This SWK Technologies, Inc. (“SWK”, “us” or “we”) Service Level Agreement (“SLA”) is a policy governing the use of SWK Infrastructure-as-a-Service (IaaS) hosting and applies separately to each account using the Included Services. Unless otherwise provided herein, this SLA is subject to the terms of your agreement with SWK governing your use of SWK’s Services (the “Agreement”) and capitalized terms used herein but not defined will have the same meaning specified in the Agreement. In the event of a conflict between the terms and conditions of the Agreement and the SLA, the terms and conditions of the SLA shall apply, but only to the extent of such conflict. The terms of this SLA may be altered in accordance with the Agreement.
Included Services
SWK provided servers, connection software, and certificates to gain access to our data center hosting facilities. Backup of data center servers, licenses required by software vendors provided by SWK, and unmetered bandwidth at the SWK data center.
Service Commitment
SWK will use commercially reasonable efforts to make each of SWK Services available 99.9% of the time on average with a Monthly Uptime Percentage (as defined below), in each case during any monthly billing cycle (the “Service Commitment”). In the event SWK Services do not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.
Definitions
- “Monthly Uptime Percentage” is calculated by dividing the difference between the total number of minutes in the monthly measurement period and any Unavailability in the measurement period, by the total number of minutes in the measurement period, the product of which is then multiplied by 100 to achieve a percentage. Monthly Uptime Percentage is calculated for each SWK Service. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion (defined below).
- “Unavailable” and “Unavailability” mean:
- For SWK Services,
- “Unavailable” and “Unavailability” expressly exclude outage periods consisting of the following:
- A failure or degradation of performance or malfunction resulting from scripts, data, applications, equipment, infrastructure, software, penetration testing, performance testing, or monitoring agents directed or provided or performed by you;
- Planned outages, scheduled and announced maintenance or maintenance windows, or outages initiated by SWK at the request or direction of Customer for maintenance, activation of configurations, backups or other purposes that require the service to be temporarily taken offline;
- Unavailability of management, auxiliary or administration services, including administration tools, reporting services, utilities, third party software components not within the sole control of SWK, or other services supporting core transaction processing;
- Outages occurring as a result of any actions or omissions taken by SWK at the request or direction of you;
- Outages resulting from your equipment, third party equipment or software components not within the sole control of SWK;
- Events resulting from an interruption or shut down of the services due to circumstances reasonably believed by SWK to be a significant threat to the normal operation of the services, the operating infrastructure, the facility from which the services are provided, access to, or the integrity of your data;
- Outages due to system administration, commands, or file transfers performed by Customer User or representatives;
- Outages due to denial of service attacks, natural disasters, changes resulting from government, political, or other regulatory actions or court orders, strikes or labor disputes, acts of God, acts of civil disobedience, acts of war, terrorism, hostility, acts against parties (including carriers and SWK’s other vendors), and other force majeure events;
- Inability to access the services or outages caused by your conduct, including negligence or breach of your material obligations under the Agreement, or by other circumstances outside of SWK’s control;
- Lack of availability or untimely response time of you to respond to incidents that require your participation for source identification and/or resolution, including meeting your responsibilities for any services;
- Outages caused by failures or fluctuations in electrical, connectivity, internet network or telecommunications equipment or lines due to your conduct or any circumstances outside of SWK’s control.
- A “Service Credit” is a dollar credit, calculated as set forth below, that we may credit back to an eligible account.
Service Credits
Service Credits are calculated as a percentage of the total charges paid by you (excluding professional services or other one-time fees) for SWK Services, during the affected monthly billing cycle in which the Unavailability occurred in accordance with the schedule below.
| Service Commitment: Monthly Uptime Percentage – Single Node Instantiation – (99.9%) | Service Credit Percentage |
| Less than 99.9% but equal to or greater than 99.0% | 5% |
| Less than 99.0% but equal to or greater than 90.0% | 10% |
| Less than 90.0% | 2.5% credited for every 1% Unavailability |
We will apply any Service Credits only against future SWK Service payments otherwise due from you. Service Credits will not entitle you to any refund or other payment from SWK. Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Agreement, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide SWK Service is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.
Service Credit Request and Payment Procedures
To receive a Service Credit, you must submit a written claim to the SWK Support Department at networksupport@swktech.com. To be eligible, the Service Credit request must be received by us by the end of the billing cycle in which the incident occurred. The following information must be included in the written Service Credit request:
- The words “SLA Service Credit Request” in the subject line;
- The dates and times of each Unavailability incident that you are claiming;
- The account username associated with each Unavailability incident that you are claiming;
- The affected SWK Service; and
- Your request logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).
If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit. No Service Credit will be issued if your account is past due, suspended or pending suspension. The total Service Credit shall not exceed 50% of the monthly fees charged during the month wherein you complained of Unavailability.
SLA Exclusions
The service level commitment does not apply to any unavailability, suspension or termination of SWK Service performance issues: (i) that result from a suspension described in the Agreement; (ii) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems (including but not limited to, service attacks, access bombing or other flooding techniques) that do not directly emanate from SWK Services; (iii) that result from any actions or inactions of you or any third party not within the sole control of SWK; (iv) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); (v) that result from any maintenance or other outage as provided for pursuant to the Agreement; or (vi) arising from our suspension and termination of your right to use SWK Service in accordance with the Agreement (collectively, the “SLA Exclusions”). If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our sole discretion.