Orange County NC Website
| SOFTWARE AS A SERVICE AGREEMENT <br />| Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 14 <br />SCHEDULE C1 <br />Service Level Agreement <br />Service Commitment <br />This Service Level Agreement (SLA) applies to You because you have contracted for web-based software and/or <br />infrastructure hosting services (“Hosting Services”). <br />Northwoods will use commercially reasonable efforts to make its Hosting Services available with a monthly System <br />Availability Percentage (defined below) of at least 99.9% (“Service Commitment”). <br />Definitions <br />“System Availability Percentage” is calculated by subtracting from 100% the percentage of minutes during the month <br />in which the Hosting Services were Unavailable to You. System Availability Percentage measurements exclude <br />downtime resulting directly or indirectly from any Hosting Services Exclusion (defined below). <br />“Scheduled Downtime” equals the aggregate total of all minutes of planned and scheduled maintenance performed <br />during the month to perform any necessary hardware, operating system, network, database, application software <br />maintenance, repair, upgrades, and updates. Northwoods will work with You to determine and use commercially <br />reasonable efforts to schedule any such downtime after regular business hours, during times that minimize the <br />disruption to operations. The amount of Scheduled Downtime may vary from month to month depending on the level <br />of change to the system. <br />“Unavailable” and “Unavailability” mean all of your running instances have no external connectivity. <br />Service Credits <br />Service credits are calculated as a percentage of the total charges paid by You annually for the Hosting Services, <br />divided by twelve (12) to determine the credit for the month in which the Unavailability occurred. <br />In the event Northwoods does not meet the Service Commitment, You may be eligible to receive a 10% service credit. <br />Northwoods will apply any such service credit only against future Hosting Services payments otherwise due from You. <br />Service credits will not entitle You to any refund or other payment from Northwoods. Service credits may not be <br />transferred or applied to any other account You may have with Northwoods. Unless otherwise provided, Y our sole and <br />exclusive remedy for any Unavailability, non-performance, or other failure by Northwoods to provide the Hosting <br />Services is the receipt of a service credit in accordance with the terms of this SLA. <br />Credit Request and Payment Procedures <br />To receive a service credit, You must submit a claim by contacting the Northwoods Support Center. To be eligible, the <br />credit request must be received by us by the end of the calendar month after which the incident occurred and must <br />include: <br />• The words “SLA Credit Request” in the subject line; <br />• The dates and times of each Unavailability incident that you are claiming; <br />• Your request logs that document the errors and corroborate your claimed outage. <br />If the System Availability Percentage of such request is confirmed by Northwoods and is less than the Service <br />Commitment, then Northwoods will issue the service credit to You and will apply such credit against your next annual <br />invoice for Hosting Services. Your failure to provide the request and other information as req uired above will <br />disqualify You from receiving a service credit. <br />DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22