Glassbox Service Level Agreement

THIS SERVICE LEVEL AGREEMENT (“Agreement”) is entered into between Glassbox US Inc. (“Glassbox”), and the party placing an order for or accessing the Service (“Customer”).

1. Glassbox Solution and Services

Subject to Maintenance (as defined below), Glassbox will provide Customer with uninterrupted, real-time electronic access to the Glassbox Solution and Services.

2. Availability and Maintenance

2.1 System Availability. The Glassbox Solution and Hosting Services shall have a Monthly Uptime Percentage of 99.5% (“System Availability Commitment”).

2.2 Maintenance and Scheduled Down Time - Glassbox shall use its best efforts to minimize System Downtime resulting from Maintenance, and in any event, general maintenance shall be performed outside of Business Hours.

3. Notification and Event Response

3.1 Event Response. Glassbox will be responsible for responding to any event that causes or may cause an interruption to the Glassbox Solution (“Incident”). Except that any nonconformity resulting from Customer’s misuse, improper use, alteration, or damage to the Glassbox Solution, or, in case of on-premise deployment, Customer combining or merging the Glassbox Solution with any hardware or software not supplied or identified as compatible by Glassbox, shall not be considered as an Incident.

3.2 Customer Support Services shall be available during the Service Window.

3.3 Glassbox’s technical support team shall respond to an Incident reported by Customer in accordance with the terms of this Agreement.

3.4 Glassbox shall maintain: (i) a support line, Glassbox Support Portal reports of Glassbox Solution interruption or malfunction; and (iii) trained staff capable of rendering the Support Services set forth herein. Customer’s access to Glassbox‘s personnel shall consist of telephone access and access by means of electronic mail during the Service Window.

3.5 In order to receive the Support Services, Customer shall notify Glassbox, by phone or by Glassbox Support Portal of any Incident and provide Glassbox reasonably sufficient details to diagnose and reproduce such Incident.

3.6 Severity Levels. Incidents are categorized as follows:

Urgent” means an error that renders use of the Glassbox Solution commercially unfeasible, impossible, or seriously impractical.

High” means an error that makes continued use of the Glassbox Solution seriously inconvenient and substantially reduces its value to Customer.

Medium” means an error in a function or resource that does not seriously affect the customer's use of the Glassbox Solution.

Low” means all other errors including all Documentation shortcomings and non-material errors.

3.7 Response Target. Upon discovering, or receiving notification of an Incident, Glassbox shall respond such Incident as follows:

Severity Level

Examples

Response Time (via Glassbox Support Portal)

Work Around & Resolution Target

Required Communication to Customer

Urgent

Glassbox Solution outage as results from Glassbox

4 hour

Glassbox will respond within 4 hours and continue its efforts to resolve the problem until a Resolution or reasonable Workaround is provided.


Every 4 hours after initial acknowledgement and upon Customer’s request.


High


Customer’s site page error as results from Glassbox


1 Business Day


Glassbox will respond within 24 hours and continue its efforts to resolve the problem until a Resolution or reasonable Workaround is provided.

Every Business Day after initial acknowledgement and upon Customer request.



Medium/ low

Application Bug/ clarification regarding functionality



2 Business Days


Within a reasonable time period, Glassbox will resolve the problem in future Updates.

Every Business Day after initial acknowledgement and upon Customer request.


3.8 Glassbox shall not be responsible for correcting Incidents that are related to any Minor Version received from Glassbox and not installed by Customer, if such Minor Version would have corrected or prevented such Incident.

3.9 For on premise deployment only - Glassbox shall not support any Major Version of the Glassbox Solution, which is older than the latest Major Version, provided that Glassbox shall continue to support one (1) prior Major Version for six (6) months to allow Customer to implement the newest Major Version.

3.10 Glassbox’s obligations hereunder are contingent upon Customer’s proper use of the Glassbox Solution as instructed by Glassbox for which it was intended, and shall not apply to damage caused by abuse, misuse, alteration, neglect, or unauthorized repair or installation, or by the use or attempted use of software or hardware other than those supplied and/or approved and/or supported by Glassbox, or in the event that the Glassbox Solution is altered, modified or adjusted in any manner by any third party other than Glassbox.

3.11 The Support Services will be provided via remote access. Customer acknowledges that failure to provide Glassbox with remote access may result in delays in providing the Support Services. 

4. Exclusions.


4.1 Glassbox’s obligation to provide the above support is conditioned upon the following:

i. Customer will provide Glassbox with such reasonable cooperation, assistance, and information as is reasonably requested by Glassbox in connection with these Maintenance Services.

ii. For on premise deployment only - If reported problem is not related to the Glassbox Solution and its operation and is determined to be because of hardware and/or other system or application software conflicts, Glassbox reserves the right to charge additional fees, plus travel and expenses to diagnose the problem.

iii. For on premise deployment only - Customer must have either internal or third-party support of the hardware, operating system, firewalls, proxy servers, etc. to allow the Glassbox Solution to be used.

4.2 Glassbox shall have no obligation to provide Maintenance and Support Services regarding:

i. Glassbox Solution, or any part, portion or module thereof which has been modified, disassembled, decompiled, reverse compiled, reverse assembled, reverse engineered or otherwise altered or modified by any party whatsoever without Glassbox’s prior written consent.

ii. Incidents caused due to malfunction of the operating environment or causes external to the Glassbox Solution.

iii. The correction of errors and/or corrupted or lost data as a result of Customer’s negligence or inappropriate use of the Glassbox Solution or the use of the Glassbox Solution not in accordance with the Documentation; or

iv. For on premise deployment only - The correction of errors caused by the use of the Glassbox Solution in combination with any other software not originally intended to be used together.

v. For on premise deployment only - The Glassbox Solution or any part, portion or module thereof installed in an operating environment other than those originally agreed by Glassbox.

Definitions.

Authorized User” means Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.

Business Day” shall mean any day, other than Saturday, Sunday and national bank holidays in the United States.

Customer Support Services” shall mean, Glassbox Support Line and Glassbox Support Portal.

Glassbox Availability Downtime” means any downtime caused by Glassbox, that has not been previously scheduled.

Glassbox Solution” means the digital platform and software components provided to Customer or any Authorized User for purposes of providing the Services, and all new versions, updates and new releases of such software which may be provided by Glassbox to Customer under this Agreement.

Glassbox Support Line” means the telephone services that allow Customer to report Glassbox Solution problems and to seek assistance in use of the Glassbox Solution, in the numbers (209)3190884/ (800)2032606.

Glassbox Support Portal” means Glassbox’s ticketing system for its customers, which can be found at: https://support.glassboxdigital.com/

Maintenance” means the technical support and maintenance services provided by Glassbox throughout the term as necessary to ensure continued functionality of the Glassbox Solution in accordance with the Documentation and subject to the terms of the master agreement signed by Glassbox and Customer and any amendment, exhibit, schedule, or order form therewith (the “Agreement”). The Maintenance services shall include but shall not be limited to all Updates and improvements to the Glassbox Solution.

Monthly Uptime Percentage” will be calculated as follows:

For every month:
DSA = 24 – SDT – CPDT
DU = DSA – GAD
DA = DU/DSA
DA1 + DA2 +DA3….DAN/DPM
Where:
DA – Daily Average
DU – Daily uptime
DSA – Daily System Availability
SDT – Scheduled Down Time (Hours per day)
GAD – Glassbox Availability Downtime (Hours per day)
CPDT – Cloud Provider down time (Hours per day)
DPM – days per month

Notification of an Incident” means the earlier of (i) Glassbox’s receipt of a system generated notification (i.e., from Glassbox’s monitoring systems) of an Incident; (ii) Glassbox’s support receipt of notice from Customer of an Incident, or (iii) Glassbox’s support actual knowledge that an Incident has occurred.

Resolution” means a permanent resolution for an Incident that returns the Services to full functionality.

Response Time” means the amount of time, from Notification of an Incident until the time Glassbox first responds via phone or email, acknowledging Notification of an Incident and assigning resources to commence work on a Resolution.

Scheduled Down Time” means down time resulting from regular Maintenance improvements and Updates.

Service Window” means every Business Day from 09:00 am-5:00 pm local time.

Services” means any and all work, labor, services and/or support furnished or performed by Glassbox in connection with the Glassbox Solution, of any type, nature or description including, without limitation, the Glassbox SDK, the Glassbox Java Script, analysis and reports, as modified, revised and updated from time to time, and excluding any professional services described in a statement of work.

System Downtime” means any time the Services, or any part thereof, are unavailable to Customer or do not perform in accordance with the Agreement, including Scheduled Downtime.

Updates” mean any files or new releases provided to Customer by Glassbox for no additional charge, that can be typically classified the following way:

Minor Version” means a release of a software product that contains minor bug fixes or performance improvements, with limited changes to features, functionality, or underlying technology. Typically, such installation will take less than an hour, and can be performed by Customer.

Major Version” means a release of a software product that contains significant changes to features, functionality or underlying technology and which is commonly identified by a unique numerical or name identifier. Major Versions may require a data upgrade and typically takes between one and two days to deploy.

Workaround” means a temporary resolution for an Incident, which restores the Services to full functionality, but does not provide a long-term Resolution.

Prior Versions:

SLA (effective March, 2022)