V4.8 – Last updated 23 November 2021.

This Service Level Agreement ("SLA") is incorporated into the Platform Terms and Conditions. The defined terms below are applicable to the SLA. All definitions used and not defined herein will have the meanings set forth in the Platform Terms and Conditions.

Definitions

"Actual Uptime Percentage" means that percentage of the Total Target Availability less any Excused Downtime that the EVRYTHNG Product Cloud^® are actually available for Customer access.

"Actual Request Response Times" means that percentage of the Target Request Response Time achieved over the Scheduled Availability Period less any Excused Downtime.

"ADI Band" means a category of ADIs as defined in the Service Description and set out in the table in this SLA.

"Business Hours" means Monday to Friday 09:00 to 17:00 Eastern Standard Time (excluding US national holidays) for North and South America, and 09:00 to 17:00 British Standard Time (excluding UK national holidays) for the United Kingdom, Europe, Africa and any other market.

"Case" means a case within EVRYTHNG's defect-tracking system that is associated with each Defect.  The Case will be assigned a unique identifier which will be used by both EVRYTHNG and the Customer to ensure that communications and updates are tracked.  The EVRYTHNG Defect-tracking system, and thus the Case, will be made available by EVRYTHNG to the Customer.

"Customer Cause" means any of the following causes:

1. Any improper use, misuse or unauthorised alteration of the software by the Customer;
2. Any use of the software by the Customer in a manner inconsistent with the Platform Terms and Conditions;
3. The use by the Customer of any hardware or software not provided by EVRYTHNG or approved by EVRYTHNG in the specification for use by the Customer in connection with the software; or
4. The use of a non-current version or release of the software.

"Customer Application" means any application developed by the customer and that is used in conjunction with the EVRYTHNG Product Cloud^®.

"Customer Product" means the customer products specified in the applicable order form.

"Customer SLA Contact" means the verified contact point specified by the Customer in an Order Form or as notified to EVRYTHNG from time-to-time in writing and who shall be notified by EVRYTHNG under its SLA obligations where such notification is required, and which shall typically be the designated email address of the administrator of the Customer's Account on the EVRYTHNG Product Cloud^®.

"Downtime" means any time during the Scheduled Availability Period that the EVRYTHNG Product Cloud^® is not available for access by Customer Products or Customer Applications.

"Data Transfer" means data uploaded or downloaded by Customer Applications or Customer Products with the EVRYTHNG Product Cloud^® through Requests.

"Defect" means a failure attributable to the Supported Software that causes the Supported Software to deviate materially from the Supported Software's functional, availability and performance specifications set forth in the Service Description and this Service Level.

"Defect Correction" means a software modification, patch, or addition that, when made or added to the Supported Software, establishes material conformity of the Supported Software to its functional, availability and performance specification.

"EVRYTHNG SLA Contact" means the support portal or an EVRYTHNG staff member specified by EVRYTHNG.

"Excused Downtime" means any Downtime that: (i) occurs during an Excused Maintenance Period or (ii) is caused by: (A) telecommunications and internet services not maintained as part of the EVRYTHNG data centres, (B) software or hardware not provided and controlled by EVRYTHNG, other than those that are part of EVRYTHNG's managed infrastructure, or (C) Force Majeure Events.

"Excused Maintenance Period" means any time period during which EVRYTHNG performs scheduled maintenance on the EVRYTHNG Product Cloud^®, provided that EVRYTHNG has furnished Customer with at least two (2) days advance written notice thereof and the total amount of time does not exceed one (1) hour per calendar month.

"Operator" means an employee, agent or contractor or other such person the Customer appoints or authorizes to operate the EVRYTHNG Product Cloud^® Account of the Customer, using an Operator Login credential provided by EVRYTHNG for the purpose.

"Out-of-scope services" means services provided by EVRYTHNG in connection with any apparent problem regarding the software reasonably determined by EVRYTHNG not to have been caused by a fault, but rather by a Customer Cause or a cause outside EVRYTHNG's control (including Excused Downtime)

"Reactor Script" means a piece of custom code script implemented utilizing the Reactor custom code tool provided by EVRYTHNG as described at https://developers.evrythng.com/docs/reactor.

"Request" means transmission of data to or from the EVRYTHNG Product Cloud^® using any of the supported protocols (including but not limited to, REST/HTTP, Websockets, MQTT, CoAP) and EVRYTHNG API events resulting from REACTOR scripts executed by the Customer's applications and configurations of the EVRYTHNG Product Cloud^®.

"Request Allowance" means the number of Requests to an ADI by a Customer Application or Customer Product permitted in the applicable period as set out in this SLA.

"Resolution" means EVRYTHNG's final disposition of Customer's Case, including by provision of a Defect Correction or a Workaround, or through an update to the Supported Software provided to Customer.

"Service Description" means the description of the EVRYTHNG Product Cloud^® set out at https://evrythng.com/service-description.

"Service Problem" means a problem or issue or Defect that is affecting the normal functioning, availability or performance of the EVRYTHNG Product Cloud^® and that is not caused by any Customer Application, Customer Product, any third party services authorised by the Customer to use the EVRYTHNG Product Cloud^®, or the devices, products, applications or actions of the Customer, its authorised agents, personnel or End Users.

"Service Credit" means a credit in monetary value applied by EVRYTHNG against amounts due to be paid by the Customer to EVRYTHNG at the time or in the future, such amount of which is not payable to the Customer directly.

"Scheduled Availability Period" means a calendar month.

"Severity" means the classification as determined by EVRYTHNG of a Service Problem with the performance or availability of the EVRYTHNG Product Cloud^® and its Services.

"Severity 1" means a business critical problem and a complete loss of services of the EVRYTHNG Product Cloud^®, or loss of a significant feature that is completely unavailable.

"Severity 2" means a degraded service and includes intermittent issues and materially reduced quality of service or availability of the EVRYTHNG Product Cloud^®.

"Severity 3" means a general issue or request for improvement not affecting the availability or current performance of the EVRYTHNG Product Cloud^® and may include product questions, feature requests and development issues.

"Supported Software" means only the EVRYTHNG Product Cloud^® Platform (including EVRYTHNG's software services, the server infrastructure operating the EVRYTHNG software, and connectivity with the internet) and associated EVRYTHNG tools and SDKs and any other specific software that EVRYTHNG has expressly agreed in writing to support.

"Target Uptime Percentage" means 99.9%.

"Platform Request Response Time" means the period of time between a Request being received by the EVRYTHNG Product Cloud^® at its public internet API end-point and the completion of processing of the Request by the EVRYTHNG Product Cloud^®.

"Target Request Response Time" means an average Platform Request Response Time of 500ms per 1,000 Requests as measured over a 24 hour period.

"Total Scheduled Availability" means the total number of minutes in the Scheduled Availability Period. Assuming a 30-day month, the Total Scheduled Availability would be: Total Scheduled Availability = (30 days x 24 hours/day x 60 minutes/hour) = 43,200 minutes per month.

"Total Target Availability" means the Target Uptime Percentage multiplied by the Total Scheduled Availability.

"Update" means a software update, bug fix, patch, minor or major maintenance releases or other such updates to the EVRYTHNG Product Cloud^® and associated software tools and SDKs that is periodically released by EVRYTHNG in the course of its business.

"Workaround" means a procedure, routine, or suitable alternate solution that, when implemented in the regular operation of the Supported Software, allows the user to eliminate or mitigate the practical adverse effect of a Defect on the Supported Software.

Support Helpdesk & Fault Response Process

EVRYTHNG shall provide a means by which the customer may check the live status of the EVRYTHNG Product Cloud^® twenty-four hours a day, seven days a week (24x7) and EVRYTHNG shall take all commercially reasonable efforts to keep the service status information current and up-to-date.

EVRYTHNG will maintain a support center to receive information and inquiries from Customer concerning the Supported Software by telephone, email, and/or web-based forms.

EVRYTHNG will use commercially reasonable efforts to provide support consistent with the timetables in the table below :

EVRYTHNG may provide an alternative telephone number for Severity 1 Defects. The support center will be available to respond to Defects according to the table above based on the Severity.

EVRYTHNG may reasonably determine that any services are Out-of-scope Services. If EVRYTHNG makes any such determination, it shall promptly notify Customer of that determination. The Customer acknowledges that EVRYTHNG is not obliged to provide Out-of-scope Services.

Customer shall initiate Defect Cases by contacting EVRYTHNG and creating a Case through the EVRYTHNG Defect-tracking system.

Customer shall provide EVRYTHNG all reasonably necessary information and remote access to reproduce the Defect. Customer shall be responsible for making remote access available where required.

During resolution of all Defects, Customer shall supply any additional information reasonably requested by EVRYTHNG relating to the Defect in English, and Customer shall make appropriate resources available to assist in timely problem verification and resolution.

Customer shall submit a Severity assessment for each Defect when creating the Case.  Severity assessments are subject to EVRYTHNG's approval and any disagreements on the matter shall be escalated to senior management.

Customer acknowledges that the Support Helpdesk shall not be used in lieu of Training services for developers or business users of the Customer.

Service Availability & Performance Parameters

EVRYTHNG shall apply its reasonable endeavors to achieve the Target Uptime Percentage for the EVRYTHNG Product Cloud^®. Based on Total Scheduled Availability of 43,200 minutes in a calendar month typically containing 30 days, the Total Target Availability is 43,156 minutes for the EVRYTHNG Product Cloud^®.

EVRYTHNG shall apply its reasonable endeavors to achieve the Target Request Response Times for Requests made to the service.

EVRYTHNG reserves the right at its sole discretion to accept, transfer and store more data and Requests than the allowance limits specified in this SLA. EVRYTHNG reserves the right to amend the limits from time to time at its discretion and with notice to Customer provided that such amendments shall not reduce the scope of service or quality of service previously provided to the Customer or increase the charges due for the relevant ADI Band.

EVRYTHNG shall store data for each ADI for the applicable ADI Operating Period while an Order Form is still in force.

Acceptable Use

EVRYTHNG provides the EVRYTHNG Product Cloud^® to the Customer subject to the Customer making use of the EVRYTHNG Product Cloud^® within the service parameters specified in this SLA and the applicable Order Form. All applications, systems, solutions and products created by the Customer or its agents shall comply with the acceptable use conditions in their use of the EVRYTHNG Product Cloud^® and associated software tools and services.

EVRYTHNG reserves the right to monitor use by devices, mobile applications, web applications, and other Customer Products and Customer Applications to ensure such terms and conditions are adhered to.

The Requests by any Customer Product or Customer Application shall be governed by the Requests Per Minute allowances for the relevant ADI Band specified in the relevant Order Form for the specific Customer Product type and other associated  limits specified below and with the API documentation and parameters set out at https://developers.evrythng.com/docs/.

EVRYTHNG reserves the right to suspend the provision of access and servicing of a Customer Product or Customer Application or any End User by the EVRYTHNG Product Cloud^®, in whole or in part if, in EVRYTHNG's sole and reasonable judgment, such access and service is outside of the acceptable use parameters or negatively impacts the integrity of EVRYTHNG Product Cloud^® and as a consequence EVRYTHNG's ability to meet the Service Level Agreement terms.

Customer Applications and Customer Products will access the EVRYTHNG Product Cloud^® only through the relevant APIs provided as specified by EVRYTHNG and using authenticated requests used to create, edit, and delete ADIs and associated content. Customer Products shall connect to the EVRYTHNG Product Cloud^® using clients, agents or software code and protocols and standards provided or permitted and supported by the EVRYTHNG Product Cloud^®.

In certain cases where the Customer may wish to place a number of its Customer Products or Customer Applications in an intensive-communication state for troubleshooting or other purposes, this should be done sparingly to avoid unnecessary traffic. In such cases, a Customer Product shall not make Requests more than once every one (1) second and for periods of no longer than 10 minutes.

The data stored and transferred against Customer Product ADIs shall not exceed the following limits :

Measuring of Request Allowance shall be as an average against a Customer's operational ADIs by the relevant ADI Bands over 24 hour periods.

Service Credits

If the Actual Uptime Percentage in any Scheduled Availability Period is lower than the Target Uptime Percentage for the Scheduled Period, then Customer may claim a Service Credit.

The Service Credit amount shall be a pro-rata amount of the Usage Fees for the applicable Scheduled Availability Period and applicable ADIs in operation.

The Service Credit shall reflect the greater of (a) difference between the Target Uptime Percentage and the Actual Uptime Percentage, or (b) the difference between the Target Request Response Times and the Actual Request Response Times in percentage terms on a sigmoid curve; according to the following formula :

C = U x Greater of A or B    where  A = TU " AU
and      B = 1 / ( 1 + e^(-0.001 x (AR " 5000)) )

Service Credit amounts not claimed by a Customer within thirty (30) days of a Scheduled Availability Period shall be void.

Service Credits shall be the sole and exclusive remedy for any unavailability or non-performance of the EVRYTHNG Product Cloud^®.

General

EVRYTHNG shall apply reasonable endeavors for Excused Maintenance Period to generally be Saturday or Sunday 5:00 AM " 9:00 AM GMT, or at another time notified in advance by the Customer (and with EVRYTHNG acting reasonably to minimise service disruption to Customer). EVRYTHNG shall apply reasonable endeavors to avoid Excused Maintenance Periods falling within the following High Demand calendar periods:

• December 11th – January 4th (inclusive)
• 4th Monday in November through 12 consecutive days (inclusive)

Though EVRYTHNG shall make all commercially reasonable efforts to avoid Updates to the EVRYTHNG APIs that are not backwards compatible, if any such Updates become necessary EVRYTHNG will use reasonable efforts to notify Customer at least sixty (60) days prior to implementation and to provide information required for Customer to continue to use the Services.

Customer recognizes that the combination of Customer Products, Customer Applications, third party services and the EVRYTHNG Product Cloud^® create a complex system.  While the interfaces between these various elements may operate independently within specification, there may be unknowing omissions in specification that create system failure when the elements are combined into an overall system.

Any Downtime due to Customer Cause including Downtime which is a result of not updating Customer Applications or Customer Products in accordance with Updates provided by EVRYTHNG, as described above, shall be the responsibility of the Customer. Such Downtime shall not be counted towards the Actual Uptime Percentage of the EVRYTHNG Product Cloud^® under the SLA obligations and shall not qualify for any Service Credit.

This SLA is applicable to the EVRYTHNG Product Cloud^® and does not apply to Customer provided elements, including but not limited to Customer Products, Customer Applications, any third party services, any data and code elements originated by the Customer or its agents and placed within the EVRYTHNG Product Cloud^®, and any meta-data and configurations of the EVRYTHNG Product Cloud^® and associated software tools undertaken by the Customer or the Customer's agents or personnel.

Any Update by EVRYTHNG that is designated alpha release, beta release, for developer preview or for testing, or descriptions of a similar import, used by the Customer shall be excluded from this SLA.