Service Level Agreement (“SLA”)

1) This Service Level Agreement (SLA) is between GUARDDOG AI (Company), a Delaware corporation, with its principal place of business at 299 South Main St. #1300, Salt Lake City, UT 84111, and the Customer.

2) SLA OBJECTIVE

The SLA provides certain rights and remedies if a customer experiences a service interruption because of the failure of the Company’s Solution.

3) DEFINITIONS

For the purpose of this SLA, the terms in bold are defined as follows:

• a. Container means a lightweight, standalone, and executable package that includes everything needed to run a piece of software: the code, runtime, system tools, libraries, and settings. The company's standard operating system requirement is Docker.
• b. Affected Site(s) means the physical or virtual specific Site connected to the Services, in which the relevant Downtime occurred.
• b. Available or Availability means the time during which a Container is active, enabled and has reasonable access to the Service provided by Company, subject to the exclusions defined in Downtime Minutes below.
• c. Company Service Improvements means upgrades, patches, bug fixes, or other service improvements the Company may provide to the Services.
• d. Portal means https://dcx.guarddog.ai/;
• e. Downtime or Downtime Minutes means the total number of minutes that the Service is not Available and a Container cannot access the Service. The calculation of Downtime excludes time that a Container is unable to access the Services due to any of the following: (a) Maintenance; (b) A Site’s own Internet service provider failure or any other 3rd party connectivity method; ((c) A Force Majeure event; (d) Any systemic Internet failure; (e) Any failure in the Site’s own hardware, software or network connection; (f) Site’s bandwidth restrictions; (g) Customer’s acts or omissions; (h) Customer changes made negligently in the Customer Management Application; or (i) inability to access the Service, if a Customer is using IPSec or Cross Connect to connect to the Company Service, or (j) Anything outside of the direct control of Company ;
• f. Exploits and Attacks certain MITM (man in the middle) attacks and associated exploits and their derived prevented follow-on attacks.
• g. MTTD (Mean Time to Detect) certain MITM (man in the middle) attacks and associated exploits and their derived prevented follow-on attacks. Mean time to detect (MTTD) is the average time it takes a team to discover a security incident or threat.
• h. MTTC (Mean Time to Contain) - the average time it takes to contain a security incident after it has been discovered. MTTC is calculated by adding up the hours spent detecting, acknowledging, and resolving an alert, and then dividing by the number of incidents.
• i. Emergency Maintenance shall mean maintenance required to ensure the Availability, reliability, or security level of the Service due to unforeseen circumstances;
• j. Maintenance shall mean Company Service Improvements and Emergency Maintenance;
• k. Maintenance Time shall mean the period during which the Service may not be Available due to Company’s performance of Maintenance;
• l. Problem Response Time shall mean the time between the receipt of a valid Initial Support Ticket regarding a Service issue, and the initial response by Company in respect thereto;
• m. A Service Event shall mean an event of disruption to the Service, confirmed as such in writing by the Company, based on, and provided that, all information from the Customer regarding such an event was provided by the Customer through the Company Support Portal.
• n. Service Level Credit shall mean the credits to be provided to Customer upon the occurrence of a reduction in Availability as detailed below, which are calculated as more fully detailed below and are a percentage of total Fees paid by Customer for the Affected Site(s) during the month in which such reduction occurs;
• o. SLA Metric or Service Level shall mean the overall Service availability metric of 99.999%, measured by Company
• p. Total Monthly Minutes shall mean the number of days in the month multiplied by 1,440 minutes (about 1 day) per day;
• q. Grant of License to Access and Use Service. Company hereby grants to Customer, including to all Customers Authorized Users, a non-exclusive, sublicensable, assignable, and worldwide license to access and use the service (the “Service”) solely for end users internal business operations in accordance with the terms of this agreement and the Company's online terms of use.
• r. Support Services Initial Support. For the 24 months beginning on the Effective Date, and at Company's expense, Company will provide Customer with telephone or electronic support during Company's normal business hours to help Customer correct problems with the Software, and an internet-based support system available seven days a week, twenty-four hours daily.
• s. Renewed Support. After the initial 24-month support period, the Customer may elect to renew the Company's support services for an additional 12-month period, at the Company's then- current service rates.
• t. System Maintenance. The company may take the Service offline for scheduled maintenance and change its schedule of maintenance to one month's written notice to the Customer.
• u. Availability Calculation

  The company will measure the Availability of the Services, and this system will be the sole basis for the resolution of any dispute that may arise between the Customer and the company regarding the Service Level. Customer may present different measurements of the Availability of the Services based on internal systems of Customer to Company; in the event of a contradiction between Company’s measurements and Customer’s measurements, measurements based on Company’s systems shall prevail.

  Availability is calculated based on the following formula:

  A = (T – M – D) / (T – M) x 100%

  • A = Availability
  • T = Total Monthly Minutes
  • M = Maintenance Time
  • D = Downtime

  Not Included in "System Availability" will not include any minutes of downtime resulting from:

  • a. Scheduled maintenance,
  • b. Events of force majeure,
  • c. Malicious attacks on the system,
  • d. Issues associated with Customer's computing devices, local area networks or internet service provider Connections, or
  • e. Company's inability to deliver services because of the Customer's acts or omissions.

4) MEAN TIME TO DETECT (MTTD) & MEAN TIME TO CONTAIN (MTTC)

Service Level Response Times

5) SERVICE IMPROVEMENTS AND EMERGENCY MAINTENANCE

a) Service Improvements. During the term of the Agreement, when Company performs Service Improvements, it will make reasonable efforts to: (I) notify Customer via email, forty-eight (48) hours in advance of any Service Improvements, such notification to include the time and date of such Service Improvements, and (ii) synchronize such windows outside of applicable location working hours. No notice shall be required for Service Improvements conducted on Sundays between 2 PM – 6 PM UTC.

b) Emergency Maintenance - Customer hereby understands and agrees that there may be instances where Company needs to interrupt the Services without notice, in its sole discretion, in case of Emergency Maintenance.

6) PROBLEM RESPONSE TIME

a. If Customer experiences an issue with the Service, Customer is responsible for first verifying if a broader service disruption has already been reported. If a service disruption has already been reported that is applicable to the Customer’s problem, Company shall not be obligated to the response time per the table below, as the issue shall be considered as already being addressed, and progress updates will be provided to all affected Customers via the Portal.

b. Company will respond to Customer after submission of an Initial Support Ticket to Company via the Company Portal or email and will provide Customer with progress updates in accordance with the timelines outlined in the table below.

7) SUPPORT SERVICE & CONTACT INFORMATION

a. Service Level Credits

The following credits will be provided for SLA violations:

b. Claims Process

To be eligible for Service Level Credit(s), Customer must meet the following:

• Customer account must be in good standing with all invoices paid and up to date;
• There must be a support ticket documenting the event created within 24 hours of the Service Event (the “Initial Support Ticket”);
• The Customer must notify Company by opening an additional support ticket, within five (5) business days of opening the Initial Support Ticket and provide a claim notice (“Claim Notice”);
• The Claim Notice must include the following:
  • 1. Subject of the ticket must be: “Claim Notice – <account-name>” (Customer account name as registered with Company must be listed in place of ‘< account name> ’);
  • 2. List the type of Service that was affected.
  • 3. List the date and time on which the violation happened.
  • 4. List the Containers that were affected by the downtime.
  • 5. Ticket number of the documented Service Event.

The company will confirm receipt of the Claim Notice within five (5) business days of receipt. If the Company cannot confirm the Downtime, then the Customer and Company agree to refer the matter to executives at each company for resolution. The sole and exclusive remedy to which the Customer may be entitled for failure to provide the level of Availability outlined in this SLA as per the Service Level Metric is the amount of Service Level Credits set forth above for the affected Service Level Metric and the Affected Sites for the affected month.

c. Payments

The Service Level Credit will be reflected in the Company’s invoice to the Customer following confirmation that the Customer is eligible for credit.