Service level agreement

1.         Overview

This Service Level Agreement (“SLA” or “Agreement”) is between “Talespin” and “Licensee” for the continued hosting, operation and support of Talespin Platform (“Product”), Dashboard and Talespin created-Co-Pilot Modules (“Product”) and Talespin Content Library (“Content Library”).  (Notwithstanding anything else in this SLA, the terms and conditions of this SLA shall not apply to so-called “Alpha” and “Beta” releases of Licensed Software but only to the final initial (and subsequent version updates) of Licensed Software, provided under Exhibit A to the Software License Agreement).  

Otherwise, this Agreement is valid from the Effective Date of the Software License Agreement to which this Exhibit is part of and shall continue to be in effect for a period of 1 year from said Effective date (the “Term”).

2.         Availability

Talespin will use commercially reasonable effort to make the Product available with an Annual Uptime Percentage (“Uptime”) of at least [99%]. Uptime is measured as a function of Product online availability based on automated monitoring tools and services as specified below excluding planned product maintenance, upgrades and releases.

Regularly scheduled product maintenance (“Maintenance Services”) must be conducted only during the scheduled Maintenance Window (as identified in the correspondence with Licensee) and it is further required that Licensee will be informed of such maintenance request, at least 5 business days in advance.  Any maintenance that is performed by Talespin at any time other than during the scheduled Maintenance Window, without Licensee’s prior written approval, and that results in downtime shall be considered applied to the calculation of Uptime.   Licensee’s acceptance of scheduled Maintenance Services shall be reasonable, and non-response within 48 hours to a scheduled Maintenance Window shall be deemed acceptance of such Maintenance Window. 

3.         Service Scope

The following services are covered by this agreement:

·         Ongoing active monitoring of the Product.

·         Ongoing passive monitoring of the Product.

·         Response for Product related incidents.

4.         Monitoring Services

Third party tools and services will be used to ensure Product health at the discretion of Talespin. List of said tools and services will be supplied upon Licensee request.

5.         Incident Detection and Reporting

In the event an incident is detected or reported all parties shall be informed and corrective measures will be taken based on severity level response times as stated below.

Incidents detected by Licensee shall be sent by e-mail:

Talespin support e-mail:

6.         Incident Severity Levels

·Severity Level 1 – A critical incident with very high impact.

·         Licensee-facing service, like Dashboard, is down for all users

·         Confidentiality or privacy is breached

·         Licensee data loss

·         A scheduled Licensee training event is not possible

Severity Level 2 – A major incident with significant impact

·         Licensee-facing service is unavailable for a majority of users

·         Core functionality is significantly impacted, e.g.

·         Speech detection is not working

·         Performance issues cause the application to be unresponsive (on supported hardware)

·         Available workarounds are not working

·         Errors in user progress or scoring

Severity Level 3 – A minor incident with low impact 

·         A minor inconvenience to Licensee, workaround available

·         A demo is not working as expected

·         Usable performance degradation

·         Critical issues (typos, branding colors) of content

Not an incident – A support request with no uptime impact

·         User error

·         Environmental issues (poor network, IT issues, noisy room, lighting, SSO not working)

·         Non-functionality breaking problems with content

·         Functionality problems with unsupported hardware

·         Functionality problems with unsupported operating systems

7.         Incident Response Times (US Business Hours 9:00 AM – 5:00 PM PT)

Level 1:

·        Response Target: 1 hour

·        Resolution Target: Continuous business-day effort

·        Status Update Interval: Every hour during business day to Licensee contact.

Level 2

·        Response Target: 4 hours

·        Resolution Target: Continuous business-day effort

·        Status Update Interval: Every 12 hours to Licensee contact.

Level 3

·        Response Target: Next business day

·        Resolution Target: Worked on a time-available basis

·        Status Update Interval: Weekly Status Update Report.

Licensee will be able to contact Talespin  24/7 to report Severity Level 1 and Severity Level 2 errors.  Support Requests will be answered and routed / resolved according to the table above.

Talespin may engage a third-party monitoring and/or IT support service to assist it in maintaining the levels of support listed in this document, including a 24/7 contact telephone number (a “Support Service”), which may be added at a future date.

For all other errors and issues or suspected issues with the Product, Talespin will provide Technical Support to such Licensee personnel by means set forth in the following table, subject to the conditions regarding availability or response times with respect to each such form of access as set forth in the table.  For purposes of the Agreement, the term “Technical Support” means the provision of responses by Talespin (or Support Service) personnel to questions from Licensee personnel  related to use and operation of the Product, including hardware operation issues in conjunction with the use of the Product, including basic instruction or assistance relating to functional errors in the Product.  It is understood, however, that while Talespin will try to resolve hardware issues in connection with the use of the Product, Talespin takes no responsibility hereunder, for any issues rising primarily out of the use of, or other problems relating to hardware (whether mobile, desktop, headset or otherwise) if the problem is independent of the Product (as demonstrated by the Product operating correctly on other similar or identical hardware).  

Telephone support by qualified Talespin (or Support Service) personnel (Phone number to be provided after Deliverables are delivered):

·        Availability: Talespin regular business hours, excluding holidays, currently Monday-Friday 9:00AM - 5:00PM Pacific Time

·        Response Target: Within 24 business hours

E-Mail Support

·        Availability: Talespin regular business hours, excluding holidays, currently Monday-Friday 9:00AM - 5:00PM Pacific Time

·        Response Target: Within 24 business hours

8.        Exclusions

Talespin shall have no obligations hereunder related to hardware or headset issues unless specifically outlined in an existing SOW or other agreement between the parties.   Similarly, Annual Uptime Percentage and related factors shall not be calculated by including any unavailability of the Services related primarily to malfunctioning or operational difficulties with hardware or headset issues. Notwithstanding, Talespin’s courtesy provision of support to solve issues related to hardware and/or headsets shall not give rise to an ongoing obligation to provide any such continuing support, nor shall it be deemed a waiver of this limitation.