SOCi’s records and data as the sole basis for all SLA calculations and determinations:

Total minutes in the month (“TMM”);

Total minutes in month unavailable (“TMU”); and

Availability = ((TMM-TMU) x 100)/TMM.

3. SERVICE CREDIT

In the event SOCi fails (“Service Level Failure”) to meet the Availability during any calendar month during the subscription period in the Order Form (“Subscription Period”), Customer will be eligible to receive a service credit (“Service Credit”) as further outlined in the table below.  For avoidance of doubt, Fees shall be limited to the prorated monthly amount attributable to the Subscription Services and excludes any setup fees or professional service fees.

Customer Must Request Service Credit.  In order to receive a Service Credit, Customer must: (i) report the Service Level Failure to SOCi immediately on becoming aware of it; and (ii) requests such Service Credit in writing (email will suffice) within one week of the Service Level Failure.

Maximum Service Credit.  The aggregate Service Level Credit issued to a Customer during any month will not exceed fifteen percent (15%) of the prorated monthly amount the Fees.  Service Credits may not be exchanged for, or converted to, monetary amounts.  Unused Service Credits automatically terminate upon the expiration or termination of the Agreement.

4. SCHEDULED MAINTENANCE

SOCi has a scheduled maintenance window of 11:00 p.m. SOCI ET to 6:00 a.m. SOCI ET on weekends (Friday night, Saturday night, or Sunday night), provided that it may change the maintenance window to a different period on advance notice to Customer. SOCi makes every effort to minimize impact for Customers using the Platform. SOCi accomplishes this by typically utilizing only one or two maintenance windows per month and performing operations to minimize Customer impact.  “Scheduled Maintenance Window” means the designated time periods during which SOCi may limit or suspend access to the SOCi Platform so that planned maintenance may be performed.

5. EMERGENCY MAINTENANCE

SOCi reserves the right to perform any required emergency maintenance work outside of the Scheduled Maintenance Window (“Emergency Maintenance”). SOCi will use reasonable efforts to notify Customer (within the Platform) before commencing any Emergency Maintenance, unless such advance notice is not possible under the circumstances, outside of the Scheduled Maintenance Window and will use reasonable efforts to limit impact to Customer.  Where advance notice of Emergency Maintenance is not possible, SOCi will provide prompt notice of such Emergency Maintenance as soon as it is commercially reasonable to do so.

6. ISSUES AND RESOLUTION TIMES

*Issues do not include those resulting from (i) use of the Platform or Subscription Services in combination with other products or services not provided by SOCi; (ii) use of the Platform or Subscription Services by Customer for purposes prohibited by, not intended by, or outside the scope of, the rights to use granted to Customer; (iii) Customer’s failure to use the Platform or Subscription Services in accordance with instructions provided by SOCi; (iv) caused by Customer or Customer’s Users; (v) issues originating from the Networks, Third-Party Services, or publishers that are outside of SOCi’s control; or (vi) hosting service provider.

**All resolution or mitigation times are target timelines and are measured after the time to diagnose and propose a resolution or mitigation strategy.  Any resolution time listed above is not applicable if such resolution or mitigation depends on one or more of the Networks, publishers, third-party applications, or services not controlled or managed by SOCi.

7. CUSTOMER SUPPORT

SOCi will provide Customer with standard support via support ticketing requests directly within the SOCi Platform and during regular business hours in the time zone where Customer is located.