Service Level Agreement
Last revised on: November 23, 2021
This Service Level Agreement (the “SLA”) will become part of the Terms of Service between Holmusk and Customer that references this document or the documentation located at Terms of Service. The SLA describes the uptime commitment Holmusk makes to Customer in the provision of the Services pursuant to a Service Order entered into between Holmusk and Customer. The Service Order, together with the Terms of Service, constitute the “Agreement” between Holmusk and Customer.
This SLA was updated November 23, 2021. Holmusk reserves the right to periodically modify the SLA, and such modification will automatically become effective in the subsequent Renewal Service Term.
1. Service Level Commitment.
- a. General Description of Service Levels:
Holmusk will provide the following support for the Services to the Customer as part of the Order: - support for testing, troubleshooting, and implementation of the Services;
- during Business Hours, use commercially reasonable efforts, including e-mail and ticketing support for assistance in identifying and resolving errors directly impacting the operational use of Services (“critical condition” issues) within 4 hours during Business Hours and within 12 hours outside of Business Hours. If an issue cannot be resolved in that time period, the Holmusk will provide a projected resolution time. For non-critical condition issues, defined as issues that do not directly impact the operational use of Services, a projected resolution period will be provided by Holmusk;
- monitoring Services to ensure service is being provided according to the standards of this Order;
- reporting all system-wide outages within 4 hours of becoming aware of such an outage to the Customer's contact for notices identified in this Order. Holmusk shall have no responsibility to report outages or performance degradation of any third-party sites or applications not under the control of Holmusk;
- scheduling upgrades and maintenance that involves disruption of normal availability of the Platform or Services only between the hours 11:00 PM and 4:00 AM Eastern Time (the “Maintenance Window”), provided that Holmusk gives Customer not less than three (3) business days’ advance written notice of such Maintenance Window, unless Service upgrades are a result of an emergency situation with respect to which notice will be given no later than two (2) hours after such emergency upgrade; and
- communicating any non-scheduled or emergency maintenance which impacts Services to Customer pursuant to Holmusk’s then-current policies and procedures.
- b. Minimum Service Level:
Holmusk shall use commercially reasonable efforts to maintain the Minimum Service Level during the Term of the Order. 
- c. Service Disruption:
Holmusk will inform Customer by email, or other prompt means if email is unavailable, of any service disruption, unless such disruption is of an insignificant nature, defined as less than one (1) hour. Holmusk will use commercially reasonable efforts to restore service as soon as reasonably practicable and inform Customer by email, or other prompt means if email is unavailable, once service is restored. - d. Exceptions:
The following downtime minutes will be excluded from the measurement of compliance with the Minimum Service Level: (i) downtime measurement windows related to scheduled maintenance; (ii) downtime measurement windows related to any matter constituting Force Majeure pursuant to the MSA; (iii) downtime minutes resulting from acts by Customer other than in accordance with the Agreement, including but not limited to any negligence, willful misconduct or use of the Holmusk Services in breach of the Agreement and (iv) downtime measurement windows resulting from data or transmission quality issues outside of Holmusk’s reasonable control.
Scheduled maintenance will be conducted in accordance with this SLA. Holmusk at its sole discretion may plan additional scheduled maintenance which will be communicated by email to Customer at least 24 hours in advance with notice of how many hours of downtime are expected. - e. Support Hours:
Support Hours are 8:00 am to 6:00 pm Eastern Time (ET), each Business Day (any day which is not a Saturday, Sunday or public holiday).
EXCLUSIONS
Notwithstanding the foregoing, Holmusk does not warrant that the Customer’s use of Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements beyond what is described in this Order; and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Holmusk shall have no responsibility or liability of any kind, whether for breach of warranty or otherwise, arising or resulting from: (a) Customer’s or Authorized Users’ use of any version of the Software or the Services other than the then-current unmodified version provided to Customer; (b) any problems which are not errors; (c) problems caused by failed Internet connections or other hardware, software or equipment which is not owned, controlled or operated by Holmusk; (d) nonconformities resulting from misuse, abuse, negligence, or improper or unauthorized use of all or any part of the Services, Software, or Documentation; (e) problems or errors caused by Customer’s, Authorized Users’, or other third party’s products, services or equipment; or (f) modification, amendment, revision, or change to the Software or the Services by any party other than Holmusk or Holmusk-authorized representatives.
