Service Level Agreement

This Service Level Agreement forms a part of the Master Software and Services Agreement (“Agreement”) entered into by and between Sanas and Customer.

All capitalized terms used herein shall have the meaning set forth in the Agreement, unless otherwise defined herein.  

During the relevant term set forth in a valid and executed Order Form and subject to the terms of the Agreement and any limitations stated herein, Sanas will provide the following support and maintenance services to Customer. 

1. Scope 

1.1 Dates and reviews 

• This SLA commences on the Effective Date, as defined in the Agreement, and remains in effect for the Subscription Term specified in the executed Order Form.
• The SLA is subject to review at any mutually agreed-upon point and will be reassessed in the event of changes to the Customer's needs or uses.

1.2. Services Covered 

• This SLA specifically addresses the Software Services offered by Sanas to the Customer.
• It exclusively pertains to the defined Software Services and does not provide assurances or representations regarding the provision or availability of any other services offered by a third party.

2. Exclusions 

2.1 The SLA is drafted in good faith, with Sanas committing to address and resolve issues promptly to the best of its abilities.

However, there are exclusions. This SLA does not apply to:

• Any equipment, software, services, third party or otherwise, not explicitly listed in a valid Order Form.
• Software, equipment, or services not procured via and managed by Sanas.

2.2 Additionally, this SLA does not apply when:

• Issues arise from using equipment, software, or services in a manner contrary to recommendations.
• Unauthorized changes are made to the configuration or setup of affected equipment, software, or services.
• Customer hinders Sanas from performing necessary maintenance and update tasks.
• Issues are caused by unsupported devices, equipment, software, or other services.

2.3 The SLA does not apply in circumstances reasonably considered beyond Sanas' control, such as floods, war, acts of God, civil unrest, and similar events.

2.4 The SLA is not applicable if the Customer is in breach of its contract with Sanas for any reason, including late payment of fees, improper use, or violation of terms.

3. Responsibilities 

3.1 Sanas’ Responsibilities

Sanas is committed to:

• Ensuring the availability of relevant Software and Software Services, for the Customer as required.
• Responding to support requests within a reasonable timeframe.
• Taking necessary steps to escalate and resolve issues in a timely and appropriate manner.
• Maintaining consistent and effective communication with the Customer throughout the engagement

3.2 Customer’s Responsibilities 

Customer’s responsibilities and obligations in support of this SLA include the following:

• Use Sanas-provided Software in accordance with its intended purpose.
• Notify Sanas promptly of any issues or problems along with detailed information about the issue including the error messages, logs and screenshots.
• Provide Sanas with access to equipment, software, and services for maintenance, updates, troubleshooting and fault prevention.
• Always sustain open and effective communication with Sanas and maintain updated contact information for escalation.
• Making a representative available (i) for regular meetings to review the SLA and (ii) to consult with Sanas for resolving service-related incidents or requests.

4. Service Levels

4.1 Sanas shall provide Customer with 99.0% availability to the Service (the “Service Availability”); and provide email or call or chat support for the Service to Customer on an 18x5x252 basis (“Service Support”). 

4.2 Service Support shall only include assistance with issues which are exclusively due to an error with the Service (i.e., a failure of the Service to conform to the written specifications provided by Sanas). 

4.3 Any support outside the scope of Service Support shall be provided by Sanas on a time and materials basis. 

4.4 The Service Availability will be measured on a monthly basis, with all hours weighted equally, but the Service Availability measurement will exclude reasonable scheduled downtime for system maintenance as well as any downtime resulting from outages of third-party connections or utilities or other reasons beyond Sanas’ control.

5. End of Life and Security Vulnerability Update:

5.1 End of Life of Software: 

5.1.1 Sanas acknowledges that all Software have a lifecycle, and at its sole discretion, may determine the “End of Life” or “EOL” for any Software under its control.

5.1.2 In the event of Software reaching its designated EOL, Sanas reserves the right to discontinue support, maintenance, and updates for said application.

5.1.3 Sanas will make reasonable efforts to provide advance notice to the Customer regarding the EOL of Software, allowing the Customer ample time to plan for migration or transition to a supported version or alternative solution.

5.2 Security Vulnerability Updates: 

5.2.1 Sanas is committed to addressing security vulnerabilities promptly and efficiently.

5.2.2 If Sanas identifies a security vulnerability in Software under its control, Sanas will make reasonable efforts to provide Customer with security updates and patches to mitigate such vulnerabilities.

5.2.3 Customer acknowledges the importance of promptly implementing security updates to maintain the security and integrity of the application.

5.3 Customer Agreement for Security Updates: 

5.3.1 Customer agrees to promptly review and respond to security update notifications provided by Sanas.

5.3.2 If the Customer disagrees with or refuses to implement a security update deemed necessary by Sanas, and such disagreement poses a potential risk to the security of Software, Sanas reserves the right to cease further support for the Software.

5.4 Release from Liability

5.4.1 In the event that the Customer refuses to implement necessary security updates or fails to migrate from an application at its EOL, and such actions result in security breaches or other adverse consequences, Customer acknowledges and agrees that Sanas shall not be held responsible for any damages, losses, or liabilities incurred by Customer.

5.4.2 Sanas shall not be liable for any interruption of services or any adverse effects resulting from the discontinuation of support for an application at its EOL due to the Customer's non-compliance with security update requirements.

6. Error Response Times

An “Error” means an error in the Services which significantly degrades the Services as compared to Sanas’ published performance specifications. For each Error reported by Customer, Sanas shall (i) assign a priority level to such Error in its discretion in accordance with the table below, and (ii) respond to Customer and provide status updates in accordance with the time periods set forth in the table below.
 

The business hours listed above follow United States (USA) Eastern time, specifically from 8:00 AM to 5:00 PM Pacific Time.

7. Service Credits

7.1 If the Software Service is unavailable to Customer due to defects with the service beyond the Service Availability metric, or if Sanas fails to respond to a Customer Error report within the allotted time frame, then, as Customer’s sole and exclusive remedy (and Sanas’ sole liability), for each full hour in a month that the Service is unavailable beyond the Service Availability metric and for each such response failure, Sanas will credit Customer with one (1) day of free access to the Service. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of one (1) free month of access to the Services. Further, Sanas will not grant a credit for any period in which Customer received any Services free of charge. Sanas’ blocking of data communications in accordance with its policies shall not be deemed to be a failure of Sanas to provide adequate service levels under this Agreement.

7.2 In order to receive service credits, Customer must notify Sanas support team at support@sanas.ai in writing within seventy-two (72) hours from the time of downtime, or response failure (as applicable), and failure to provide such notice will forfeit the right to receive downtime credit.

8. Review and updates:

This SLA is subject to periodic review and updates to meet evolving business needs. Changes will be communicated in advance.

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