Service Level Agreement

Last updated 4/18/2024

This Service Level Agreement (“SLA“) forms part of the Enterprise Terms of Use between Customer and PreVeil and sets forth the support services and levels of service that will be provided by PreVeil for those Services described on an Order Form (together with the Enterprise Terms of Use, the “Agreement”) entered into between a Customer and PreVeil that expressly incorporates the terms of this SLA by reference.

In the event there is any conflict or inconsistency between the terms of this SLA and the terms of the Agreement, the terms of the Agreement shall govern. Except as otherwise modified or defined herein, all capitalized terms in this SLA have the same meanings as set forth in the Agreement.

PreVeil monitors the availability of the Services and performs preventive service maintenance tasks from time to time. This SLA describes availability levels and the technical assistance offered by PreVeil for the Service s, subject to Customer’s compliance with the terms of the Agreement. This SLA does not apply to any Special Customer Decryption Servers.

Definitions

“Attributable Monthly Subscription Fee” means one-twelfth of the base annual fee for the Services.
“Emergency Maintenance” means downtime of the Services outside of the Scheduled Maintenance Window hours that is required to complete the application of urgent patches or fixes, to undertake other urgent maintenance activities, or where maintenance is required as a result of conditions beyond PreVeil’s control. If Emergency Maintenance is required, PreVeil will promptly contact Customer and provide the expected start time of the Emergency Maintenance, its planned duration, and whether PreVeil expects the Services to be unavailable during the Emergency Maintenance. “Scheduled Maintenance Window” means the window during which scheduled maintenance of the Services may be performed, which may cause the Services to be unavailable. The Scheduled Maintenance Window occurs each Monday 8pm-10pm (EST) and Tuesday 5pm-7pm (EST) for North American based customers, and will not exceed three hours per calendar quarter. The Scheduled Maintenance Window may be modified by PreVeil from time to time upon written notice to Customer. Additional, non-impactful updates to the Services may be released periodically during the work week.
“Service Credit” means the percentage of the Attributable Monthly Subscription Fees that is awarded to Customer for a validated claim related to breach of the SLA during that month.
“System Availability” means the availability of the Services expressed as a percentage and calculated by multiplying 100 times the quotient of (i) total number of minutes the Services is available (other than unavailability due to Exclusions) in the applicable calendar month divided by (ii) the total number of minutes in the month less Exclusions.

Availability of Services

Availability. The Services will be available to Customer with at least 99.9% System Availability during each calendar month (“Availability Commitment”).
Remedy. If the System Availability is less than 99.9% during a full calendar month, and if Customer has fulfilled all of its obligations under the Agreement and this SLA, Customer has the right to claim a Service Credit, to be applied to the month in which the failure to meet the required System Availability has occurred. The Service Credit will be calculated in accordance with the table below:

% of Services Availability per Calendar Month	Service Credit
< 99.9% to 99.5%	10%
<99.5% to 99.0%	15%
< 99.0%	25%

General Terms Applicable to this SLA:

SLA Claims Generally

In order to be eligible to receive a Service Credit, Customer must notify PreVeil via email to billing@PreVeil.com within five business days from the date of the incident Customer first believes entitles it to receive a remedy under the SLA requirements set forth above.
For all claims subject to validation by PreVeil, PreVeil will use log files, database records, audit logs, and any other information available to validate claims and make a good faith judgment on the applicability of Service Credits to the incident. PreVeil will make information used to validate a SLA claim available for auditing by Customer at Customer’s request.
The remedies set forth herein represent Customer’s sole and exclusive remedy for PreVeil’s failure to meet the Availability Commitment.
The maximum credit Customer is entitled to receive in any given month is fifty percent (50%) of the Attributable Monthly Subscription Fee for the Services.
The service credit shall be calculated against the Attributable Monthly Service Fee associated with the Services for the applicable month where the Availability Commitment was not met. The service credit shall be used to offset future Services fees and shall be applied to Customer’s next invoice (or refunded if there are no forthcoming invoices). If Service Credits cannot be applied to invoices because the Order Form has expired or been terminated, PreVeil will promptly pay Customer the amount of the credit, except that Customer will not receive a refund if PreVeil terminated the Order Form for Customer’s material uncured breach.

Exclusions

“Exclusions” means any inoperability or downtime caused by the following:

Any Scheduled Maintenance Window or Emergency Maintenance;
Any Force Majeure event;
use of the Services outside the scope described in the Agreement and any documentation made available by PreVeil related to the Services (“Documentation“);
Customer equipment, software or other technology (“Customer Equipment“) or third party equipment, software or other technology outside of PreVeil data center and not under the direct control of PreVeil (e.g., local ISPs employed by Customer) (“Third Party Equipment“);
any changes to Customer Equipment or Third Party Equipment that are not made or directed to be made by PreVeil (e.g., installation of software or a configuration change on a Customer device);
initial configuration of the Services or any subsequent failure of Customer to meet the configuration requirements for Customer Equipment set forth in the Documentation;
any actions or inactions of Customer or any other third party not under the direct control of PreVeil;
attacks (i.e. hacks, denial of service attacks, malicious introduction of viruses and disabling devices) caused by third parties;
Any interruption of five (5) consecutive minutes or less.

Support Services:

PreVeil will provide support services to assist Customer in resolving Issues (“Support Services“). Support Services do not include: (a) physical installation of the PreVeil software and any Documentation; (b) visits to Customer’s site; (c) any professional services associated with the Services, including, without limitation, any custom development, data modeling, training and knowledge transfer; or (d) the set-up, configuration and use of the Services.

Support Case Prioritization:

Any issues reported by Customer to PreVeil and accepted by the PreVeil support team will be classified as an Issue or a Request and assigned a priority. The following priorities and their meanings are used herein:

Level 1 – Business Critical: An Issue that renders the Services completely inoperative for all users.
Level 2 – Degraded Service: An Issue that materially impairs substantial features of the Services for many users; no reasonable workaround is available.
Level 3 – General Issue: An Issue that impairs a feature of the Services for a few users; a reasonable workaround is available.

Response Times:

PreVeil will use commercially reasonable efforts to provide an acknowledgement of a reported Issue to Customer and respond within the target time frames specified below (“Response“). The Response will include the priority assigned to the case, any actions taken, immediate resolution if available, and any escalation plans.

Standard Support
Hours of Operation	8 AM – 8 PM ET Monday – Friday
Support Access Method	Email: support@preveil.com Web: preveil.com/support
Support Response Method	Email/Phone
Number of Support Requests	Unlimited
Priority Level Level 1 – Urgent Level 2 – High Level 3 – Normal	Target Response Time Within 1 business hour Within 4 business hours Within 8 business hours

PreVeil is not obligated to provide support if: (a) the Services have not been used in a manner consistent with the documentation; (b) the Services have been altered or modified by any party other than PreVeil; (c) an upgrade, update or patch that PreVeil has recommended and made available has not been installed due to Customer’s actions or instructions; or (d) PreVeil is not able, after commercially reasonable efforts, to replicate an error or problem in the Subscription Services. PreVeil does not provide support for third-party software or hardware.