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Service Level Agreement.txt
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Service Level Agreement
Last modified August 31, 2023.
Proctorio ("Company") and the Customer on the corresponding Software-as-a-Service Agreement ("SaaS Agreement") agree to abide by this Service Level Agreement (the "SLA"), which hereby incorporates the Terms of Use (which also includes SaaS Terms Definitions), Privacy Policy, and SaaS Agreement.
This SLA is meant to further explain the terms and services provided in the SaaS Agreement, and thus, only apply if the Customer has entered into a SaaS Agreement with the Company. To the extent there are any inconsistencies between this SLA and the SaaS Agreement, the SaaS Agreement shall prevail, and the SLA shall terminate upon the termination of the SaaS Agreement. This SLA also provides clear uptime expectations, articulated resolution response times, as well as remedies available should Proctorio ever fall below expectations. Historically, Proctorio has maintained an uptime of greater than 99.991%, as seen publicly at: https://proctoriostatus.com
1. Definitions
The following terms in this SLA unless otherwise defined in the SaaS Agreement or Terms of Use shall mean:
"System Uptime" – the total amount of time during any calendar month, measured in minutes, during which the Customer has the ability to access the features and functions of the Application Service as herein contemplated.
"Scheduled Downtime" – Normally upgrades do not result in any downtime, and the Company does not normally utilize Scheduled Downtime. However in rare cases the Company might have to utilize scheduled downtime to perform certain upgrades. Scheduled downtime is the total amount of time during the calendar month (not to exceed 2 hours), measured in minutes, during which the Customer is not able to access the Application Service, as hosted by the Company, due to planned system maintenance performed by the Company, as set forth below based on the region selected by the Customer:
For the customer whose data is stored within the America regions, the Company will exercise reasonable efforts to perform scheduled system maintenance between the hours of 01:00 am - 02:00 am UTC-6 (07:00 am - 08:00 am UTC).
For the customer whose data is stored within the EMEA regions, the Company will exercise reasonable efforts to perform scheduled system maintenance between the hours of 01:00 am - 02:00 am UTC+1 (12:00 am - 01:00 am UTC).
For the customer whose data is stored within the APAC regions, the Company will exercise reasonable efforts to perform scheduled system maintenance between the hours of 01:00 am - 02:00 am UTC+7 (05:00 pm - 06:00 pm UTC).
The Company reserves the right to change the aggregated times set forth below, provided that the Company provides at least forty-eight (48) hours' notice before modifying such Scheduled Downtimes.
"Unscheduled Downtime" – the total amount of time, during any calendar month, measured in minutes, during which the Customer is not able to access the features and functions of the Application Service as contemplated in this SLA, other than Scheduled Downtime.
"System Availability": – with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the total time during such month (which includes all minutes in the relevant calendar month, if they are included with this SLA) and thereafter dividing the difference so obtained by the total time such month.
2. Customer Requirements
Minimum System – this SLA is only applicable if the Customer and its Authorized End Users, as applicable, meet the minimum system standards as set forth on https://proctorio.com/support/requirements, which the Company may update with written notice to the Customer.
Additional Customer Obligations – the Customer is responsible for maintenance and management of its computer network(s), servers, software, and maintenance and management of related equipment or services. The Customer is responsible for correctly configuring its systems according to the Company's instructions, if provided, to ensure access to the features and functions of the Application Service. To allow the Company to monitor the Customer's assessment platform (or other applicable platform accessing the Application Service) for system performance pursuant to Section 3, the Customer must also provide the Company with the ability to perform testing from IP address here (https://cdn.proctorio.net/resources/ips-v4.txt) and here (https://cdn.proctorio.net/resources/ips-v6.txt) at regular intervals using a user agent of:
Proctorio-Uptime-Bot/1.0 (+https://proctorio.com/tos)
Reporting of Unscheduled Downtime – the Customers must promptly notify the Company if Unscheduled Downtime occurs. Unscheduled Downtime begins on the earlier of when the Company received accurate notification from the Customer or when the Company first becomes aware of it.
Customer's Non-Performance – Company's obligations in this SLA will be excused if any failures result in whole or in part from the Customer's or its Authorized End Users' failure(s) to meet their obligations.
3. Performance
System Availability – the Company will undertake commercially reasonable measures to ensure that System Availability equals or exceeds 99.7% during each calendar month (the "Service Standard"), provided that any Unscheduled Downtime occurring as a result of (i) the Customer's breach of any provision of these SLA; (ii) non-compliance by the Customer with any provision of this SLA; (iii) incompatibility of the Customer's or Authorized End User's equipment or software with the Application Service; (iv) performance of the Customer's systems or the internet; (v) modifications or updates by third-party manufactures/licensors to systems or software that interact with the Application Service; (vi) a Service Suspension, or (vii) force majeure, as defined in the SaaS Agreement, shall not be considered toward any reduction in System Availability measurements.
Bandwidth Availability – the Company monitors the aggregate packet loss and transmission latency within its LAN and WAN. The Company does not monitor the packet loss or transmission latency of specific customers. After discovering or being notified by the Customer of packet loss in excess of one half percent (0.5%), the Company will use commercially reasonable efforts to determine the source of such excess packet loss or latency and to correct such problem to the extent that the source of the problem is on the Company's network.
Access to Support; Response Times – The Customer may report Unscheduled Downtime at any time ("24x7x365") by contacting the Company at:
via support website:
https://proctorio.com/support
or via email:
The Company will exercise commercially reasonable efforts to initiate remedial activity based on the below listed severity levels:
Priority 1 (Emergency): The Application Services are inoperable or a core function of the Application Services is unavailable.
A disruption of service within the scope of the given contract that prevents continuation of the Customer business productivity or operations. A workaround solution does not exist.
Priority 2 (Critical): A core function of the Application Services are significantly impaired.
Issue has made an important application function or environment unusable and there is significant impact to Customer business productivity or operations. A work around solution does not exist.
Priority 3 (Serious): A core function of the Application Services is impaired, where the impairment does not constitute a serious issue; or a non-core function of the hosted services is significantly impaired.
Issue has diminished the functionality of a critical or important application function or environment, but the application or environment is still usable and there is limited impact to the Customer business productivity or operations.
Priority 4 (Minor): Any impairment of the Application Services not falling into the above categories; and any cosmetic issue affecting the Application Services.
Issue has diminished the functionality or performance of a supported application or supported environment, but there is nearly no impact to the Customer business productivity or operations.
Please note that the below workaround and problem solving time frames may change as the updates may be dependent on the application publishing or a third party.
| Level | Received confirmation | Qualified answer | Problem solved / workaround implementation |
|-----------|-----------------------|------------------|--------------------------------------------|
| Emergency | 15 minutes | 30 minutes | 6 hours |
| Critical | 15 minutes | 60 minutes | 8 hours |
| Serious | 15 minutes | 120 minutes | 5 working days |
| Minor | 15 minutes | 240 minutes | next upgrade / release |
Service Suspension – the Company may temporarily suspend the Customer's and any Authorized End User's access to any portion of, or all of the Application IP if (i) the Company reasonably determines that, through any automated, manual, active or passive technology application (a) there is a threat or attack on any of the Application IP; (b) the Customer's or any Authorized End User's use of the Application IP disrupts or poses a security risk to the Application IP or any of the Company's customers or vendors; (c) the Customer or any Authorized End User(s) is/are using the Application IP for illegal activities; (d) subject to applicable law, the Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (e) applicable law prohibits the Company's provision of the Application Service to the Customer or any Authorized End User; or (f) the Company's vendor has suspended or terminated the Company's access to or use of any third-party services or products required for the Customer to access the Application IP (each such suspension, is a "Service Suspension"). The Company will make commercially reasonable efforts, including emailing notices to Customer's Company-registered email address, to provide the Customer notice of any Service Suspension and to provide access to updates following any Service Suspension. The Company will use commercially reasonable efforts to provide access to the Application Service as soon as reasonably possible after curing the Service Suspension.
4. System Monitoring
The Company has network monitoring software and other related software tools.
5. Measurement and Reports
The Company will provide monitoring of System Availability on an ongoing basis. All measurements of System Availability will be calculated on a monthly basis for each calendar month during the Term, as set forth in the applicable SaaS Agreement: https://proctoriostatus.com.
6. Remedies
Credit Against Fees - In the event Unscheduled Downtime occurs, the Customer will be entitled to credits against its subsequent payment obligations (as set forth in this SLA) according to the following: The network of computers will have a guaranteed aggregate average uptime of 99.7% over the course of three (3) months. This does not include Scheduled Downtime for maintenance on servers, which will be minimal, as previously stated. This also does not include mass-network problems such as major backbone problems. For every one percent (1%) of Unscheduled Downtime below the Service Standard that the Company experiences during a calendar month, a credit of five percent (5%) of 1/12th of the Customer's annual Fees actually paid by the Customer to the Company without offset, promotional discount, or other similar offer, will be credited to the Customer's account, up to a maximum of fifty percent (50%) of 1/12th of the applicable annual Fees actually paid by the Customer to Proctorio. The Customer must submit full documentation via e-mail to the Company with the credit request. Documentation must show details of proof of downtime. These can be in any manner including pings, trace routes, and third-party outage notifications for the past three (3) months. E-mails without full details are not eligible for a credit.
The Company will not be liable for any lost revenues during downtime. The Customer's rights under this Section 6 are the Customer's sole and exclusive remedy with respect to any Unscheduled Downtime or any failure by the Company to meet the Service Standard required by Section 3.
7. Changes
The Company may change this SLA from time to time. To ensure you are aware of all updates, please check this SLA periodically for updates on https://github.com/proctorio/policies.