Service Level Agreement
This Service Level Agreement ("SLA") forms part of, and is incorporated into, the Agreement between Rogo and the Customer identified in the applicable Order Form.
1. Definitions
"Available Minutes" means the total number of minutes in a calendar month, minus Excluded Minutes and Scheduled Downtime.
"Downtime Minutes" means the total number of minutes in a calendar month when the Platform is not available to Customer minus Excluded Minutes and Scheduled Downtime.
"Downtime Minutes" means the total number of minutes in a calendar month when the Platform is not available to Customer minus Excluded Minutes and Scheduled Downtime.
"Excluded Minutes" means when the Platform is not available because of (a) a force majeure event; (b) general Internet connectivity or network traffic issues; (c) equipment or software made available by anyone other than Rogo and that is not within Rogo's reasonable control; (d) actions or inactions of Customer or any third parties outside of Rogo's control, including Customer Content; or (e) Customer's use of the Platform in a manner not authorized by the Agreement.
"Scheduled Downtime" means the period where the Platform is not available to Customer because Rogo is performing routine or scheduled maintenance during the following time windows: 8:00pm Friday to 8:00am Monday Eastern (US & Canada) time.
2. Uptime
Target Uptime. Rogo will make the Platform available for at least 99.7% of the time as calculated each calendar month ("Target Uptime").
Calculating Uptime. The availability of the Platform will be calculated as the total number of Available Minutes minus the number of Downtime Minutes, divided by the total number of Available Minutes, measured in a calendar month. If the Order Term includes a partial month, the numerator and denominator will only include the days that are part of the Order Term for that month.
Service Credit. If Platform availability falls below the Target Uptime, Customer is eligible to receive a credit in accordance with the chart below ("Service Credit"). Service Credits only apply towards future Fees owed by Customer to Rogo, and Service Credits issued to Customer in a given month will be capped at fifteen percent (15%) of the Fees for such month.
Actual Uptime Percentage
Service Credit (as a percentage of monthly Fee)
≥ 99.5% but < 99.7%
2.5%
≥ 99.0% but < 99.5%
5%
≥ 98.0% but < 99.0%
10%
< 98.0%
15%
Requesting a Service Credit. To receive a Service Credit, Customer must be current on all payment obligations under the Agreement and must notify Rogo within 30 days of the end of the month in which Customer believes the Service Credit was earned. Customer must include information about when it was unable to access the Platform. Customer may be required to provide additional details about its attempts to access the Platform. If Rogo can verify Platform unavailability in its internal monitoring systems and the disruption does not qualify as Excluded Minutes or Scheduled Downtime, Rogo will calculate and issue the applicable Service Credit on Customer's account to apply towards a future invoice; provided, that if no future invoice is due by reason of the termination, expiration, or non-renewal of the Agreement, Rogo shall refund the credited amount to Customer within thirty (30) days of the effective date of such termination or expiration.
Service Credit Limitations. Service Credits may not be exchanged for, or converted to, monetary amounts. Service Credits do not earn interest. Service Credits expire when the applicable Order Form ends.
3. Maintenance and Support
Rogo shall provide the following services in connection with the Platform: Rogo will identify a primary relationship manager, who will act as a single point of contact for ongoing management and resolution of issues.
Rogo will provide consultation to Customer via the Platform's support chat feature and email Monday through Friday, 9:00am to 5:00pm local time ("Standard Support Hours"), to assist in problem resolution and other support requests; provided, that Rogo shall use commercially reasonable efforts to respond to all support requests within the designated response times set forth below according to the applicable severity level.
Customer may contact the Rogo during Standard Support Hours for Severity 1 - Critical problems, within the designated response times below according to severity level, by sending an email to support@rogo.ai.
4. Support Requests
If Customer encounters a problem in its use of the Platform and sends a support request to Rogo, Rogo shall diagnose and reasonably assign a priority to the noted problem. If it is determined by Rogo that said problem is caused by an error in the Platform, Rogo shall use reasonable efforts to correct said problem. If it is determined that said problem is not caused by an error in the Platform, Rogo shall advise Customer and discuss next steps in good faith. For the purposes of the Agreement, an "error" or "defect" or "problem" in the Platform means a failure of the Platform to operate in accordance with its Documentation. Support requests shall be classified by the following priority and target response levels:
Support requests shall be classified by the following priority and target response levels:
Severity Level
Definition
Target Error Response Time
Target Resolution Process/Time
1 Critical
Complete outage of the Platform attributable to Rogo. Customer must file a critical incident as described above.
2 hours
Target Resolution Time: 24 hours. Rogo shall promptly initiate the following procedures: (1) assign its specialists and provide escalated procedures to correct the error on an expedited basis, and (2) provide ongoing communication on the status of an error on an hourly basis as needed. Severity 1 issues may require remote access to the servers running Rogo suite of products, which will be provided via a Customer approved remote access method.
2 High
An event or problem that has a significant, severe impact to the Platform, e.g., significant functional component is unavailable or severely impaired. Isolated instances that affect a limited set of users are not classified as High.
4 hours
Target Resolution Time: 1 week. Rogo shall promptly initiate the following procedures: (1) assign its specialists and provide escalated procedures to correct the error on an expedited basis, and (2) provide ongoing communication on the status of an error on an hourly basis. Severity 2 issues may require remote access to the servers running Rogo suite of products, which will be provided via a Customer approved remote access method.
3 Medium
An event or problem that disrupts the operations of the Platform. Use of the Platform can continue after a work-around is in place.
24 hours
Target Resolution Time: 4 weeks. Rogo shall use commercially reasonable efforts to assign its specialist to correct the error, and communicate status updates as necessary.
4 Low
An event or problem that has limited
business impact, is not critical in
nature, or does not have any
significant impact to Customer.
48 hours
Rogo shall use commercially reasonable efforts to include an error correction in the following maintenance release, and communication status updates as necessary.
For Rogo to provide the support services described herein, Rogo and Customer will work together in good faith to determine access solutions as required that conform to Customer's security policies and procedures.
5. Remedies
Remedies. This SLA describes Customer's exclusive remedy and Rogo's entire liability for any failure of the Platform to meet the Target Uptime or any failure by Rogo to provide the maintenance and support services described herein.