Tenovos Service Level Agreement 

(as of December 1, 2020)

1.Definitions.

1.1 “Business Hours” means 8:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday, excluding federal or state holidays.

1.2 “Critical Defect” means any demonstrable Defect in the Tenovos Product that: (a) causes the Tenovos Product to have a significant loss of utility of intended function; (b) causes or is likely to cause data to be lost or destroyed; or (c) prevents the Tenovos Product from being accessed by End User.

1.3 “Defect” means a failure of the Tenovos Product to perform substantially in accordance with its documentation.

1.4 “Low Defect” means any demonstrable Defect that: (a) causes a function to not execute as documented without a significant loss of utility of intended functionality; or (b) disables one or more nonessential functions.

1.5 “Maintenance” means scheduled Unavailability of the Tenovos Product, as announced by Tenovos no less than seventy-two (72) hours prior to the Tenovos Product becoming Unavailable. Maintenance will not last longer than four (4) hours each month and will only take place between the hours of 12:00 a.m. and 6:00 a.m. Eastern Time on Saturdays and Sundays.

1.6 “Medium Defect” means any demonstrable Defect in the Tenovos Product that causes the Tenovos Product to operate improperly, but which error does not rise to the level of a Critical Defect.

1.7 “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Tenovos Product is Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Tenovos SLA Exclusion, set forth in Section 8 of this SLA.

1.8 “Unavailable” and “Unavailability” means that the Tenovos Product has no external connectivity during a thirty (30) consecutive minute period and End User attempts but is unable to access data by means of the Tenovos Product during that same time period. Under no circumstances will the Tenovos Product be considered Unavailable if test packets directed by Tenovos or its designee to the primary servers hosting the Tenovos Product indicate that it is functional as reflected in Tenovos server logs.

 2. Availability Commitment. Tenovos will make the Tenovos Product available with a Monthly Uptime Percentage of at least 99.5% during any monthly billing cycle (the “Availability Commitment”). A Monthly Uptime Percentage of 99.5% means that End User experiences no more than 3.65 hours per month of Unavailability.

 3. Service Commitment.

3.1 Releases. Tenovos will only deploy changes that have been through code review and testing to End User’s deployment. The changes are first deployed in a release to a staging environment, where manual quality assurance testing is performed. If this passes, the release is then pushed to End User’s deployment. Minor releases (including bug fixes and small product changes) will be released as determined in Tenovos’ sole discretion. If a major or minor release requires Maintenance that Tenovos expects to result in Unavailability, Tenovos will perform such Maintenance in accordance with Section 1.5.

 4. Technical Support.

4.1 Tenovos shall use commercially reasonable efforts to correct all Defects and install enhancements as reasonably necessary to operate the Tenovos Product. Defects will be reported by End Users and categorized by Tenovos as Critical Defects, Medium Defects or Low Defects. Tenovos will use commercially reasonable efforts to adhere to the following response and restoration time frames:

Defect Type

Response

Interim Resolution

Restore (Permanent Solution)

Critical

60 minute response time during Business Hours

8 hours

3 business days

Medium

1 business day

3 business days

1 week

Low

3 business days

30 business days

Next application release

 

 5. Tenovos SLA Exclusions.

5.1 The Availability Commitment does not apply to any Unavailability or inaccessibility of the Tenovos Product, or any other Tenovos Product performance issues (“Tenovos SLA Exclusions”):

(a) that result from Maintenance of which Tenovos has provided a minimum seventy-two (72) hours’ notice to the designated administrative contact for End User account;

(b) caused by factors outside of Tenovos’ reasonable control including, but not limited to, a force majeure event, internet access failure, or problems beyond the demarcation point of the Tenovos network;

(c) that result from any actions or inactions of End User or any third party not authorized by Tenovos;

(d) that result from the equipment, software, or other technology of End User or any Third Party Services (other than third party equipment within Tenovos’ direct control); or

(e) arising from the suspension or termination of End User’s right to use the Tenovos Product.