Service Level Agreement

Verato offers an Uptime Service Level Agreement (“SLA”) program, a Response Time SLA program, and a Transactions Per Second SLA program to its customers that are compliant with the terms and conditions of their respective licensing subscription, Master Services Agreement, Product Order or Service Order, and the content of this Verato Technical Support Guide, which is available in the Verato Support Portal (collectively the “Controlling Documents”). A customer’s environment that is non-compliant with the Controlling Documents is not covered by Verato’s SLAs set out herein. 

Definitions

• Downtime means the amount of time (measured in full minutes and aggregated in a Given Month) that the Verato Product or Verato Service selected for use by the customer is not available due to any outages, material performance degradation, or service interruptions attributable only to Verato, and is comprised of Unplanned Outages. For the sake of clarity, Third Party Unavailability is excluded from both the determination of Downtime and the calculation of Uptime Service Credit.
• Given Month means the calendar month in which an event occurs.  
• Response Time means the elapsed time (measured in the time units shown below) commencing when an interactive request is received by the API assigned to the customer-selected Verato Product or Verato Service, and ending when a response is transmitted by Verato to the customer through that same API. Response Time will not be measured during periods of Unplanned Outages.
• Scheduled Maintenance means the period(s) of time (measured in full minutes and aggregated in a Given Month) during which Verato intentionally renders the customer-selected Verato Product or Verato Service unavailable for customers’ use so as to allow Verato to perform system maintenance. Verato will notify the customer at least seven (7) calendar days in advance of Verato performing Scheduled Maintenance through reasonable communication channels such as email and/or the Verato Customer Support Portal (see support.verato.com).
• Third Party means any vendor, service provider, or external dependency that (a) provides services to Verato pursuant to separate contractual arrangements, and (b) is outside of Verato’s reasonable control. By way of example only, a Third Party may include cloud hosting providers, identity management providers, data warehousing platforms as well as other similar providers and services.  
• Third Party Unavailability means the amount of time (measured in full minutes and aggregated over a Given Month) that the customer-selected Verato Product or Verato Service is not available to that customer due to outages, service degradations, incidents or service impacts attributable to a Third Party. Third Party Unavailability is excluded from both the determination of Downtime and the calculation of Uptime Service Credit.
• Transactions Per Second and “TPS” means the number of transactions processed by a customer’s respective Verato Product or Verato Service in one second.
• Unplanned Outages means the amount of time (measured in full minutes and aggregated over a Given Month) that the customer-selected Verato Product or Verato Service is unavailable to that customer, for one (1) minute or more, on any given occasion other than when either Scheduled Maintenance or Third Party Unavailability is occurring, and excludes events in which a customer’s Transactions Per Second limits are exceeded. Unplanned Outages must conform with the process set out in the Controlling Documents wherein both the customer and Verato agree that the Unplanned Outage constitutes a Level 1 – Critical case. The calculation of Unplanned Outages excludes times when the customer is not using the selected Verato Product or selected Verato Service, or when the customer is unable to access or use the selected Verato Product or Verato Service due to: i) issues the customer is experiencing with their own network or systems; ii) any incidents, service impacts, or outages resulting from or attributable to a Third Party Unavailability; iii) improper use of the Verato Service by the customer (for example, untested code in production, sudden increase in volume of transactions, unrecognized integration points, repeated submission of calls/flaws in retry logic); and/or iv) force majeure events as set out in customer’s respective master services agreement entered into with Verato.
• Uptime means the amount of time (measured in full minutes and aggregated over a Given Month) that the customer-selected Verato Product or Verato Service was available for the customer’s access and use, and accounts for Scheduled Maintenance, Third Party Unavailability and Downtime that the customer experienced in that Given Month. Uptime is further classified as (a) “Gross Uptime” which is calculated as (the total number of minutes in a Given Month) minus (all Scheduled Maintenance in that Given Month) and minus (any Third Party Unavailability in that Given Month), and (b) “Net Uptime” which is calculated as (the Gross Uptime) minus (all Unplanned Outages in that Given Month). See the example set out in Table 5 below.
• Uptime Percentage means the percentage of time (occurring over a Given Month) that the customer-selected Verato Product or Verato Service is available for the customer’s use, and is calculated by dividing (the Net Uptime in the Given Month) by (the Gross Uptime) (see the example set out in Table 5 below). Because Third Party Unavailability is excluded from Downtime, Third Party Unavailability does not impact the calculation of Uptime Percentage (as shown in Table 5 below) or Uptime Service Credits as calculated in Table 6 below. Example Uptime Percentage Calculation in Table 5 is for illustrative purposes only. 

Table 5

Uptime Service Level

Should Verato not deliver one hundred percent (100%) Uptime Percentage in a given month, Verato shall credit the customer according to the formula set out in the table below. 

Table 6

Verato will undertake commercially reasonable measures to ensure that Uptime equals 100% during each calendar month provided that any Unplanned Outage occurring as a result of circumstances beyond Verato’s reasonable control (see the definition of Unplanned Outage above) shall not be considered to be an Unplanned Outage. 

It should be noted that the performance and availability of the customer-selected Verato Products or Verato Services are directly dependent upon the quality of the customer’s internet connection. Failure of the customer’s internet connection to maintain satisfactory throughput and latency is outside the scope of Verato’s responsibility, is not considered to be an Unplanned Outage and thus is not included in the calculation of Downtime or Uptime Percentage, and should be addressed by the customer directly with the customer’s internet service provider. Moreover, Verato is not responsible for either internet infrastructure failures or for types of Third Party Unavailability, and as such the customer’s ability to receive Uptime Service Credit only applies to those components within the Verato’s hosting obligations and server farm. 

Response Time Service Levels

Response Time Targets

The response times under which the Verato Service is expected to perform (the Response Time Targets or RTTs) for certain specific transactions are set out in the table below. 

Table 7

Response Time Service Level Credits

Should Verato not meet the Response Time Targets listed in the table above, Licensor shall credit the customer according to the formula set out in the table below. 

Table 8

Transaction Service Level

The standard Transaction Per Second (TPS) for each of a customer’s respective Product or Service is (a) ten (10) TPS for a production environment, and (b) three (3) TPS for a non-production environment. For additional information regarding Verato’s non-standard Transactions Per Second, please reference the support article entitled “Throughput and Infrastructure”. 

A non-standard Transaction Per Second allocation is available for custom requirements for an additional fee; wherein (a) for customers not participating in the Verato MDM Cloud Platform, such customized TPS is set out in the customer’s respective Product Order or Service Order, and (b) for customers that are participating in the Verato MDM Cloud Platform, such customized TPS will be determined by the Platform Tier set out the customer’s Service Order (the TPS for each type of Platform Tier can be referenced here:  https://verato.com/verato-mdm-cloud-products). 

Credits

The “Uptime Service Credit” is calculated pursuant to the formula set out in Uptime Service Level above (see Uptime Percentage Definition above), and the “Response Time Service Credit” is calculated pursuant to the formula set out in Response Time Service Level Credits above (Table 8) (collectively the “Calculated Credit”). So long as the customer has obtained an Uptime Report and/or a Response Time Report, and such Report(s) evidence that the customer is entitled to a Calculated Credit, upon the customer’s request to Verato’s accounting department, the customer will receive the appropriate Calculated Credit(s) due; however, the customer will not receive a Response Time Service Credit if an Uptime Service Credit is available for the same event. In order to receive a Calculated Credit for a specific period of Downtime, Customer must: (a) have previously submitted a ticket via Verato’s Support Portal for resolving the Downtime issue (the “Support Ticket”), (b) customer’s request for the Calculated Credit must identify the specific Downtime by referencing the confirmation number assigned to the Support Ticket, and (c) customer’s request for the Calculated Credit must be submitted within ten (10) business days of Customer filing the Support Ticket.