Service Level Agreement

This Service Level Agreement (“SLA”), together with the attached Exhibit A “Support”, set forth the terms on which Assemble makes available, and provides technical support for, the Service to the Customer named in the applicable Order Form. Capitalized terms used, but not defined herein, have the meaning set forth in the Order Form or Agreement. Assemble reserves the right to modify or update the terms of this SLA in its discretion, the effective date of which will be the earlier of (i) 10 days from the date of such update or modification and (ii) Customer’s continued use of the Service.

1. Definitions

For purposes of this SLA, the following terms have the meaning ascribed to each term below:

• “Downtime” means if Customer is unable to access the Service by means of a web browser and/or API as a result of failure(s) in the Service or architecture, as confirmed by Assemble.
• “Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.
• “Service Credit” means the number of days that Assemble will add to the end of the Subscription Term, at no charge to Customer.

2. Service Level Warranty

During the Term, the Service will be operational and available to Customer at least 99.9% of the time in any calendar month (“Service Level Warranty”).  If the Monthly Uptime Percentage does not meet the Service Level Warranty in any calendar month, and if Customer meets its obligations under this Agreement, then Customer will be eligible to receive Service Credit as follows:

3. Customer Must Request Service Credit

In order to receive Service Credit, Customer must notify Assemble within 30 days from the time Customer becomes eligible to receive a Service Credit under the terms of this Agreement. Failure to comply with this requirement will forfeit Customer’s right to receive Service Credit.

4. Maximum Service Credit

The aggregate maximum amount of Service Credit to be issued by Assemble to Customer for all Downtime that occurs in a single calendar month will not exceed 15 days. Service Credit may not be exchanged for, or converted into, monetary amounts.

5. Exclusions

The Service Level Warranty does not apply to any performance issues that (i) are caused by riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, earthquakes, or any other causes that are beyond Assemble’s reasonable control so long as Assemble uses commercially reasonable efforts to mitigate the effects of such force majeure, (ii) resulted from Customer’s equipment or third party equipment or service (e.g. Customer’s internet connection), or both, or (iii) resulted from Customer’s violation of the Agreement.

6. Exclusive Remedy

This SLA sets forth Customer’s sole and exclusive remedy for any failure by Assemble to meet the Service Level Warranty.

EXHIBIT A:
SUPPORT

This Exhibit A to the SLA sets forth the “Support” which Assemble provides to the Customer with respect to the Service during the applicable Subscription Term as set forth in the Order Form.

1. Definitions

• “Error” means a failure of the Services to conform to the published specifications, resulting in the inability to use, or material restriction in the use of, the Services.
• “Escalation” means the process by which Assemble will work continuously, and at multiple levels of its organization, to resolve an Error if not resolved within the specified Resolution Time set forth in Section 4, below.
• “Start Time” means the time at which Assemble first becomes aware of an Error during Assemble’s regular business hours, following initiation of a Support case by Customer in accordance with Sections 2 and 3, below.

2. General

During a Subscription Term, Assemble will provide the Support described in these Support terms. Assemble provides Support during normal business hours (9am – 5pm, Pacific time, Monday – Friday.

3. Contacts

During a Subscription Term, Assemble will provide the Support described in these Support terms. Assemble provides Support during normal business hours (9am – 5pm, Pacific time, Monday – Friday.

4. Priority Levels and Timeframes

Assemble will establish the Priority Level of an Error and the corresponding Support case in its sole discretion and will use its best efforts to adhere to the Response Times and Resolution Times set forth below. If an Error is not addressed within the Resolution Time set forth below, Assemble will commence an Escalation.

5. Conditions, Exclusions, and Termination.

• Conditions. Assemble’s obligation to provide Support is conditioned upon the following: (i) Customer makes reasonable efforts to solve the Error after consulting with Assemble; (ii) Customer provides Assemble with sufficient information and resources to correct the Error, as well as any and all assistance reasonably requested by Assemble; and (iii) Customer procures, installs, and maintains all equipment, telephone lines, communication interfaces and other hardware necessary to access and operate the Service.
• Exclusions. Assemble is not obligated to provide Support in the following situations: (i) the problem is caused by Customer’s negligence, hardware malfunction, or other causes beyond the reasonable control of Assemble; (ii) the problem is with third party software not licensed through Assemble; or (iii) Customer fails to pay any amount that is payable to Assemble within the timeframe for payment specified in the Agreement.
• Termination. Assemble reserves the right to conclude its performance of a Support case when, in its reasonable discretion, Assemble determines that it has provided a satisfactory resolution or workaround to the Error.