SLA

Last Updated: August 25, 2023

This esh OS LTD. (“EOS”) Service Level Agreement (“SLA”) governs the use of the Services listed below (the “Included Services”) and applies separately to each account using the Services. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Customer Agreement (the “Agreement”).

Definitions

• “Availability” is calculated for each 5-minute interval as the percentage of Requests processed by the applicable Included Service that do not fail with Errors and relate solely to the provisioned Included Service. If Customer did not make any Requests in a given 5-minute interval, that interval is assumed to be 100% available.

• An “Error” is any Request that returns a 500 (internal server error - server encountered an unexpected condition that prevented it from fulfilling the request) or 503 (service unavailable - server is not ready to handle the request) error code.

• “Monthly Uptime Percentage” for a given EOS region is calculated as the average of the Availability for all 5-minute intervals in a monthly billing cycle. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion (defined above).

• A “Request” is an API request to EOS by directly calling the API or trigger an event, as defined specifically by EOS for each Service.

• A “Service Credit” is a USD or other currency credit, calculated as set forth above, that EOS may credit back to an eligible account.

Service Commitment

EOS will use commercially reasonable efforts to make the Included Services each available with a Monthly Uptime Percentage, during any monthly billing cycle, of at least 99.9% to the extent Customer is using the Service in multiple regions (the “Service Commitment”). In the event any of the Included Services do not meet the Service Commitment as measured for a time-period of two consecutive months, Customer will be eligible to receive a Service Credit as described below.

Service Credits

If you have been charged for a Service for a period when that Service was unavailable, you may request a Service Credit for such period. Service Credits are calculated as a percentage of the total charges paid by Customer for the applicable Included Service in the applicable EOS region for the monthly billing cycle in which the Monthly Uptime Percentage fell within the ranges set forth in the table below:

EOS will apply any Service Credits only against future payments otherwise due from Customer for the applicable Included Service. At EOS discretion, EOS may issue the Service Credits to the credit card Customer used to pay for the billing cycle in which the unavailability occurred. Service Credits will not entitle Customer to any refund or other payment from EOS. Service Credits may not be transferred or applied to any other account. Customer's sole and exclusive remedy for any unavailability or non-performance or other failure by EOS to provide the Included Services is the receipt of Service Credits (if eligible) in accordance with the terms of this SLA.

Credit Request and Payment Procedures

In order to receive Service Credits, Customer shall submit an SLA Service Credit Request Form. To be eligible, the credit request form must be received by EOS by the end of the second billing cycle after which the incident occurred.

If the Monthly Uptime Percentage of such credit request is confirmed by EOS and is less than the Service Commitment, then EOS will issue the Service Credits to Customer within one billing cycle following the month in which the credit request occurred. Customer's failure to provide the credit request and other information as required above will disqualify Customer from receiving Service Credits.

Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of an Included Service, or any other Included Service performance issues that were: (i) coordinated with the Customer in advance; (ii) caused by factors outside of EOS reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the applicable Included Service; (iii) that result from any voluntary actions or inactions from Customer or any third party; (iv) that result from Customer not following the best practices described in the applicable Included Service Documentation on the EOS Site; (v) that result from Customer equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within EOS direct control); or (vi) arising from EOS suspension or termination of Customer right to use the applicable included Service in accordance with the Agreement (collectively, the “SLA Exclusions”).

If availability is impacted by factors other than those explicitly used in EOS Monthly Uptime Percentage calculation, then EOS may issue a Service Credit considering such factors at EOS discretion.

Warranty

The support and training services will be provided in a professional manner. Other than the warranty specifically stated herein, the support services shall be provided "as is" and EOS hereby disclaims any other warranty, express or implied or statutory, with respect to such services.  

Escrow

This "Escrow" section shall apply solely to Customer who purchased the Developer Support Level Service.

EOS shall maintain a runtime code escrow agreement, with a software escrow provider mutually agreed upon by the parties. EOS shall update the deposited runtime code from time to time, and no less than once a year, in order to reflect the most updated version of the Software and related documentation, in a manner which will allow a reasonable skilled person to operate the code.

Customer may use the Software’s runtime code, for a period of up to six (6) years, for the sole purpose of maintaining the Software in accordance with the use contemplated under the Agreement at any time in the event of any of the following circumstances, after obtaining a court-order approving so: (i) if EOS ceases for any reason to provide the Services in accordance with the provisions of the Agreement for over 30 days during any period in which it is obliged to provide such Services; or (ii) if EOS becomes insolvent or filed for bankruptcy. The expenses with respect to the escrow agreement shall be borne by Customer.

If any of the foregoing events occurs, and the Customer uses the Software's runtime code, such usage shall be in accordance with the term of the Agreement, including payment obligations. 

Services

User Management (Roles and Permissions)

Financial Management (GL & ALM Tools)

Content Center (CMS Tool)

Products Factory (BPM Tool)

Ticketing Tool

Customer Center (End-User Information & Actions)