Sharpen SLA Details

Exhibit A

Service Levels

Availability Service Level. The Availability Service Level for the first Service Credit is 99.999% or less than 26 seconds of downtime in a calendar month. Service is considered "unavailable" if the Sharpen Service is unable to send or receive traffic to the application, API gateway or voice infrastructure for reasons other than an "SLA Exceptions" as defined in this agreement. The incident will be classified as "Full-Service Impact", P1 as determined by Sharpen. Availability is calculated as (Total time in the month - Downtime not including SLA Exceptions) / Total time in the month. Downtime is calculated as Start Time of the Customer experiencing the Full-Service Impact – End Time of the Full-Service Impact. Customer will be entitled to a service credit upon written notice received within 20 days from the end of the month of the "unavailable" Service and a case opened with Sharpen Care at the time of the incident. The Service Credit is determined by multiplying the Monthly Recurring Licenses for the affected Service by the Service Level Credit Percentage. This percentage is based on the cumulative unavailability of the affected Service in a given calendar month, as outlined in the table below:

Cumulative Unavailability Service Level Credit Percentage
100% 0%
Less than 99.999% 5%
Less than 99.99% 10%
Less than 99% 20%

Recurring License Fees. The Recurring License associated with the affected Service:

Limitation. The Service Levels stated herein do not apply to any Services which originate or terminate outside of the Countries in which Sharpen has explicitly defined here: http://bit.ly/2tVj220.

SLA Exceptions. The following are exceptions to this Service Level Agreement (SLA), which will prevent Customer from receiving credits in connection with an unavailability event:

  1. Circumstances beyond Sharpen's reasonable control including without limitation: acts of any governmental body, war, insurrection, terrorist attack, sabotage, embargo, any Force Majeure events including but not limited to natural disasters such as fire, flood, strike, unforeseen power outages, epidemics or health emergencies, critical failures due to unforeseen software issues or bugs, third-party service provider issues, or labor disturbance.
  2. Scheduled maintenance which will not occur with unreasonable frequency, duration or timing that would be disruptive to Customer's use of the services. Regarding such maintenance, Customer acknowledges that Sharpen shall make reasonable efforts to provide notice to the Customer regarding scheduled maintenance that may affect Service. Such notice shall be provided through Sharpen's status page, whenever practicable. However, Customer also acknowledges that Sharpen reserves the right to perform emergency or urgent maintenance without prior notice to ensure the security, integrity, or performance of the Services.
  3. Internet DNS issues outside of the direct control of Sharpen.
  4. Major, wide-ranging AWS or Internet outage or slowdown beyond the control of Sharpen.
  5. Customer acts or omissions, including without limitation, any negligence, willful misconduct or use of Sharpen's network or services in breach of Sharpen's terms and conditions, whether such acts are performed by Customer or authorized or permitted by Customer.
  6. Customer or End-user equipment failure.
  7. Customer Local Area Network and Wide Area Network (Internet Connection).
  8. Failures of the PSTN (Public Switched Telephone Network) that limit the ability to originate or terminate traffic and occur outside the direct control of the Sharpen platform.

Root Cause Analysis (RCA). Sharpen commits to writing a document that outlines the cause for any issues that are P1 Full Service Impacting. The document will be sent through Sharpen Care for all Customers who logged an Incident. The RCA also includes preventative actions to mitigate the issue in the future.