Service Level Agreement
January 11, 2022
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Cultivate Software License Agreement or Cultivate SaaS Agreement, as applicable.
Our Commitment
Cultivate provides a 99.9% Uptime commitment. If a failure to meet this commitment impacts Customer’s instance of the Software or Service (i.e. availability of end user leadership coaching dashboard), Cultivate will apply a Credit to Customer for future use. Credits are the sole and exclusive remedy for any failure by Cultivate to meet its commitment under this SLA.
Definitions
“Uptime” means the percentage of total possible minutes the Software or Service was available during a quarter (January 1 through March 31 and every three month period thereafter).
“Downtime” means the total number of minutes the Software or Service was unavailable during a quarter, excluding:
a) Issues related to external apps or third parties;
b) External network or equipment problems outside of Cultivate’s reasonable control;
c) Issues caused by Customer or Customer Environment;
d) Issues during any evaluation period or in any “Beta Release” products, features, software or service; or
e) Scheduled Downtime.
“Scheduled Downtime” means any downtime to perform system maintenance, backup and upgrade functions, and any other downtime incurred as a result of a Customer request. Customer will be provided with at least 48 hours advance notice. Scheduled Downtime won’t exceed 12 hours in a year, subject to increases due to Customer requests.
“Credit” means an amount equal to five (5) times the proportionate amount that Customer paid during the period the Software or Service was down, limited to a maximum amount equal to five (5) days worth of paid license fees or access fees, as applicable. To receive a Credit, Customer’s account must be current. Credits are not refunds, nor can they be exchanged into cash. Credits expire upon termination of the applicable Order Form.
Calculations
Cultivate’s Uptime commitment is calculated as follows: ((total minutes in quarter – Downtime) / total minutes in quarter) > 99.9%
Cultivate measures unavailability by using commercially reasonable methods such as server monitoring software to measure the error rates, ping test results, server tests, TCP port tests, and website tests.
Support
Cultivate support is available by telephone, e-mail, and chat during Cultivate’s normal business hours: Monday-Friday, 9am to 6pm Pacific. Contact information for support will be identified in the Order Form. If Customer reports to Cultivate any error in the Software or Service, Cultivate shall respond in accordance with the following severity levels:
Level 1 “Critical”: This is an emergency condition that makes the use of any one or more functions of the Software or Service significantly impaired. The condition requires an immediate solution that is not already available to Customer. Cultivate will respond within 1 hour of receiving the report and immediately thereafter use its best efforts (including by diligently performing services as may be necessary) to: (i) promptly replicate and verify the reported problem and (ii) arrive at a fix or workaround as promptly as possible. If a work-around is provided, a fix shall be provided as promptly as possible thereafter.
Level 2 “Serious”: This is any condition that makes the use of any one or more functions of the Software or Service difficult and that Customer cannot reasonably circumvent or avoid on a temporary basis without the expenditure of significant time or effort. Cultivate will respond within 4 hours of receiving the report and immediately thereafter use its best efforts (including by diligently performing services as may be necessary) to: (i) promptly replicate and verify the reported problem and (ii) arrive at a fix or workaround as promptly as possible. If a work-around is provided, a fix shall be provided as promptly as possible thereafter.
Level 3 “Moderate”: This is any condition that is not critical in that no loss of data occurs and that Customer can reasonably circumvent or avoid on a temporary basis without the expenditure of significant time or effort. Cultivate will respond within one business day of receiving the report, and thereafter perform services as may be necessary to: (i) promptly begin work to replicate and verify the reported problem and (ii) arrive at a fix or work‑around as promptly as possible. If a work-around is provided, a fix shall be provided as promptly as possible thereafter.
Level 4 “Low”: This is a minor problem condition or Documentation error that Customer can easily circumvent or avoid. This includes feature requests. Cultivate will respond within one business day of receiving the report, thereafter begin work on error identification and verification within 5 business days of receiving the report, and provide Customer with a fix in the next version of the Software or Service, or promptly thereafter.
