SERVICE LEVEL AGREEMENT:
akoyaGO, Pearl, eGrant.net, FundWeb.net
This Service Level Agreement (the “SLA”) is between Bromelkamp Company LLC (“Bromelkamp”) and the Customer. This agreement provides assurance of the availability of online services provided by Bromelkamp and remedies Customer has access to if Bromelkamp does not meet that assurance. This agreement may be modified from time to time by Bromelkamp with effect after 24-hour notice, or after 90 days posting on www.bromelkamp.com.
A. DEFINITIONS
1. “Agreement” means Bromelkamp Online Terms of Service that governs the Service.
2. “Claim” means a claim submitted by Customer to Bromelkamp alleging that a Service Level under this SLA has not been met and that a Service Credit may be due to Customer.
3. “Customer” means the person or organization that contracted for Services under the Agreement.
4. “Downtime” means a period of time when Customers are unable to read or write any Service data for which they have appropriate permission.
5. “Exclusions” means the performance or availability issues that are noted in Section B.
6. “Incident” means a set of circumstances resulting in an inability to meet a Service Level.
7. “Bromelkamp” means Bromelkamp Company LLC, 106 E 24th Street, Minneapolis, MN 55404.
8. “Monthly Uptime Percentage” is calculated on a calendar month basis (according to the formula set forth in Section B).
9. “Notice” means that within a notice period of five business days following an Incident, the Customer must notify Bromelkamp of the Incident pursuant to section D, below.
10. “Service” or “Services” means akoyaGO, Pearl, FundWeb.net, or eGrant.net services provided to Customer pursuant to the Agreement.
11. “Scheduled Downtime” means published maintenance windows or times where Bromelkamp Company notifies Customers of periods of Downtime for the scheduled network, hardware, Service maintenance, or Service upgrades at least 24-hours prior to the commencement of such Downtime.
12. “Service Credit” means the amount credited to the Customer by Bromelkamp for a validated Claim.
13. “Service Level” means the percentage of Service availability for a given month that Bromelkamp agrees to provide Customer, which is measured by the Monthly Uptime Percentage.
14. “Subscription Fee” means the annual hosting fee amount that the Customer pays Bromelkamp for their subscription to the Service.
B. AVAILABILITY
Bromelkamp shall make the Services available to the Customer 99% of the time, except as provided below. Availability will be calculated per calendar month, as follows:
Where:
· “Total” means the total number of minutes in the calendar month;
· “Non-excluded” means downtime that is not excluded; and
· “Excluded” means: -Any planned downtime of which Bromelkamp gives 24 or more hours’ notice. Bromelkamp will use commercially reasonable efforts to schedule all planned downtime during the hours from 8:00 p.m. – 5:00 a.m. U.S. Central Time.
-Any period of unavailability lasting less than 15 minutes.
-Any period of unavailability that resulted from
Any planned downtime of which Bromelkamp gives 24 or more hours’ notice. Bromelkamp will use commercially reasonable efforts to schedule all planned downtime during the hours from 8:00 p.m. – 5:00 a.m. U.S. Central Time.
· Any period of unavailability lasting less than 15 minutes.
· Any period of unavailability that resulted from
Customer’s or third party hardware, software or services;
· Actions or inactions by Customer or Customer’s employees, agents, contractors, or vendors, or anyone gaining access to Bromelkamp’s network by means of Customer’s passwords or equipment.
· Customer’s use of the Service after Bromelkamp advised Customer to modify its use of the Service if Customer did not modify its use as advised;
· Customer’s optional use of beta/test site, trial offers early access programs and/or demos. Notice about and determination of such usage to be made by Bromelkamp.
* Any unavailability caused by a Force Majeure Event.
Force Majeure Scope
In the event that either party’s performance is delayed, prevented, obstructed, or inhibited because of any act of God, fire, casualty, delay or disruption in transportation, flood, war, strike, lockout, epidemic, destruction or shut-down of facilities, shortage or curtailment, riot, terrorism, insurrection, governmental acts or directives, any full or partial failure of any communications or computer network or any cause beyond such party’s reasonable control, the party’s performance will be excused, and the time for the performance will be extended for the period of delay or inability to perform resulting from such occurrence. The occurrence of such an event will not constitute grounds for a declaration of default by either party hereunder.
C. REMEDIES
Should Bromelkamp fail to make the Services available as set forth in Section B above in a calendar month, the Customer is entitled to receive a refund of Services subscription fees for such calendar month in the amount set forth below. Should Bromelkamp fail to make the Services available as set forth in Section B above in two consecutive calendar months, Customer may terminate the Agreement by providing written notice of termination, in which case Bromelkamp will refund to Customer any prepaid fees for the remainder of the Services subscription term(s) following the date of termination.
Availability Percentage
Credit Percentage of Monthly Fees for the Services
| Availability Percentage | Credit Percentage of Monthly Fees for the Services |
| < 99.0 % – >= 98.0 | 5% |
| < 98% – >= 95% | 10% |
| < 95% | 15% |
D. REPORTING, CLAIMS, AND NOTICES
1. In order to make a Claim, Customers must be in compliance with policies for acceptable use of the Service found in the Agreement.
2. In order to be eligible to submit a Claim with respect to any Incident, the Customer must first have notified Bromelkamp customer support of the Incident within five business days following an Incident.
3. Customer must provide all reasonable details regarding the Claim, including but not limited to:
· Company name;
· Detailed description of the Downtime incident, including dates and time periods for each instance during the relevant period; and
· An explanation of the claim, including any relevant calculations.
4. Customer must submit the Claim and provide sufficient evidence to support it, by the end of the month following the month in which the Incident which is the subject of the Claim occurs (for example, Incident occurs on January 15th, Customer provides Notice on January 20th, Customer must provide sufficient evidence to support Claim by February 28th).
5. Bromelkamp will use all information reasonably available to validate Claims and make a good faith judgment on whether the SLA and Service Levels apply to the Claim. All claims will be verified against Bromelkamp’s system records. Should Bromelkamp dispute any period of unavailability alleged by Customer, Bromelkamp will provide to Customer a record of Services available for the applicable period.
6. Bromelkamp will use commercially reasonable efforts to process Claims within 45 days.