Platform Service Level Agreement

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A. Service Level General Terms and Conditions

1. Definitions

Capitalized terms are defined below, unless otherwise defined within the body of the Agreement.  

“Actual Uptime” means, with respect to a particular calendar month, the percentage derived by dividing the total possible minutes of system availability of the Platform during such month (“x”) minus the total minutes of Downtime during such month (“y”), divided by the total possible minutes of system availability of the Platform during such month (“x”), expressed as follows:

“Agreement” means the existing software as a service subscription agreement between Client and Firstup.

“Client” means, if not identified as “Client” in the Agreement, “Customer” or similar designation.

“Dynamic” means Dynamic Signal, Inc.

“Downtime” means sustained Unavailability for five (5) or more consecutive minutes unless the Unavailability is the result of an Excused Outage.

“Excused Outage” means an interruption of Client’s use of the Platform as a result of Planned Scheduled Maintenance, Client’s deferral or denial of Firstup’s reasonable request that would otherwise prevent performance issues or system damage, outages caused by Client or Client’s users, telecommunications or Internet services outages, software or hardware not provided and controlled by Firstup (including Third Party Products or sites that are accessed or linked through the Platform), or outages caused by circumstances beyond Firstup’s reasonable control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or denial-of-service attacks.

“Firstup” means Firstup, Inc., together with its affiliated entities, including Dynamic.

“Planned Scheduled Maintenance” means the amount of Downtime resulting from maintenance for which Firstup will endeavor to provide at least 72 hours advance notice via the Status Page.

“Platform” means (a) the software as a service which is hosted by Firstup, Inc. (“Firstup Platform”) or Dynamic (“Dynamic Platform”), as applicable, or its hosting providers and which is accessed by Client and its Users via the internet, including mobile applications; and (b) associated services, as more fully described in the applicable Schedule.

“Schedule” means ordering document/order form.

“Status Page” means for the Firstup Platform, https://status.firstup.io, and for the Dynamic Platform, https://dynamicsignal.statuspage.io.

“Support Services” means the provision of technical assistance and any training for the Platform or related hardware as further described in the Agreement or order form.

“Unavailability” means that Client’s Users are not able to use any functionality of the Platform (as measured from Firstup’s production data center internet connection points).

2. Service Level Commitment

The Firstup Platform will have an Actual Uptime greater than or equal to 99.99% during each calendar month. The Dynamic Platform will have an Actual Uptime greater than or equal to 99.9% during each calendar month. The Uptime can be viewed on the applicable Status Page. Clients may subscribe to receive updates to the Status Page.

3. Reporting Claims and Notices

3.1 To claim a remedy under the SLA, Client must send Firstup a notice of such claim via the applicable Support Portal: the Firstup Platform Support Portal is located at https://support.firstup.io and the Dynamic Platform Support Portal is located at https://support.dynamicsignal.com. Claims must be made within ten (10) days following the month in which the alleged failure arose. 

3.2 For a claim to be considered by Firstup, the claim must contain an explanation of the claim, including any relevant calculations, and dates and time periods for each instance of non-availability.

3.3 After receipt of a valid claim, the claim will be reconciled against Firstup’s system records. If Firstup disputes any failure alleged by Client, Firstup will provide to Client the applicable documentation. Firstup will provide such documentation only in response to claims made in good faith by Client.

B. SLA Credits

1. Target and Credits

Client shall be entitled to the following credits (each a “Credit”) if Actual Uptime is not met in any given calendar month: 

For the Firstup Platform: 

Actual Uptime%	Subscription Fee Credit
>= 99.99	None
99.98 – 99.5	2%
99.4 – 98.0	5%
<98.0	10%

For the Dynamic Platform:

Actual Uptime%	Subscription Fee Credit
>= 99.9	None
99.8 – 99.5	2%
99.4 – 98.0	5%
<98.0	10%

The Credits, as defined above, will be based on the applicable number of days or percentage set forth in the tables above of the subscription fees paid to Firstup for the applicable calendar month. Each Credit shall be applied to the next invoice issued by Firstup or refunded to Client (as determined by Firstup). The Credits as provided hereunder shall constitute Firstup’s sole liability and Client’s sole and exclusive remedy for any failure to achieve the Actual Uptime. In order to receive the benefit of the service levels contained herein, Client must be in compliance with all of its obligations under the Agreement. In the event that Client is entitled to a Credit for a period following the date of termination of the Agreement, Firstup will refund to Client an amount equal to such Credit within thirty (30) days of the effective date of termination.

2. Support Services

Platform Support Services are provided by Firstup as determined by the level of Service and Platform Support Services purchased that is set forth in the applicable Schedule. In order to obtain support, Client must contact Firstup via the applicable Support Portal: the Firstup Platform Support Portal is located at https://support.firstup.io and the Dynamic Platform Support Portal is located at https://support.dynamicsignal.com. Firstup shall provide Client with Client support in the English language. For Sev1/2 issues (as defined below) a voicemail box is available to Clients that have purchased the Support Package that includes “Emergency Phone Voicemail Access.”

C. Platform Incident Definitions And Response Times

Firstup will use commercially reasonable efforts to meet the target response and fix/workaround times outlined below in relation to the applicable severity levels, as determined by Firstup.

Severity Level	Description	Target Response Times	Target Fix or Workaround
Sev1	No availability / Platform down for all customers	1 hour	1 business day
Sev2	Business critical functionality degraded – no alternative solution	4 hours	2 business days
Sev3	Business critical functionality degraded – alternative solution available	As defined by the Client’s applicable Support Package]	As defined by the Client’s applicable Support Package

Platform incident updates for Sev1/2 incidents are accessible via the applicable Status Page. Resolution of certain errors may require a test case that reproduces the error. In such a case, Client agrees to work with Firstup to develop an appropriate test case that reproduces the error. Failure to promptly provide requested information will result in delays and target response/fix or workaround periods will be extended by such failures.

D. Not Included

The following are excluded from all offered Support Services:

 

• • Issues stemming from changes to or defects in system configuration.

 

• • Issues which do not stem from any defect in the Platform.

 

• • Issues caused by lack of training of Client’s personnel.

 

• • Improper treatment or use of the Platform or any other use of the Platform in breach of the Agreement or Documentation.

 

• • Resolving issues that are not reproducible by Firstup.

 

• • Excused Outages.

E. Updates

Firstup reserves the right to update this SLA from time-to-time, provided that any updates will not decrease Firstup’s responsibilities or the remedies available to Client as set forth herein.