Wisdom AI, Inc. Service Level Agreement
This Service Level Agreement (this “SLA”) is incorporated into the agreement between Wisdom and Customer referencing this SLA (the “Agreement”). Capitalized terms used but not defined in this SLA will be understood to have the meanings given to them in the Agreement.
1. Incident Support.
During the Term, Wisdom will make available to Customer as part of the Service all generally available updates and bug fixes to the Service. For technical information and support regarding Customer’s use of the Service, Wisdom maintains a support portal which Customers may use to submit, view status, and update support incident tickets submitted to Wisdom (“Incidents”). Only Incidents submitted through the support portal will be eligible for the service level response times identified in this SLA. While Wisdom may offer other communication channels for collaboration, including email, phone, or online chat, service level response times cannot be tracked accurately outside of the support portal.
2. Support Tiers; Initial Response Times.
As identified in an applicable Order Form, the Service includes standard support at no additional cost to Customer. Customer has the option to purchase premium support for an additional fee specified in an Order Form. For standard support and premium support (each, a “Support Tier”), the initial response times for each Incident and additional support offerings are identified in the table below:
Initial Response Time
Standard
Premium
Urgent
1 business day
1 hour
High
2 business days
4 business hours
Normal
1 business week
1 business day
Low
1 business week
2 business days
Support Hours
24x5
24x7
Designated Support Contacts
1 – 4
1 - 10
3. Incident Classification.
Customer is required to properly assess the business impact and urgency of an Incident when selecting a requested priority level for any Incident submission. Priority levels are defined as follows:
Priority Level
Standard
Urgent
Critical Service functionality is completely unavailable, causing a material impact on Customer’s business or operations, or there is a security breach. Examples include:
The Service, including chat and dashboard, is unavailable to all Users
The Service is impacting other critical business applications
A security incident is detected in the Wisdom or Customer infrastructure.
High
Critical Service functionality is interrupted, degraded or unusable, having a severe impact on Customer’s business or operations. Examples include:
The Service, including chat and dashboard, is unavailable to a subset of Users or intermittently available to all Users
New Service release caused a material negative impact on existing connected applications.
Normal
Service functionality is interrupted, degraded or unusable, having a minor impact on Customer’s business or operations. Examples include:
The Service, including chat and dashboard, is intermittently available to some Users
Customer is experiencing transient interface issues, such as user interface or typos
Low
Non-critical Service functionality, including general inquiries or issues not impacting Customer’s business operations. Examples include:
Administrative functionalities, such as being unable to add additional data sources or adding new users
4. Support Locations and Hours.
Wisdom provides support to Customers from its support locations in California, United States. Wisdom’s Standard Support business hours are Monday - Friday, 9am-6pm in Wisdom’s global support locations, excluding Wisdom-observed holidays. Standard Support tier (24x5) response times are provided between 00:00 GMT Monday and 00:00 GMT Saturday. Premium Support tier (24x7) response times are limited to Urgent priority Incidents only.
5. Customer’s Responsibilities.
a. Obligations.
In addition to any other responsibilities identified in the Agreement, Customer will be responsible for: (i) the maintenance, management and accuracy of its customer account data, as well as all software, hardware and services it uses to access the Service including Customer’s infrastructure and connected applications; (ii) utilizing Wisdom-approved generally available versions of the Service; and (iii) configuration and implementation of the Service in accordance with the Documentation.
b. Designated Support Contacts.
To provide Support to Customer, Wisdom requires a level of support from Customer’s personnel. Incidents may only be submitted by Customer’s support contacts designated by Customer and provisioned as Users in the Wisdom support portal (“Designated Support Contacts”). Customer will use commercially reasonable efforts to ensure Customer’s Designated Support Contacts: (i) Are knowledgeable about Service deployment and configuration data (including for deployments in Customer’s Cloud Service Provider Account); (ii) Have administrator access to Connected Applications (or have access to Customer personnel with such access); (iii) Provide timely and accurate information to Wisdom, accurately prioritize Incidents, and take prompt action as directed by Wisdom, to facilitate Wisdom’s provision of Support; and (iv) Leverage Wisdom-provided resources and Documentation for self-service resolution of Incidents.
6. Exclusions.
Wisdom will have no liability for any failure to meet the Uptime Commitment (defined below) in this SLA arising or resulting from: (i) factors outside of Wisdom’s reasonable control, including any force majeure event, Customer’s Internet access, or cloud hosting provider or AI Platform failure, or other problems beyond the scope of the Service; (ii) Customer’s failure to promptly notify Wisdom of the alleged nonconformity to the extent Wisdom is materially prejudiced from resolving the same due to Customer’s failure to promptly notify; (iii) misuse or unauthorized modification of the Service, or as a result of Customer or third party equipment, software, services, or technology not within Wisdom’s direct control; (iv) any performance issues or unavailability of connected applications, AI Platform, or Customer’s infrastructure (including due to Customer Keys being invalid, suspended, revoked, rate-limited, or exhausted); (v) failure to meet Customer’s Responsibilities in Section 5 above; (vi) scheduled maintenance with reasonable advanced notice to Customer; (vii) Trial use of the Service, including any pre-release or beta functionality not generally available for production use; or (viii) Wisdom’s suspension or termination of Customer’s right to use the Service in accordance with the Agreement or in the event Wisdom reasonably believes Customer’s use of the Service may pose a security risk to, or may adversely impact, the Service (collectively, the “Uptime Exclusions”).
7. Service Levels.
Wisdom will meet or exceed 99.9% uptime availability for every calendar month during the Subscription Term (the “Uptime Commitment”); and Customer shall be entitled to receive Service Credits (defined below) based on Wisdom’s failure to meet the Service Levels, all in accordance with the Service Level table below. “Service Levels” means the uptime availability of the Service as identified in the Service Level table below for all Scheduled Availability Time, calculated on a monthly basis. “Scheduled Availability Time” means 24 hours a day, 7 days a week, exclusive of the Uptime Exclusions above.
Service Level
Service Credits
Less than 99.9% but greater than or equal to 99.0%
5% of monthly Fees
Less than 99.0% but greater than or equal to 95.0%
7% of monthly Fees
Less than 95.0%
10% of monthly Fees
8. Service Credits.
If Wisdom fails to meet the Service Levels in any month during the Term, Customer shall be entitled to a credit equal to the percentage of the Fees actually paid by Customer to Wisdom pursuant to the Order Form for the affected Service for such month, as identified in the Service Level Table above (each, a “Service Credit”). Service Credits, if applicable, shall be: (i) applied to Customer’s renewal invoice at the end of Customer’s then-current Subscription Term, or (ii) reimbursed by Wisdom within thirty (30) days after the end of Customer’s Subscription Term if Customer chooses not to renew the Service. Customer must request the applicable Service Credit within 30 days following the end of the calendar month in which the Service Level failure occurred. Except for remedies associated with any breach of warranty under the Agreement, the remedies set forth in this section shall be Wisdom’s sole obligation and Customer’s exclusive remedy with respect to any failure by Wisdom to meet the Service Levels.