Fleetworthy SLA

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  1. Scope of the Agreement
    1. Overview. This Service Level Agreement (“SLA”) describes the standard software as a service support levels currently offered by Fleetworthy Solutions, Inc. (“Fleetworthy”) to its Customers who are subject to the following agreements with Fleetworthy: an Order Form for Services, including associated Supplements (as defined in the Order Form); the General Terms and Conditions for such Services; and the End User License Agreement for Software associated with such Services (collectively all of these agreements are the “Agreement”). Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement.
    2. Definition of Support Services. This SLA describes the availability and support offered by Fleetworthy for the Fleetworthy Software that is identified on the Order Form between Fleetworthy and the Customer.
  2. Service Availability & Scheduled Maintenance.
    1. Service Availability. Fleetworthy will use commercially reasonable efforts to provide availability to the Software, in accordance with the Fleetworthy Materials and terms and conditions hereof, at least ninety nine and one half percent (99.5%) of the time (“Service Level”) as measured over the course of each calendar month (each such calendar month, a “Service Period”), excluding unavailability as a result of any of the Exceptions described below in this Section 2.2 (the “Availability Requirement“). “Service Level Failure” means a material failure of the Software to meet the Availability Requirement. “Available” means the Software is available for access and use by Customer and its Authorized Users over the Internet and operating in material accordance with the Fleetworthy Materials. Test environments are expressly excluded from this SLA.
    2. Service Availability Exceptions. For purposes of calculating the Availability Requirement, the following are “Exceptions” to the Availability Requirement, and neither the Software will be considered un-Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Customer or its Authorized Users to access or use the Software that is due, in whole or in part, to any:
      1. Scheduled Downtime;
      2. Software downtime or degradation due to a Force Majeure Event;
      3. an act or omission by you to use of the Software, or using your Access Credentials, that does not strictly comply with this Agreement and the Fleetworthy Materials;
      4. Customer’s internet connectivity;
      5. failure, interruption, outage or other problem with any software, hardware, system, network, facility or other matter not supplied by Fleetworthy pursuant to this Agreement;
      6. any other circumstances beyond Fleetworthy’s reasonable control, including the Authorized User’s use of Third Party Materials, misuse of the Software, or use of the Services other than in compliance with the express terms of this Agreement and the Fleetworthy Materials; and
      7. any suspension or termination of the Authorized User’s access to or use of the Software as permitted by this Agreement.
    3. Service Level Failures and Remedies. In the event of a Service Level Failure, Fleetworthy shall issue a credit to Customer “Service Credit” calculated using the following formula: Availability Requirement minus Available multiplied by the prepaid monthly fees for the Software due for the Service Period the Service Level Failure occurred, subject to the following:
      1. Fleetworthy has no obligation to issue any Service Credit unless Customer (i) reports the Service Failure to Fleetworthy immediately on becoming aware of it; and (ii) requests such Service Credit in writing within seven (7) days of the Service Level Failure; and
      2. in no event will a Service Level Credit for any Service Period exceed 15 percent of the total fees for the Software that would be payable for that Service Period if no Service Level Failure had occurred.
      For example, if the Availability Requirement is 99% and the Available time was 98% and the monthly fee for Software is $1,000, the Service Credit would be $10, calculated as follows: ( 99% – 98%) X $1,000. Any Service Credit payable to Customer under this Agreement will be issued to Customer in the calendar month following the Service Period in which the Service Level Failure occurred. This Section 2.3 sets forth Fleetworthy’s sole obligation and liability and Customer’s sole remedy for any Service Level Failure.
    4. Scheduled Downtime. Fleetworthy will use commercially reasonable efforts to; (a) schedule downtime for routine maintenance of the Software between the hours of 10 p.m. and 4 a.m., Central Time; and (b) give Customer at least 48 hours’ prior notice of all scheduled outages of the Hosted Services (“Scheduled Downtime“). In certain emergency situations (i.e., cyber-attack), it may not be possible to provide Customer notice.
  3. Levels of Support & Availability
    1. Standard Support. Fleetworthy Standard Support provides online case submissions with business-hour support providing call-back responses to Customer issues and cases. All Fleetworthy Customers receive Standard Support which includes:
      1. Telephone support via 608-230-8200
      2. On-line case submission via support@fleetworthy.com
      3. Response times as shown in the table below. Determination of severity levels shall be at Fleetworthy’s sole discretion, acting reasonably
      4. Coverage from 8:00 AM to 5:00 PM USA Central Time Monday through Friday, excluding holidays; and 24×7 access for reporting Severity Level 1 incidents (as defined below) Response Time Table

        Severity Level

        Initial Response Time

        Delivery of a Solution or Action Plan

        Severity Level 1 (Urgent):  An incident that severely impacts your use of the Fleetworthy Software for production purposes (such as loss of production data or your production systems are not functioning).  The incident halts your business operations and no procedural work around exists. 1 Hour (all Severity Level 1 incidents must be reported via telephone) 8 Hours
        Severity Level 2 (High):  An incident where the Fleetworthy Software is functioning but your use for production purposes is severely reduced.  For production purposes where the incident is causing high impact to portions of your business operations and no procedural work around exists. 4 Hours 2 Business Days
        Severity Level 3 (Medium):  An incident that involves partial, non-critical loss of use of the Fleetworthy Software for production purposes.  For production purposes, there is a medium-to-low impact on your business, but your business continues to function. 1 Business Day 3 Business Days
        Severity Level 4 (Low):  A general usage question, reporting of a documentation error or recommendation for a future product enhancement or modification.  For production purposes, there is low-to-no impact on your business or performance or functionality of the Fleetworthy Software. 2 Business Days 5 Business Days
    2. Updates. Fleetworthy may from time to time provide new feature functionality, enhancements and other changes, which are logical improvements to the Fleetworthy Software and which Fleetworthy elects to make available to all Fleetworthy Customers on a commercial basis in the form of a release or otherwise (“Updates”). Updates do not include any new software products that are then made generally available on a commercial basis as separate, price-listed options or additions to the Fleetworthy Software nor do they include any Professional Services that may be required for implementation.
    3. Data Backup Processes. Fleetworthy’s Customer database backup processes include scheduled hourly incremental backups and nightly full backups. A Customer application environment can typically be restored in hourly increments up to 24 hours upon request.
    4. Customer Support Expectations. Customer will maintain and manage internal support capabilities to address end-user inquiries through Customer’s or Customer’s subcontractor’s Support Contacts within Customer’s (or Customer’s subcontractor’s) organization and determine whether an issue or defect (“Incident”) should be communicated to Fleetworthy by a Support Contact or Support Services (e.g. a help desk). The Support Contact shall conduct reasonable and adequate research with respect to an Incident prior to contacting Fleetworthy for assistance. Customer shall use commercially reasonable efforts to assist Fleetworthy in reproducing the specific situation in which the Fleetworthy Software, standing alone, demonstrates a failure to substantially conform to all published Fleetworthy Materials.
  4. Exclusions, Scope, Review & Validity of SLA
    1. Review. The services described in this SLA will be reviewed and amended from time to time by Fleetworthy and the then current version of this SLA will be made available on the Fleetworthy website at https://www.fleetworthy.com/fleetworthy-sla/. Fleetworthy may review and change this SLA over time but cannot materially reduce its obligations herein without prior Customer written approval.
    2. Validity. This SLA is valid during any Term of use of the Software and Services set forth in the Order Form.
    3. Exclusions. Fleetworthy will use reasonable commercial efforts to resolve all support requests submitted by Customer as set forth in Section 3 above, except for issues reported to the extent due to the following factors:
      1. Changes in the User environment on the Customer workstation to unsupported software or hardware.
      2. Where Customer has used the Software in a manner other than in accordance with the Agreement or Documentation.
      3. Problems created as a result of Customer’s changes to Customer’s software, operating systems or hardware, telecommunications problems.
      4. Fleetworthy shall have no obligations under this agreement during any period in which Customer is in material breach of the Agreement, including any period in which Customer has failed to meet its payment obligations thereunder.
    4. Scope. At Customer’s request, Fleetworthy may provide professional services in excess of the standard support included in this SLA. These additional services will be subject to additional fees, as mutually agreed upon by Fleetworthy and the Customer under a separate Statement of Work.