Service Level Agreement

Last Updated: December 1, 2021

Overview

This Service Level Agreement (SLA) describes the availability commitment that Venmark Capital Solutions, Inc. (“Venmark”) makes available under an Order for the Subscription Services that expressly incorporates this SLA by reference.  This SLA is subject to and governed by the Terms of Service (“TOS”) available at https://www.financialhealthiq.com/legal/tos.  Capitalized terms used but not defined in this SLA have the meaning ascribed to them in the TOS.

Definitions

The following definitions apply to this SLA:

“Monthly Uptime Percentage” means (T – D) / T, where T = the total number of minutes in a given calendar month, and D = the total number of minutes of Unavailability in the calendar month, as measured and reported by or for Venmark.

“Subscription Services” has the meaning set forth in the TOS except, for purposes of this SLA, is limited to the specific Subscription Services identified in a corresponding Order to which this SLA applies.

“Unavailability” means a period in which the Subscription Services are completely unavailable for remote access and use due to a failure of the Venmark host environment, and for reasons other than the Exclusions set forth below.

Availability Commitment

During the Subscription term under a corresponding Order, for each full calendar month following deployment of the Subscription Services for production use by Subscriber, Venmark will use commercially reasonable efforts to maintain a Monthly Uptime Percentage for the Subscription Services of at least 99.5%.  

Service Credits

If Venmark does not meet the above Availability Commitment for a given month, as Venmark’s entire obligation and Subscriber’s sole and exclusive remedy, Subscriber will be eligible to receive a service credit as follows:

Monthly Uptime Percentage Service Credit Percentage

< 99.5%  to ≥ 99.0% 5%

< 99.0%  to  ≥ 95.0% 10%

< 95% 15%

Service credits are calculated as a percentage of the base monthly recurring Subscription fees for the Subscription Services for the month in which the Monthly Uptime Percentage was not met (prorated in the event Subscriber is charged on a quarterly, annual or similar basis), exclusive of any one-time, set-up, consumption, transaction or volume-based, third party pass-through, ancillary, or similar fees or charges. 

Requesting a Service Credit

To receive a service credit, Subscriber must submit the request to Venmark by email at support@financialhealthiq.com 

no later than thirty (30) days after the close of the month in which the Monthly Uptime Percentage was not met.  Service credits timely requested by Subscriber and confirmed by Venmark will be applied against the next recurring fees for the Subscription Services that come due under the Order.  Service credits are non-transferable, may not be converted to cash, and are not subject to refund if unused.

Exclusions

The Availability Commitment does not apply to, and Venmark will have no responsibility for any Unavailability or liability under this SLA for issues arising out of or attributable to: 

• Subscriber’s or any User’s misuse, neglect or abuse of the Subscription Services;
• Subscriber’s or any User’s network, firewall, systems, hardware, third party software, or other technology;
• Scheduled maintenance for the Subscription Services, which Venmark uses commercially reasonable efforts to schedule outside of normal business hours; 
• Emergency maintenance for the Subscription Services, including the installation of any critical updates, patches or fixes; 
• Subscription Services features or functionality, which should be reported and handled as part of Support; 
• Internet access, telecommunications, or related problems beyond the demarcation point of the Venmark host environment, interruption of service by Venmark’s third-party data suppliers, or other factors outside of Venmark’s reasonable control; 
• Suspension or termination of Subscriber’s right to access or use the Subscription Services in accordance with the TOS; or
• Matters that are Subscriber’s responsibility or obligation under the TOS.

Updates to SLA

Venmark reserves the right to update this SLA from time to time, in its sole but reasonable discretion, to reflect Venmark’s latest policies, procedures, and offerings.