Hosted Services – Service Level Agreement

Hosted Services Contract Exhibit B

This exhibit is in effect only in relation to a signed 

ActiveWorx Hosted Services Agreement,  

Exhibit A, and Exhibit C 

Effective 01/01/2024 

Statement of Intent 

This Service Level Agreement (“SLA”) details the service levels to be provided to Customer by ActiveWorx and any and all applicable Permitted Subcontractors in the ActiveWorx Active Network in connection with the ActiveWorx Platform Service. In the event there is a conflict between the terms and conditions in Exhibit D, and the terms and conditions in this Exhibit B, the terms and conditions in this Exhibit B shall govern and control. 

Objectives of Service Level Agreement 

The objectives of this SLA are: 

  1. To create an environment that is conducive to a co-operative relationship between ActiveWorx and our Customers, to ensure effective support of the ActiveWorx Platform Service. 
  1. To record common priorities, responsibilities, commitments and warranties about the Service provided by ActiveWorx to Customer. 
  1. To define the Service Availability during the Term and the provision for reviews. 
  1. To define in detail the Service Availability to be delivered by ActiveWorx and that can be expected by Customer, thereby reducing the risk of misunderstandings. 
  1. To institute a formal system of objective Service Availability monitoring ensuring that review of the SLA is based on factual data. 
  1. To provide a common understanding of service level requirements, capabilities and of the principles involved in the measurement of Service Availability. 
  1. To provide all parties a single, easily referenced document which caters for all objectives as listed above. 

Period of Agreement 

This SLA will commence upon the Effective Date of the ActiveWorx – Hosted Service Agreement (“HSA Agreement”) entered into between the parties, and shall continue during the Term of the HSA Agreement. 

Coverage & Definition 

This SLA applies to the ActiveWorx Platform Service provided to Customer by or on behalf of ActiveWorx (the “Service”). As used herein, the term (i) “Availability” means the percentage of a particular month (based on 24-hour days for the number of days in the subject month) that the Service is Available and (ii) “Available” means that the content of the Customer’s hosted Data is available for access and use by the Customer.   

Service Level Monitoring 

Actual Service Availability is to be compared with target Availability (as set forth in this SLA) on a monthly basis by ActiveWorx. In the event of a discrepancy between actual and targeted Availability found by either party, ActiveWorx, with reasonable cooperation from Customer, will use its best efforts to identify and resolve the reason(s) for any discrepancies in Availability. 

During the Term, Service Availability monitoring will be performed by ActiveWorx.  Upon request of Customer, ActiveWorx shall provide a monthly report to Customer no later than the tenth (10th) day of the calendar month following the month in which the Service Availability monitoring was performed, which report shall outline the Availability of the Service relative to the commitments set forth in this SLA and provide a comparison of target Availability. 

Service Uptimes 

The Service Availability will be 99.8% or greater. 

DR Process & Recovery Times 

ActiveWorx shall provide a fully managed Disaster Recovery Service that provides for the recovery of the Service and any Customer Data in the event of a natural or man-made disaster affecting the primary data center. For Disaster Recovery, ActiveWorx utilizes separate Regions. This ensures that should there be a regional outage (for example, a major telecom incident) Customer’s site’s disaster recovery is not affected.  ActiveWorx’s primary location is in Virginia and its secondary location is in Ohio.  

ActiveWorx commits to a 48 hour Recovery Time Objective (RTO – the amount of time after a disaster to bring the Service back up and running) and 24 hours Recovery Point Objective (RPO – the data, including Customer Data, that can be recovered as measured back in time prior to the disaster). 

The ActiveWorx Disaster Recovery Service includes the following features and benefits: 

  1. Data backup: To ensure that data is available even after a disaster, ActiveWorx utilizes Amazon Simple Storage Services (S3) for backup and archive storage. With this storage, data is encrypted both at rest and in motion. See description below for further details.   
  1. Ongoing simulated testing: No matter how well a Disaster Recovery Service is designed and implemented initially, things change and that’s why the ActiveWorx Disaster Recovery Service includes ongoing simulated testing, with published results which are documented and upon request delivered directly to the Customer. 
  1. Flexible Recovery Options: Should a disaster occur, ActiveWorx ensures a smooth transition to a new Service environment by working closely with the Customer, for no additional charge, over the next 2 days to determine the best solution going forward. Options include moving production back to the original environment or transitioning the new environment into the primary Service environment going forward (thereby removing the need to transition a second time back to the original data center). 

Network Performance: Internal & External 

ActiveWorx will deliver to Customer  99.8% uptime for internal network performance as defined below in this section. In addition, ActiveWorx will deliver to Customer  network performance meeting or exceeding the specifications listed in this section. 

  1. Network Performance Definitions 
  • “Jitter” means variation in Latency. 
  • “Latency” refers to the amount of time it takes for a packet of data to travel from one point to another. 
  • “Maximum Jitter” is defined as the highest permissible level of jitter within a given period when there is no Network Outage. 
  • “Network Outage” is defined as an unscheduled period during which IP services are not useable due to capacity constraints on the ActiveWorx network, or a hardware or software failure on the ActiveWorx network. 
  • “Packet Loss” is defined as Latency in excess of 10 seconds. 

All Jitter, Latency, and Packet Loss metrics outlined below are monthly averages, unless otherwise noted in this section. 

  1. Internal Network Performance 

ActiveWorx servers reside within a dedicated Virtual Private Cloud (VPC).  Each Customer environment  is provisioned with dedicated virtual App Server(s), Databases, etc.  

ActiveWorx commits 99.8% uptime of the internal network that connects ActiveWorx virtual servers to one another. 99.8% uptime is defined as internal network performance that meets or exceeds the following criteria: 

  • Packet loss <  0.1% 
  • Latency < 5ms 
  • Jitter < 0.5ms within any 15 minute period 
  • Maximum Jitter: 10 milliseconds within any 15-minute period 
  1. External Network Performance 

At least two (2) of the specified networks will meet the performance specifications listed below, at any given time, as measured and determined solely by ActiveWorx. ActiveWorx may change the specific measured hardware devices without prior notice. 

  1. Limitations 

ActiveWorx shall not be responsible for a failure to meet its internal or external network performance obligations with respect to: (a) network performance at Customer’s physical location or internet access point (such as a local DSL/Broadband/Fiber); or (b) failures due to denial of service attacks, except in the event the failure to satisfy such performance obligation is caused by ActiveWorx. 

Cloud Storage 

ActiveWorx  commits  to  provide Customer  with a  99.8%  uptime  of  the  cloud  storage  service.  99.8% uptime for purpose of the cloud storage service is defined as performance of the cloud storage service balancer that meets or exceeds the following criteria: 

Latency to the cloud storage mount point IP address < 5ms. 

A cloud storage failure occurs when the Customer cannot retrieve data through any of the supported protocols, due to problems with hardware and/or software in ActiveWorx’s control. Data retrieval issues caused by problems connecting to the Service not caused by ActiveWorx, including without limitation problems on the Internet caused by third parties, do not constitute failures for purposes of determining uptime for purpose of the cloud storage service. 

Support Response Time 

ActiveWorx will work continuously and expeditiously to resolve any Severity Level 1 Problem or implement a workaround which will make the Service Available to Customer after a Severity Level 1 Problem within four (4) hours of ActiveWorx’s receipt of notification of the Severity Level 1 Problem. If a workaround is required to make the Service Available to Customer, ActiveWorx will provide Customer  with a permanent solution within two (2) Business Days of its receipt of notification of the Severity Level 1 Problem. For any Severity Level 1 Problem, ActiveWorx shall respond to Customer within thirty (30) minutes of ActiveWorx’s receipt of notification of the Severity Level 1 Problem and shall update Customer, to the extent requested by Customer, of the status of remedial efforts being undertaken with respect to the problem and provide Customer reasonable evidence that the causes of such problem have been or will be corrected. In the event that ActiveWorx is unable to make the Service Available to Customer  within four (4) hours or provide a permanent solution within two (2) business days, ActiveWorx shall escalate the issue to the CEO of ActiveWorx. 

As outlined in Exhibit D, “Severity Level 1 Problem” means (i) that the Service is not Available; (ii) that Customer  is experiencing any error, problem or event with the Service that significantly disrupts or interferes with or threatens to significantly disrupt or interfere with Customer’s regular use of the Service’s principal features of archival, storage and retrieval of images and data; (iii) any event, problem or error that effects or threatens to effect the integrity or quality or corrupts or threatens to corrupt images stored, archived or retrieved using the Service; or a consistent degradation of performance that does, or threatens to, significantly impair Customer’s regular use of the Service. Severity Level 1 Problems include, without limitation: 

  1. any event in which a server is down or the Active Ops Service is not responding, 
  1.  any Packet loss of data; and  
  1.  any Routing issue. 

For all Service issues other than Severity Level 1 Problems, ActiveWorx commits to assist Customer  as set forth in more detail in Exhibit D – Helpdesk Support User Guide.  

Upon submission of a support request by Customer, a tracking number will automatically be provided to Customer promptly after opening of the case, and a human support engineer will review the support request within the timeframe listed. 

Domain Name Services (DNS) 

“DNS” means Domain Name Service (aka System and Server). A “period of DNS failure” is any time during which 100% of ActiveWorx’s Domain Name Servers simultaneously fail to respond to requests for name resolution. 

ActiveWorx commits to provide to Customer with Primary DNS availability as follows: 

Primary DNS availability: 98.5%. 

“Primary DNS availability” means the DNS is available and there is no period of DNS failure.  Notwithstanding the foregoing, ActiveWorx does not commit to Primary DNS availability of 98.5% with respect to DNS data across the Internet or the hosting of secondary DNS service for Customer’s primary domain in another location.  Nor does ActiveWorx commit to the aforementioned Primary DNS availability to the extent there are zone inaccuracies due to operator error.   

Physical Security 

ActiveWorx has a Tier-3 Data Center. Tier-3 has redundant capacity components and multiple independent distribution paths serving the data processing footprint which can be maintained concurrently. In a Tier-3 Data Center, maintenance activities and certain unplanned events can occur without interruption to the computing systems. 

Employees are required to wear a badge in order to access the data center.  ActiveWorx does not permit access to the Data Center except by authorized Employees.   

24 x 7 x 365 Engineering Support 

ActiveWorx will maintain support engineers actively on duty 24 hours per day, every day of the year, monitoring ActiveWorx’s network operations center and assisting Customers with errors and support requests. These engineers will provide support by email, telephone or by online chat (if customer supported). 

Conflict of Terms 

In the event of any conflict between this SLA and the Agreement, the Agreement will govern.  In the event of any conflict between the SLA and Exhibit D, the SLA will govern. 

Exceptions 

Notwithstanding ActiveWorx’s obligations set forth in this SLA, except to the extent caused by ActiveWorx, its Permitted Subcontractors or its or their Representatives, ActiveWorx shall not be deemed to be in violation of this SLA due to: 

  1. Failure of access circuits on the ActiveWorx Network, unless such failure is caused, in whole or in part, by ActiveWorx or its Permitted Subcontractors or its or their Representatives; 
  1. Reasonable Scheduled Downtime; 
  1. DNS issues outside the direct or indirect control of ActiveWorx, its Permitted Subcontractors or its or their Representatives; 
  1. Issues with FTP, POP, IMAP or SMTP Customer access;     
  1. E-mail or webmail delivery and transmission; 
  1. DNS (Domain Name Server) Propagation; 
  1. Outages elsewhere on the Internet that hinder access to Customer’s account; 
  1. Browser or DNS caching that may make Customer’s site appear inaccessible when others can still access it. 

ActiveWorx is responsible for areas in or under the possession, custody, or control of ActiveWorx, its Permitted Subcontractors and its and their Representatives including, without limitation: ActiveWorx server links to the Internet, ActiveWorx’s routers and ActiveWorx’s servers. 

Scheduled Downtime 

” Scheduled Downtime” means those times during the Maintenance Window where the Service is not Available as a result of ActiveWorx’s actions, provided ActiveWorx notifies Customer of such time(s) at least two days prior to the commencement of such actions. The “Maintenance Window” shall be (all time U.S. Eastern Time):  (i)  for weekly maintenance, between the hours of 10 p.m. on Saturday and 2 a.m. on Sunday, (ii) for monthly maintenance, between the hours of 2:00 am and 6:00 am on the 2nd or 3rd Sunday of the month and (iii) for quarterly maintenance, between the hours of 6:00 am and 10:00 am on the 2nd or 3rd  Sunday of the 2nd month of the applicable quarter.  Scheduled Downtime is not considered to be downtime for the purpose of determining Availability.   

Proactive Notifications 

ActiveWorx will give Customer 28 days’ notice about service upgrades and product roadmap changes and ActiveWorx will only contact Customer using the email provided by Customer.  ActiveWorx will not be responsible for any damages resulting from Customer’s failure to receive such notice, provided ActiveWorx had timely emailed such notice to the email address(es) provided by Customer from time to time during the Term or any Transition Period.  

ActiveWorx Backup Services 

ActiveWorx Backup Services utilize Amazon S3 (Simple Storage Services) for backup and archive storage. S3 allows for the encryption of data both at rest and in motion. 

Amazon’s infrastructure is comprised of numerous Availability Zones (AZs) and Regions around the world. For each Region there are multiple AZs. Data stored on S3 is redundantly stored across three AZs and multiple devices within each AZ for maximum durability.