Service Level Agreement

Last Updated: June 30, 2021

This Service Level Agreement (“SLA”) is our policy governing the use of the Ceros Platform for its Intended Purpose. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.

1. Service Commitment

Ceros will procure, set up and maintain hardware and software to support commercially reasonable usage of the Subscription Services including bandwidth, storage and data-transfer capacity. Ceros shall ensure that all hardware and software used in respect of the Platform is hosted within facilities that comply with customary industry practices regarding security and privacy.

2. Availability

Availability shall be calculated according to the following formula:

(Unscheduled Annual Downtime (mins) / Total Annual minutes)

Unscheduled Annual Downtime means any downtime caused by Ceros that does not fall within an Exclusion as defined in Section 3 of this SLA.

Total Annual Minutes is a calculation of the number of minutes in the given year. Total Annual Minutes is calculated as = 365 days = (365 x 24 hours) x 60 minutes = 525,600 minutes.

Ceros shall achieve a target of 99.9% Availability for the Ceros Platform and 99.995% Availability for all published experiences.

3. Exclusions

Downtime is the overall number of minutes Ceros was unavailable during a month. Ceros calculates downtime using server monitoring software. Downtime excludes the following:

• Faults associated with Customer’s computer, network equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control),
• Power outages, external network or equipment problems outside of our reasonable control, or other Force Majeure Events,
• Use of the Platform for any purpose other than the Intended Purpose,
• Faults caused by any breach of the Agreement by Customer or that result from any actions or inactions of you or any third party,
• Any products or features identified as pilot, alpha, beta or similar,
• Scheduled Downtime for maintenance, or
• Lack of access arising from our suspension or termination of your right to use the Subscription Services in accordance with the Agreement. 

4. Scheduled Downtime for Maintenance

Ceros reserves the right to modify the Subscription Services as necessary in an effort to improve your experience. If scheduled downtime is necessary, we’ll give you at least forty-eight (48) hours advance notice via the in-app chat widget.

5. Service Credits

Should Availability fall below the target set out in Section 2, in any 12 month period, Customer shall be entitled to a Service Credit calculated in accordance with the following formula:

(Term Price multiplied by Service Credit Percentage) divided by 12

For example, “Over 1% and up to 3%” means:

5,776-15,752 minutes of Platform Unscheduled Annual Downtime

5,781-15,767 minutes of Published Experiences Unscheduled Annual Downtime

Platform Availability: 98.8-96.9%

Published Experiences Availability: 98.994-96.995

6. Credit Procedures

Ceros shall monitor all servers and core network devices. In the event of Unscheduled Annual Downtime, or upon request, Ceros shall provide a monthly report covering the preceding 12 month period detailing Availability.

If the Unscheduled Annual Downtime is confirmed by us and is greater than the target(s) provided herein, then we will issue the Service Credit to you. Unless otherwise provided in the Agreement, this SLA sets forth your sole and exclusive remedies, and Ceros’ sole and exclusive obligations, for any unavailability, of the Subscription Services.

7. Customer Support

Support Hours are Monday to Friday between 0300hrs EST and 1800hrs EST.

During Support Hours, Customers have access to the Ceros Customer Success Team via an in-app chat widget for assistance with general Ceros functionality and daily activity associated with use of the Platform. Chat response is typically provided in under ten (10) minutes during Support Hours.

Ceros provides email support to the Customer’s designated Support Contact for problems relating to the general operation of the Platform in performing its Intended Purpose. Support can be contacted via email at support@ceros.com. Ceros Support Team shall respond to email support requests within four (4) hours of receipt during Support Hours and, for email support requests received outside of Support Hours, within four (4) hours of the commencement of the next Service Hours.

8. Priority Level and Target Resolutions

All queries and requests for support pursuant to this Section, regardless of category, should be raised by by email to support@ceros.com.

All requests are assigned to a member of the Customer Success Team and prioritized based on the severity and visibility of the issue. Ceros will attempt to troubleshoot the issue and provide a workaround solution. Ceros will use commercially reasonable efforts to respond to requests and problems that reflect the urgency of the resolution of a request. A “Resolution” can be any of the following: a work around, hotfix, release, or an action plan to address the issue. 

At the time Ceros receives a Support request, Ceros will assign a Priority Level based on the above table. The Priority Level of the request may be adjusted upon notice to the Customer. Due to the widely varying nature of possible issues, it is not possible to provide specific resolution objectives. Ceros will use commercially reasonable efforts to resolve all reported and verifiable issues as promptly as possible and in accordance with the Priority Level assigned.