Indeni Service Level Agreement

Last Revised: January 2, 2021

This Service Level Agreement (SLA) is a policy governing the use of the Included Services (listed below) and applies separately to each account using the Included Services. In the event of a conflict between the terms of this SLA and the terms of the End User License Agreement you have accepted with us, or other agreement with us governing your use of our Services (the “Agreement”), the terms and conditions of this SLA apply, but only to the extent of such conflict. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.

Included Services 

  • Indeni Core
  • Indeni Premier Services
  • Cloudrail

General Service Commitment

Indeni will use commercially reasonable efforts to make the Included Services each available for each Indeni product with a Monthly Uptime Percentage of at least 99.9%, in each case during any monthly cycle (the “Service Commitment”). In the event any of the Included Services do not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.

Your responsibility is to provide Indeni with access to the Software to the extent such access is reasonably necessary for the performance of maintenance services. To the extent that you can not timely provide the foregoing access, Indeni shall be excused from performance until such access is provided.

Product Specific Terms

Definitions

  • Licensee refers to the authorized End User of the supported platform or service
  • Licensor refers collectively to Indeni granting use of the specified platform or service
  • Business Hours  are defined as:
    • Support from either the US or Israel is provided from 9 a.m. to 6 p.m. EST.
    • US Account teams and support are available Monday through Friday, from 9 a.m. to 6 p.m. EST. 
    • Israel support teams and technical engineering is available Sunday through Thursday from 9 a.m. to 6 p.m. and 2 a.m. to 11 a.m. EST. 

Indeni Core 

Technical Support 

Indeni shall respond to Licensee requests based on the Severity of the Error as follows: 

Severity Level

Response Time (business hours)    

Target Resolution Commitment 

Priority 1 3 Hours  Workaround within 10 hours, remediation plan 24 hours  

Indeni and Customer will commit the necessary resources around the clock for Problem Resolution to obtain a workaround or reduce the severity of the Error. 

Priority 2 3 Hours Workaround within 24 hours, remediation plan 48 hours 

Indeni and Customer will commit full-time resources during normal business hours for Problem Resolution to obtain workaround or reduce the severity of the Error and alternative resources during non-Standard Business Hours. 

Priority 3 24 Hours 5 business days

Indeni and Customer will commit resources during normal business hours for Problem Resolution, to obtain a workaround or reduce the severity of the Error.

Priority 4 1- 3 Business Days  10 business days

Indeni and Customer will provide resources during normal business hours for Problem Resolution.

For more information on how to contact Support, and the Severity Level Definition, please see our Support Page. All response times are provided on a best-effort basis.

Indeni Premier Services

Premier Services Features & Benefits

In addition to the service described above for Indeni Core, Indeni Premier Services customers have access to Indeni Premier Services Features & Benefits 

Indeni Cloudrail 

Technical Support 

Indeni shall respond to Licensee requests based on the Severity of the Error as follows: 

Severity Level Response Time (business hours)  Target Resolution Commitment  Cloudrail Standard Support Cloudrail

Enterprise Support

Priority 1 3 Hours  Workaround within 10 hours, remediation plan 24 hours  

Indeni and Customer will commit the necessary resources around the clock for Problem Resolution to obtain workaround or reduce the severity of the Error. 

Priority 2 3 Hours Workaround within 24 hours, remediation plan 48 hours 

Indeni and Customer will commit full-time resources during normal business hours for Problem Resolution to obtain workaround or reduce the severity of the Error and alternative resources during non-Standard Business Hours. 

Priority 3 24 Hours 5 business days

Indeni and Customer will commit resources during normal business hours for Problem Resolution, to obtain workaround or reduce the severity of the Error.

Priority 4 1-V 3 Business Days  10 business days

Indeni and Customer will provide resources during normal business hours for Problem Resolution.

Assigned Account Manager
Video Conference Support during Business Hours

For more information on how to contact Support, and the Severity Level Definition, please see our Support Page. All response times are provided on a best-effort basis.

Support Resources

In addition to the services detailed in the Support Page mentioned above, customers purchasing Enterprise support will also be assigned a Dedicated Account Manager “AM” to work with Licensee during regular business hours. The assigned Licensor AM will provide Licensee with priority services and communication including but not limited to: 

  1. Consistent interaction with support for timely response times and issue management as provided in on our Support Page
  2. Regular meetings to ensure progress toward agreed-upon goals and objectives between Licensor and Licensee; 
  3. Regular support case activity management and tracking; and/or
  4. Account Team calls and onsite reviews to address previously defined objectives and prioritization of future projects and requests. 

Service Credits

Definitions

Monthly Uptime Percentage is calculated by subtracting from 100% the percentage of minutes during the month in which any of the Included Services, as applicable, was in the state of Unavailability. Monthly Uptime Percentage measurements exclude Unavailability resulting directly or indirectly from any Indeni SLA Exclusion.

Service Credit is a dollar credit, calculated as set forth above, that we may credit back to an eligible account.

Unavailable and Unavailability mean:

  • For Indeni Core Instances, when the Indeni Core service is down and unable to conduct its routine data collection and analysis.
  • For Cloudrail, when the Cloudrail Service is not able to execute an evaluation or assessment (also known as “cloudrail run”). 

To calculate the Service Credit, follow this formula:
<your billing contract> divided by <number of hours in the billing cycle> multiplied by <number of hours of Unavailability> multiplied by the Service Credit Percentage from the table below.

For example, for an annual contract of $100,000 per year, a 12 hour outage would be:
100,000 divided by 8760 multiplied by 12 multiplied by 10%.

Monthly Uptime Percentage

Service Credit Percentage

Less than 99.99% but equal to or greater than 99.0%

10%

Less than 99.0% but equal to or greater than 95.0%

30%

Less than 95.0%

100%

We will apply any Service Credits only against future payments for the applicable Included Service otherwise due from you. At our discretion, we may issue the Service Credit to the account you used to pay for the billing cycle in which the Unavailability occurred. Service Credits will not entitle you to any refund or other payment from Indeni. A Service Credit will be applicable and issued only if the credit amount for the applicable billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account.  

To receive a Service Credit, you must submit a claim by opening a case with Indeni Support. To be eligible, the credit request must be received by us by the end of the second monthly cycle after which the incident occurred and must include:

  1. the words “SLA Credit Request” in the subject line;
  2. the dates, times, and affected Indeni Product of each Unavailability incident that you are claiming;
  3. the Customer IDs for the affected Included Service; and
  4. your request logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

If the Monthly Uptime Percentage of such a request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit. Unless otherwise provided in the Agreement, this SLA sets forth your sole and exclusive remedies, and Indeni’s sole and exclusive obligations, for any unavailability, non-performance, or other failure by us to provide the Included Services.

Indeni SLA Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination an Included Service, or any other Included Service performance issues: (i) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the applicable Included Service; (ii) that result from any actions or inactions of you or any third party; (iii) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); or (iv) arising from our suspension or termination of your right to use the applicable Included Service in accordance with the Agreement (collectively, the “Indeni SLA Exclusions”). If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.