Service Level Agreement

This Service Level Agreement sets forth the terms under which Customer shall be entitled to receive maintenance and support services from CHEQ (“Support Services”) in connection with the Services (as those terms defined in the Services Agreement).

1. Definitions

For the purposes of this Service Level Agreement, the following terms will be used:

Customer Agreement

The Order entered into between Customer and CHEQ.

Error

A reproducible failure of the Services to perform a function in accordance with the applicable technical specifications.

Normal Business Hours

Monday to Friday (excluding public holidays), 09:00 to 17:00, for the following time zones: EST (New York), GMT (London), JST (Tokyo)

 Annual Uptime Percentage

The Uptime during each calendar year, divided by the number of hours in such calendar year, expressed as a percentage.

Scheduled Maintenance

Time during which the Services are temporarily made unavailable by CHEQ for maintenance purposes, for a period not to exceed 6 hours, and conducted no more frequently than 4 times in any rolling 12 month period, and to the extent feasible, conducted outside of Normal Business Hours. For the removal of doubt, detection and segmenting will remain completely unaffected during such periods and will continue running with no interruption.

Uptime

Time during which the CHEQ Services are available and functional, including Scheduled Maintenance time.

Downtime

Time that is not Uptime.

 

2. Support Services

Definition

The Order entered into between Customer and CHEQ.  A reproducible failure of the Services to perform a function in accordance with the applicable technical specifications.  Monday to Friday (excluding public holidays), 09:00 to 17:00, for the following time zones: EST (New York), GMT (London), JST (Tokyo)  The Uptime during each calendar year, divided by the number of hours in such calendar year, expressed as a percentage.  Time during which the CHEQ Services are available and functional, including Scheduled Maintenance time.  Time that is not Uptime.

 

Scheduled Maintenance

Time during which the Services are temporarily made unavailable by CHEQ for maintenance purposes, for a period not to exceed 6 hours, and conducted no more frequently than 4 times in any rolling 12 month period, and to the extent feasible, conducted outside of Normal Business Hours. For the removal of doubt, detection and segmenting will remain completely unaffected during such periods and will continue running with no interruption.  CHEQ shall provide Customer, during the term of the Customer Agreement, with certain Support Services in order to enable Customer to notify CHEQ of any Error and seek assistance in Support Inquires, as set forth in this Section 2:

 

2.1 Reporting

In order to report any Error (“Support Requests”) to CHEQ, Customer should use CHEQ’s Help Desk support. Customer shall submit Support Requests over the Web via the CHEQ support portal (https://support.cheq.ai) with credentials provided during onboarding. Customer shall provide CHEQ with sufficient details to enable CHEQ to accurately diagnose and reproduce Support Requests such as error logs, screenshots, browser and OS version, etc. Users are asked to provide their company name, contact information and case details, and each case will be assigned a unique case number  • If Customer believes an Error is of a Severity Level 1, the Support Request must be submitted by Customer via the CHEQ Support Portal (https://support.cheq.ai) with the Severity 1 – Critical indicator selected.

 

2.2 Support Requests Classification

Once the Customer submits a Support Request to CHEQ’s Help Desk, a CHEQ Support Representative shall (re)classify the Support Requests and handle according to an assigned Severity Level as follows:

 

Severity Level 1 – Critical (Response Time: 2 hrs)

Critical production issue affecting all users, including system unavailability and critical data loss with no workaround available.

 

Severity Level 2 – Major (Response Time: 1 business day)

Major functionality is severely impacted or performance significantly degraded. Issue is persistent and affects many users. No reasonable workaround is available.

 

Severity Level 3 – High (Response Time: 2 business days)

Issue causing a partial or non-critical loss of functionality on the production system. Some but not all users are affected. Short-term workaround is available.

 

Severity Level 4 – Medium (Response Time: 2 business days)

Inquiry regarding a technical issue affecting a small number of users; information requested on platform capabilities, navigation, configuration, documentation. Reasonable workaround is available.

Note: CHEQ may attempt to contact Customer within the initial response time to clarify the Support Request and the business impact and will initiate the resolution process to detect the root cause and provide a solution or workaround that reduces the severity of the applicable Support Request. CHEQ will make reasonable commercial efforts to provide final resolution of Support Requests as soon as practicable, considering the severity of the Support Request, the details provided by Customer and the cause of the Support Request.

 

2.3 Error Correction

Actual resolution time will depend on the nature of the case and the resolution. CHEQ will use reasonable efforts to confirm the existence of an Error and to correct the Error, by providing a fix, patch, workaround, or any other reasonable solution. While CHEQ shall endeavor to correct all Errors, Customer acknowledges that not all Errors will be corrected or that a fix, patch, workaround, or any other offered solution will be found. CHEQ cannot and does not warrant or represent that any or all Errors can or will be corrected.

 

2.4 Measurement

Support Services response times are measured by CHEQ from the time the Error is received by CHEQ with sufficient details about the Error via the contact methods above. Otherwise, the guaranteed response time will not apply.

 

Note: for assistance with CHEQ platform password resets, use the “Forgot password” link on the login page. For general product or procedural questions, the CHEQ support portal and knowledge base are available online at https://support.cheq.ai

4. Uptime

 

3.1 Uptime Commitment

CHEQ will make the Services available to Customer 24 hours a day, 7 days a week with a Annual Uptime Percentage of at least 99.5%, in each annual billing cycle.

 

3.2 Measurement

The Annual Uptime Percentage will be calculated by CHEQ. Downtime resulting directly or indirectly from any of the following, shall be excluded from the calculation of Annual Uptime Percentage: (i) circumstances outside of CHEQ’s reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the CHEQ’s Services; (ii) failure of serving infrastructure which is not under CHEQ direct control; (iii) any actions or inactions of the Customer or any third party; (iv) Customer and/or third-party equipment, software or other technology and/or third party equipment, software, or other technology (other than third-party equipment under CHEQ’s direct control).

5. Exclusions

The Services set forth herein shall not include, and CHEQ shall not be responsible or liable to correct, any Error caused by: (i) Customer’s failure to use the Services or any part thereof in accordance with instructions included in the documentation provided by the CHEQ; (ii) negligence, misuse, abuse or mishandling of the Services by Customer or any third party; (iii) inappropriate environmental conditions (such as network problems, power and air-conditioning failures) or failure of Customer to maintain the configuration environment set out in the Services’ specifications or any technical issue unrelated to the Services; (iv) actual or attempted modification, alteration or addition to the Services other than by CHEQ; or (vi) any issue in the integration or communication of Customer properties with the Services.

6. Force Majeure

CHEQ shall not be liable for any failure to perform its obligations hereunder when such failure is due to events beyond its reasonable control, such as, without limitation, flood, earthquake, fire, acts of God, military insurrection, civil riot, or labor strikes.

 

7. Measurement and Remedies 

Response times are measured using CHEQ’s support ticketing system, which tracks all issues from initial reporting to response and resolution. The Customer’s sole and exclusive remedy for failure by CHEQ to meet the response times or otherwise to provide the services hereunder shall be for CHEQ to re-perform the affected services.