Service Level Agreement
Provider: Builtfirst Technologies, Inc.
This Service Level Agreement ("SLA") is a part of that certain Builtfirst Agreement, and if no such Builtfirst Agreement is executed by and between Customer and Provider, then those Terms of Service available at https://www.builtfirst.com/terms-and-conditions, by and between the Customer and Provider (the Builtfirst Agreement and/or Terms of Services, as applicable, the "Master Agreement"), and Statement of Work(s), as applicable ("SOW"), under which the Provider performs certain services for the Customer, and each of which are hereby incorporated by reference. This SLA is effective beginning as of the effective date of the Master Agreement, and will remain in effect until the earlier of the termination of the Master Agreement or SOW. Capitalized terms used but not defined in this SLA shall have the meanings set out in the Master Agreement. In the event of conflict between the terms of this SLA and the terms of the Master Agreement, the terms of the Master Agreement shall govern.This SLA sets forth the parties' objectives and the performance levels the Provider must meet for all included services. The parties intend to review and renew this SLA on either party's reasonable request. Any revisions to the service levels must be authorized by both parties in accordance with the change order processes set forth in the Master Agreement. 1.
Defined Terms. For purposes of this SLA, the following terms shall have the following meanings:
“Material Defect” means Unavailability (except as provided for in Section 7 hereof) or another defect with the Services that causes a substantial lack of functionality in the Services.
“Remediation” means Provider has begun to deploy controls necessary to reduce the adverse effects of Material Defects in the Services.
"Measurement Period" means each monthly period beginning as of the effective date of the Master Agreement. For the avoidance of doubt, this means that each Measurement Period represents a one-month period, starting on the date of the month corresponding to the effective date of the Master Agreement, and ending on the corresponding date of the following month (and if there is no corresponding day, the last day of the month).
“Response” means a communication made by Provider in response to Customers’ written request sent to [email protected] regarding a Material Defect in the Services (“Notice”).
"Services" means software relating to the establishment of, and selling of products and services through, user-created marketplaces (“Builtfirst”). For the avoidance of doubt, for purposes of this Agreement, “Services” does not include (a) unpaid use of Provider services, (b) Customer access to https://www.builtfirst.com/ and associated documentation and other content and (c) professional services, including implementation services, including without limitation those incurred on an hourly basis.
"Service Credit" means a percentage of Service Fees to be credited to Customer if Provider fails to meet a Service Level, as set forth in this SLA.
"Service Level" means a performance standard that Provider is required to meet in providing the Services, as set forth in this SLA. "Unavailable" and "Unavailability" mean, for Services, when your Service is not running or not reachable due to Provider’s fault. This excludes the Exclusions as defined in Section 7 hereto.
2. Service Scope. This SLA governs the following:
Customer’s access to a timely Response and to timely Remediation of Material Defects in the Services by Provider.
This SLA does not govern the following:
Unpaid use of the services, including without limitation, services provided pursuant to the Master Agreement and free of charge; Customer access to https://www.builtfirst.com/ and the associated content, including without limitation documentation, software services and non-software services.
3. Customer Obligations. The Customer's responsibilities and obligations in support of this SLA include the following:
(a) Providing information and authorizations as required by the Provider for performing the Services.
(b) Adhering to policies and processes established by the Provider and the Customer for reporting service failures and incidents and prioritizing service requests.
(c) Making a representative available (i) for meetings to review the SLA as deemed necessary by Provider and (ii) to consult with the Provider for resolving service-related incidents or requests.
(d) Paying fees and costs as required by the Master Agreement/SOW.
Provider Obligations. The Provider's responsibilities and obligations in support of this SLA include:
(a) Making a representative available for Responses and for Remediation of Material Defects pursuant to this SLA.5. Assumptions. Provider's performance of the Services under this SLA is subject to the following assumptions, constraint, and dependencies:
(a) Information provided by Customer to Provider as required for the Services will be accurate and timely.
(b) Provider's procedures and delivery of Services may be affected by changes in relevant Customer internal policies or in applicable laws or regulations.
(c) Customer has expressly disclosed applicable data protection, human resources, and other policies and practices as applicable to the performance of the Services to Provider.6.
Service Levels and Service Credits.
(a) The following table sets forth the Service measured under this SLA, the applicable Service Levels, and the Service Credits to which Customer will be entitled if Provider fails to meet the Service Levels during any Measurement Period. The total amount of Service Credits shall not exceed 30% of Provider's fees in any Measurement Period.
7. Other Terms and Conditions.
(a) Exclusions. Material Defects to the Services do not include any Unavailability:
(i) Whereby use of the Service by Customer is in a manner not expressly authorized in the Master Agreement or the applicable Documentation;
(ii) Caused by general internet problems, force majeure events or other factors outside of Provider’s reasonable control;
(iii) Caused by Customer's equipment, software, network connections or other infrastructure;
(iv) Caused by third party systems, or other third party acts or omissions;
(v) Arising from Scheduled Maintenance or reasonable emergency maintenance. "Scheduled Maintenance" means Provider’s scheduled routine maintenance of the Services for which Provider’s notifies Customer at least twenty-four (24) hours in advance. Scheduled Maintenance will not exceed eight (8) hours per month. Provider typically performs Scheduled Maintenance once per month.
(b) Single Point of Contact. Customer shall appoint a person (a "Single Point of Contact") who shall be available to receive Responses and issue notices of Material Defects. Notwithstanding the foregoing sentence, in the event of any emergency relating to any Service, any Customer representative may also directly contact any person most able to resolve the emergency quickly.