Tenovos Service Level Agreement 

(as of January 1, 2023)

1. Definitions.

1.1 “Agreement” means the Tenovos Order Form and Terms and Conditions to which this Service Level Agreement (“SLA”) is attached.

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

1.3 “Critical Defect” means any demonstrable Defect in the Tenovos System that: (a) prevents the Tenovos System from being accessed by the End User; (b) causes or is likely to cause data to be lost or destroyed; or (c) causes the Tenovos System to have a material loss of overall utility of intended function without a workaround.

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

1.5 “High Defect” means any demonstrable Defect in the Tenovos System that causes the Tenovos System to have a significant loss of utility of intended function although it still operates or for which there is a workaround.

1.6 “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.

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

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

1.9 “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Tenovos System is Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Tenovos SLA Exclusion, set forth in Section 5 of this SLA.

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

1.11 “Authorized Users” means any users assigned as a technical support contact in the Agreement for the Tenovos System.

1.12 “Zendesk” means a 3rd party customer service ticketing platform used by Tenovos to track and respond to customer support requests.

2. Availability Commitment. Tenovos will make the Tenovos System available with a Monthly Uptime Percentage of at least 99.9% during any monthly billing cycle (the “Availability Commitment”). A Monthly Uptime Percentage of 99.9% means that Customer experiences no more than 44 minutes per month of Unavailability.

3. Service Commitment.

3.1 Releases. Tenovos will only deploy changes that have been through code review and testing to Customer’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 Customer’s deployment. Minor releases (including bug fixes and small product changes) will be released as determined in Tenovos’ sole discretion. For major product releases (including new features), Tenovos first enables the features for select users that Customer designates. These users then test and approve the feature before it is enabled for all users on Customer’s deployment. If a major or minor release requires Maintenance that Tenovos expects to result in Unavailability, Tenovos will perform such Maintenance as specified in Section 1 of this SLA.

4. Technical Support.

4.1 Tenovos will also provide technical support for the Tenovos System to all Authorized Users via Zendesk. Zendesk is staffed during Business Hours. For all support inquiries excluding Defects, Tenovos will use commercially reasonable efforts to respond within 1 business day.

4.2 Tenovos shall use commercially reasonable efforts to correct all Defects and install enhancements as reasonably necessary to operate the Tenovos System. Defects will be reported by Customer and categorized by Tenovos as Critical Defects, High 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
High	5 hours	3 business days	1 week
Medium	1 business day	7 business days	2 weeks
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 System, or any other Tenovos System 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 Customer 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 Customer or any third party not authorized by Tenovos;

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

(e) arising from the suspension or termination of Customer’s right to use the Tenovos System in accordance with the Agreement.