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GreyMatter Uptime – Service Level Agreement

ReliaQuest commits to making GreyMatter Available for at least 99.9% of the time during each quarter of the Order Term, and if ReliaQuest fails to achieve this percentage for GreyMatter in any particular quarter during the Order Term, Customer may claim the applicable performance credit as shown below (a “GM SLA Credit”).

Percentage Availability Per Calendar Quarter Credit Credit
99.9-100 NO CREDIT
99.0-99.8 1% of the Quarterly Fee
99.0-98.9 2% of the Quarterly Fee
0-94.9 5% of the Quarterly Fee

Exclusions: A Customer will not be entitled to a GM SLA Credit if it is in breach of the Order (or any ancillary agreement), including its payment obligations. In addition, ReliaQuest’s Availability commitment and any associated GM SLA Credit do not apply to any downtime, suspension, or termination of GreyMatter that results from:

  • Account suspension or termination due to Customer’s breach of the terms of an Order.
  • Routine scheduled maintenance performed by ReliaQuest or any unscheduled, emergency maintenance for an emergency caused by factors outside ReliaQuest’s reasonable control.
  • Force majeure events such as acts of God, acts of government, pandemic response, flood, fire, earthquake, civil unrest, and acts of terror.
  • Other customer related issues, including but not limited to, any Customer alterations or changes to Customer’s environment (including changes to customer IP addresses), Customer content or third-party content, or internet service provider failures or delays.
  • Customer’s equipment, software, any other technology used or relied upon by Customer, or any other third-party equipment, software or technology used by Customer or ReliaQuest that is required for access or use of GreyMatter.
  • Any free, proof-of-concept, beta, or unpaid trial services of GreyMatter.

Service Credits

GM SLA Credits: To receive a GM SLA Credit, Customer must provide written notice to ReliaQuest seeking reimbursement for such GM SLA Credit within five (5) days following the end of the calendar quarter in which the Availability commitment was not met for GreyMatter, by notifying ReliaQuest in writing providing a reasonable amount of detail regarding the claim and associated downtime supporting such claim. ReliaQuest reserves the right to deny the SLA Credit if the Customer does not qualify for such GM SLA Credit. The GM SLA Credit set forth in the GM SLA Credit table above is the Customer’s sole and exclusive remedy for the unavailability of GreyMatter. Any amounts owed by ReliaQuest shall be credited to Customer on the next invoice.

Definitions: Any capitalized term included in this service level agreement and not defined herein shall have the meaning ascribed to it in the Order.

“Available” or “Availability” means that Customer can login to its GreyMatter account during the applicable calendar quarter, as determined by ReliaQuest.

“Customer” means the customer or end user identified in the Order as receiving or purchasing the ReliaQuest Platform.

“Order Term” means the period of time set forth in the applicable Order during which Customer is authorized by ReliaQuest to access and use GreyMatter and any related services, including Ongoing Enablement.

“Quarterly Fee” means one-fourth (1/4th) of the annual fee charged for the ReliaQuest Platform as shown in the Order.

“ReliaQuest” means ReliaQuest, LLC.