Exhibit B - Service Level Agreement
This Service Level Agreement (“SLA”) is incorporated into and forms part of the Revomo SaaS Subscription Agreement (the “Agreement”) between Revomo, LLC (“Licensor”) and Subscriber. Capitalized terms used but not defined herein have the meanings given to them in the Agreement. In the event of a conflict between this SLA and the body of the Agreement, this SLA controls with respect to its subject matter.
1Definitions
“Availability” means the percentage of Total Minutes in a calendar month during which the Service is accessible to Subscriber’s Authorized Users, calculated as set forth in Section 3.
“Downtime” means any period during which the Service is not accessible to Subscriber’s Authorized Users due to a failure of Licensor’s production systems, as measured by Licensor’s monitoring tools, excluding any periods identified in Section 9 (Exclusions).
“Excluded Minutes” means minutes within a calendar month attributable to the events listed in Section 9 (Exclusions), including Scheduled Maintenance and Emergency Maintenance.
“Severity Level” means the classification of a Service issue as set forth in Section 6.2, determined by Licensor in good faith based on the description provided by Subscriber.
“Total Minutes” means the total number of minutes in the applicable calendar month.
2Availability Commitment
Licensor shall make the Service available with monthly Availability of at least 99.9% (the “Availability Commitment”) during each calendar month of the Term.
3Measurement of Availability
Availability shall be measured per calendar month according to the following formula:
Availability % = ((Total Minutes − Excluded Minutes − Downtime) ÷ (Total Minutes − Excluded Minutes)) × 100
Availability is measured against Licensor’s production environment as a whole, using Licensor’s monitoring systems of record. Licensor’s measurements shall be the authoritative source for determining Availability and Downtime under this SLA.
4Scheduled and Emergency Maintenance
4.1Scheduled Maintenance Window
Licensor reserves a standard maintenance window of Saturdays, 10:00 PM – 2:00 AM US Central Time (the “Maintenance Window”). Scheduled Maintenance will be performed within the Maintenance Window whenever reasonably practicable. Licensor will provide at least forty-eight (48) hours’ advance notice of Scheduled Maintenance via the Status Page and Subscriber’s designated administrator contact.
4.2Cap on Scheduled Maintenance
Scheduled Maintenance shall not exceed eight (8) hours in any calendar month. Minutes of Scheduled Maintenance that comply with this Section 4 shall be treated as Excluded Minutes for purposes of measuring Availability.
4.3Emergency Maintenance
Licensor may perform Emergency Maintenance at any time, without advance notice, where Licensor reasonably determines that immediate action is required to preserve the security, integrity, or availability of the Service. Licensor will notify Subscriber as promptly as practicable via the Status Page. Emergency Maintenance minutes shall be treated as Excluded Minutes only to the extent the underlying cause is itself an Exclusion under Section 9.
5Status Page and Incident Communications
Licensor maintains a public-facing status page (the “Status Page”) reflecting the real-time operating status of the Service. Licensor will post incident notifications, ongoing status updates, and maintenance notices to the Status Page.
For any incident classified as Severity 1, Licensor will provide status updates no less frequently than every sixty (60) minutes from the time of incident acknowledgment through resolution. Within five (5) business days following the resolution of a Severity 1 incident, Licensor will provide Subscriber with a post-incident report describing, at a minimum, the nature and impact of the incident, the root cause, the resolution, and the preventative measures undertaken.
6Support Services
6.1Support Tiers and Hours
Standard Support. Email and ticket-based support is available Monday through Friday, 9:00 AM – 6:00 PM US Central Time, excluding US federal holidays observed by Licensor.
Priority Support (if purchased under an Order Form). Twenty-four (24) hour, seven (7) day on-call response for Severity 1 issues, in addition to the Standard Support hours set forth above for all other Severity Levels.
6.2Severity Levels
Severity 1 – Critical. The Service is unavailable or substantially unavailable to all or substantially all of Subscriber’s Authorized Users, with no reasonable workaround.
Severity 2 – High. A material feature or function of the Service is unavailable or materially impaired, but the Service as a whole remains usable, or a workaround is available with significant operational impact.
Severity 3 – Medium. A non-critical feature or function does not operate as documented, with limited operational impact and a reasonable workaround available.
Severity 4 – Low. Cosmetic issues, documentation questions, feature requests, or other minor matters that do not materially affect Service operation.
6.3Response Time Targets
| Severity | Standard Support | Priority Support |
|---|---|---|
| Severity 1 | Within 1 business hour | Within 1 hour, 24x7 |
| Severity 2 | Within 4 business hours | Within 4 business hours |
| Severity 3 | Within 1 business day | Within 1 business day |
| Severity 4 | Within 2 business days | Within 2 business days |
Response time is measured from Licensor’s acknowledgment of a properly submitted support request via Licensor’s designated support channels. “Business hour” means an hour falling within Standard Support hours.
7Service Credits
7.1Credit Schedule
If Licensor fails to meet the Availability Commitment in a calendar month, Subscriber shall be entitled to request a service credit (“Service Credit”) calculated as a percentage of the monthly Fees for the affected calendar month. For purposes of this Section 7, “monthly Fees” means (a) where subscription Fees are invoiced monthly, the subscription Fees invoiced for the affected calendar month; or (b) where subscription Fees are invoiced annually or for any other period, the subscription Fees in effect for the Services for that period divided by the number of calendar months in that period. In each case, monthly Fees exclude Professional Services fees, one-time fees, add-on, expansion and overage charges, and taxes. Service Credits are calculated as follows:
| Monthly Availability | Service Credit |
|---|---|
| < 99.9% but ≥ 99.0% | 5% of monthly Fees |
| < 99.0% but ≥ 98.0% | 10% of monthly Fees |
| < 98.0% but ≥ 95.0% | 20% of monthly Fees |
| < 95.0% | 30% of monthly Fees |
7.2Cap on Service Credits
In no event shall the aggregate Service Credits issued to Subscriber for any single calendar month exceed thirty percent (30%) of the monthly Fees for that month.
7.3Claim Procedure
To receive a Service Credit, Subscriber must submit a written claim to Licensor at the support address designated in the Order Form within thirty (30) days following the end of the calendar month in which the Availability Commitment was missed. The claim must include (a) the dates and approximate times of the Downtime giving rise to the claim, (b) a description of the impact on Subscriber, and (c) any logs or other supporting documentation reasonably available to Subscriber. Claims submitted after the thirty (30) day period are waived.
7.4Form of Credit; Conditions
Approved Service Credits shall be issued as a credit applied to Subscriber’s next invoice, or, if Subscriber’s subscription has expired, as a refund of the corresponding amount. Subscriber is eligible to receive Service Credits only if (i) Subscriber is in good standing under the Agreement, including current on all undisputed Fees, and (ii) Subscriber is not itself in material breach of the Agreement at the time of the claim.
7.5Sole and Exclusive Remedy
Except for Subscriber’s termination right set forth in Section 8 (Chronic Failure), the Service Credits described in this Section 7 are Subscriber’s sole and exclusive remedy, and Licensor’s sole and exclusive liability, for any failure by Licensor to meet the Availability Commitment.
8Chronic Failure Termination Right
If Licensor fails to meet the Availability Commitment in three (3) or more calendar months during any rolling twelve (12) month period, in each case with monthly Availability below 99.0% (a “Chronic Failure”), Subscriber may terminate the Agreement for cause by providing Licensor with written notice within thirty (30) days following the calendar month in which the third such failure occurred. If Subscriber does not provide notice within that period, Subscriber waives its termination right with respect to that Chronic Failure. Upon such termination, Licensor shall refund to Subscriber any prepaid, unused Fees attributable to the period following the effective date of termination, calculated on a pro rata basis, less the amount of any Service Credits previously issued or payable to Subscriber in respect of the calendar months giving rise to the Chronic Failure. The termination right set forth in this Section 8 is in addition to, and not in lieu of, Subscriber’s right to receive Service Credits under Section 7; together, such Service Credits and the pro rata refund described above are Subscriber’s sole and exclusive remedy, and Licensor’s sole and exclusive liability, for a Chronic Failure.
9Exclusions
The Availability Commitment does not apply to, and Downtime shall exclude, any unavailability, suspension, or termination of the Service, or any other Service performance issues, to the extent caused by or resulting from:
- Scheduled Maintenance performed in accordance with Section 4, and Emergency Maintenance to the extent the underlying cause is itself an Exclusion under this Section 9;
- force majeure events as described in the Agreement;
- acts or omissions of Subscriber or any Authorized User, including misuse of the Service or use not in accordance with the Documentation;
- Subscriber’s equipment, software, network connectivity, or other infrastructure not provided or controlled by Licensor;
- third-party services, integrations, or systems not provided or controlled by Licensor (including identity providers, payment processors, and customer-elected integrations);
- denial-of-service or other attacks targeted at Subscriber or Subscriber’s users specifically, and not at Licensor’s general user base;
- Subscriber’s suspension under the Agreement;
- beta, trial, evaluation, or early-access features expressly identified as such by Licensor; and
- any other cause outside of Licensor’s reasonable control.
10Subscriber Responsibilities
To enable Licensor to meet its obligations under this SLA, Subscriber shall (a) designate one or more administrator contacts authorized to submit support requests and receive incident communications, (b) report suspected Service issues to Licensor through Licensor’s designated support channels with sufficient detail to enable diagnosis, (c) provide Licensor with reasonable cooperation and access (including logs and reproduction steps) needed to investigate and resolve reported issues, and (d) maintain its own network connectivity, devices, and account credentials in a manner consistent with the Documentation.
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