Service Level Agreement

The standards of service you can expect from us; uptime, response times & remedy procedures for service failures.

Last Modified: March 24, 2024

THIS SERVICE LEVEL AGREEMENT (THE“SLA”), THE SPECIFIC TERMS AND CONDITIONS OF WHICH ARE INSERTED HEREUNDER, IS GOVERNED BY THE BASELINE MASTER SERVICES AGREEMENT (THE “MSA”). ALL CAPITALIZED TERMS UNDER THIS BASELINE APPLICABLE SLA WHICH ARE NOT DEFINED IN THIS BASELINE APPLICABLE SLA SHALL BE DEEMED TO HAVE THE MEANING GIVEN TO SUCH TERMS UNDER THE MSA.

1. Definitions

For the purpose of this Baseline Applicable SLA, the Parties hereby understand and agree that the following definitions shall govern:

1. “Data Security Incidents” means an Incident carrying any material risk of affecting the integrity and/or the confidentiality of any Users Personal Data.

2. “Designated Contacts” means Internal Users specifically appointed by the Customer to serve as primary liaisons between the Customer and the TAM (Technical Account Manager) and the Support Engineers for technical support purposes.

3. “Incident” means any occurring unplanned event which affects, or is likely to affect, materially, the availability, and/or performance, of the Subscribed Online Services for the Customer, the Internal Users and/or the External Users.

4. “Monthly Available Minutes” means the total minutes the Subscribes Online Services should be available to the Customer, the Internal Users and/or the External Users, in a given month, pursuant to the applicable Subscription.

5. “Monthly Uptime Percentage” means a percentage equal to the quotient resulting form the division of (i) the Uptime Minutes by the Monthly Available Minutes.

6. “Deployment and New Releases Developer Support Services” means performance optimization, analysis, debugging, and troubleshooting services relating to Resident’s newly available features and functionalities, following their releases by Baseline. They include all the services described in the table below, but does expressly exclude any creation or customization of Special Features, configurations services (including SQL queries, Cohorts, LUA scripts), pre-release regression testing, as well as architecture best practices recommendations or changes.

7. “Support Cases” means the mechanism which the TAM an Support Engineers use in order to capture Incidents and report on their progress and resolution. Support Cases can be open by both Customer Designated Contacts or TAMs and Support Engineers.

8. “Support Cases Submission Portal” refers to the web portal, designed by Baseline to process the Support Cases, available at: support.baselinetelematics.com

9. “Support Engineers” refers to Representatives other than the TAM appointed by Baseline to handle the Support Cases.

10. “TAM” refers to Technical Account Manager appointed by Baseline to supervise all communications between baseline and the Customer.

11. “Uptime Minutes” represents for a given month a number of minutes equal to (i) the Monthly Available Minutes for that given month, less (ii) the total minutes in such given month where the Subscribes Online Services are unavailable to the Customer, the Internal Users, and the External Users.

2. Support Categories

 

3. General Terms

This Baseline Applicable SLA form an integral part of the OSA and provides the terms and conditions of the Standard Support Services, the Deployment and New Releases Developer Support Services and of the Termination Assistance SLA applicable to all Subscribed Online Services. It notably sets out what levels of availability and support the Customer is entitled to receive with its Subscribed Online Services.

4. Term

This SLA shall come into force on the date the MSA execution by the Customer and shall expire when all Customer’s MSA is either terminated or expired.

5. Partnership & Cooperation

Baseline must be able to reproduce errors in order to resolve them. By entering into the MSA, the Customer hereby undertakes and agrees to cooperate and work closely with Baseline to reproduce errors, including conducting diagnostic or troubleshooting activities as requested and appropriate.

6. Remote Access

By entering into the MSA, the Customer hereby also undertakes and agrees to allow any and all its Designated Contacts to provide remote access to their Baseline Online Services account and/or desktop system for troubleshooting purposes.

7. Monthly Uptime Percentage

Whenever Baseline undertakes and agrees to use commercially reasonable efforts to make any Subscribed Online Services available to the Customer, its Internal Users, and its External Users, twenty-four (24) hours a day, seven (7) days a week; such undertaking shall be deemed to have been met when the Monthly Uptime Percentage is equal to or greater than 99.5%.

Monthly Uptime Percentage for Services is calculated as Maximum Available Minutes less Downtime divided by Maximum Available Minutes in a billing month for a given MSA. Monthly Uptime Percentage is represented by the following formula: Monthly Uptime % = (Maximum Available Minutes-Downtime) / Maximum Available Minutes

Maximum Available Minutes is the total accumulated minutes during a billing month for all Resident features. Maximum Available Minutes is measured from deployment and to the time the Client have initiated an action that would result in stopping the Service

Downtime is the total accumulated minutes that are part of Maximum Available Minutes that have are not operational.

SLA metrics do not apply for periods during which the Services are not available for the following reasons:

1. Scheduled system upgrades, enhancements or routine maintenance which is announced at least two days in advance or maintenance determined to be an emergency upon notice provided (“Scheduled Maintenance”);

2. The Client use of the Services or any Customer End User’s use of Customer Offering in violation of the MSA;

3. Issues relating to Customer Content;

4. Problems with the Client's access to the Internet;

5. System administration, commands, and file transfers performed by the Client or the Client's representatives;

6. Events described in the Force Majeure provision located in the MSA;

7. Suspension of the Client's access to the Services as provided in the MSA;

8. Problems caused by the Client misuse of the Services or any Customer End User’s misuse of the Services;

9. Problems arising from improper system configuration by the Client;

10. Problems caused by hardware provided by the Client or a third party;

11. Problems caused by incompatible End User's computers and/or smartphones;

12. Problems resulting from the Client's unauthorized action or lack of action when required, or from the Client's employees, agents, contractors, or vendors, or anyone gaining access to our network by means of the Client's passwords or equipment, or otherwise resulting from the Client's failure to follow appropriate security practices;

13. Problems that result from the Client attempting to perform operations that exceed prescribed quotas or that resulted from throttling of suspected abusive behavior.

8. Security Incidents

Incidents involving a security risk are immediately addressed as soon as they are rated as such by the Baseline Telematics and the Client. The purpose of the security incidents process is to:

1. Confirm the rating of the incident as a "security risk".

2. Forward the incident to a Customer Designated Contact (as per the MSA).

3. Investigate and diagnose.

4. Develop a solution.

5. Implement a process change if necessary.

6. Communicate the solution and the incident’s impact.

7. Confirm to user that the issue has been resolved and/or test and then close.

9. TAM, Support Engineers, Designated Contacts

Technical Account Managers

1. Baseline will assign a Technical Account Manager (TAM) to the Customer for the MSA Subscription Term.

2. The TAM will engage with Customer to understand and document key support requirements and challenges relevant to Customer’s Subscriptions to Baseline Online Services.

3. The TAM will be assisted by Support Engineers on a 24x7x365 basis to execute support activities as described herein.

4. TAMs and Support Engineers will manage Customer’s Support Cases, in addition to other support related activities outlined below.

Customer Designated Contacts

1. Customer shall designate for the Subscription Term up to an aggregate of three (3) Customer Designated Contacts. Customer may be charged an additional Subscription Fee for Designated Contacts in excess of three (3) at any given time.

2. Customer must notify Baseline promptly whenever any Internal User becomes or ceases to be a Designated Contact.

3. Customer’s Designated Contacts shall be responsible for

   1. (i) overseeing Customer’s Support Case activity

   2. (ii) developing and deploying troubleshooting processes within Customer’s organization

   3. (iii) resolving password reset, username and lockout issues for Customer.

4. They must be knowledgeable about all the Subscribed Online Services in order to assist Baseline in analyzing and resolving, technical issues, have a basic understanding of any problem that is the subject of a case, and have the ability to reproduce the problem in order to assist Baseline in diagnosing and triaging it.

5. Customer shall ensure that any and all its Designated Contacts have completed training as appropriate for the Designated Contact’s specific role or Customer’s use of the Subscribed Online Services.

10. Standard Support Services

10.1 Communications and Monitoring

1. The Parties agree to follow a commonly agreed and reciprocal escalation process allowing for non-compliance issues relating to this SLA to be dealt with at equivalent hierarchy levels.

2. Customer Designated Contacts will have access to “Known Issues” and “Patch” communication releases showing when issues have been resolved and patching has been completed. They will also have access to “Emergency” communication releases, notably through a “Resident community portal” made available to notify Customer of timing of any such E-Releases.

3. The TAM and Support Engineers will evaluate whether any unannounced system maintenance is likely to adversely impact Customer and, if so, will notify Customer promptly after such evaluation is complete.

4. Customer Designated Contacts will be invited to participate in the following meetings, scheduled upon mutual agreement:

   1. weekly meetings with the TAM to summarize and review ongoing management of Incidents, including discussions of strategies to be implemented to reduce the occurrence of Incidents.

   2. quarterly meetings between each Party’s business sponsors to review the actions of the past quarter, evaluate successes and failures, and to establish business and operational goals for the quarter to come.

   3. upon Customer’s request, post Severity Level 1 Incidents meetings to debrief on the Support Case management and resolution process. To the extent possible, the parties will collaborate to perform a root cause analysis and evaluate strategies designed to prevent a recurrence of similar critical Severity Level 1 Incidents.

5. The TAM and Support Engineers will work with the Customer Designated Contacts to establish various processes allowing for the monitoring of limits encountered while using the Subscribed Online Services. Such processes, which may be configured on the Customer’s account, may include setting up automated programs and associated steps, system generated sends, as well as other processes, as mutually agreed upon between the Parties. As part of this monitoring, solutions may be recommended, such as setting up alerts, to facilitate business continuity and prevent disruptions. The TAM and the Support Engineers will use commercially reasonable efforts to monitor the above mentioned limits on an as-needed basis, based on Customer’s configuration of, and customizations affecting, Customer’s instance of the Subscribed Online Services. Customer is responsible for providing Baseline with configuration and customization timelines at least two weeks in advance of Baseline initiating the applicable monitoring processes listed above

10.2 Deployment and New Release Support Services

New Releases Developer Support Services are an integral part of the Standard Support Services but are subject to Baseline’s discretion as to their scope and duration, and are only available in English.

The TAM shall monitor the provision of Deployment and New Releases Developer Support Services upon request, on an on-call availability basis, in cooperation with the Customer’s Designated Contacts and the Baseline product teams.

11. Incidents Resolution Process

11.1 Severity Level Table

11.2 Operational Support Process

1. Customer Designated Contacts may report occurring Incidents to Baseline, on a 24/7/365 basis, by submitting a Support Case for each Incident, or group of related Incidents, on the Support Cases Submission Portal. Upon filing of any Support Case, depending on it’s origin will be automatically assigned a Severity Level according to the Severity Level Table above.

2. An acknowledgment of receipt will be sent by a Support Engineer within the Initial Response Time associated with the Severity Level of the Support Case assigned by the filing Customer Designated Contact either (i) confirming the assigned Severity Level assigned to the Support Case or (ii) reassigning a new Severity Level according to the element submitted. If the Support Engineer changes the Security Level, it will call the filing Customer Designated Contact promptly within the Initial Response Time in order to agree in a collaborative manner on the proper Severity Level to be assigned to the Support Case.

3. Once the Severity Level of a Support Case has been agreed upon, the TAM and Support Engineers will handle it, together with all their other Support Cases from all Baseline’s customers, in order of their respective established Severity Level, until a resolution or workaround has been provided. Support Cases involving Data Security Incidents will be immediately addressed, prioritized over any other Support Cases, and worked on non-stop until complete control of the security breach. Support Engineers will provide updates to Customer Designated Contacts regarding their progress toward resolution of the Customer’s Support Cases at intervals proportionated to their Severity Level. Reproducible errors that cannot be promptly resolved by the Support Engineers will be escalated to Baseline Computer Engineering Department for further investigation and analysis.

4. A multi-party bridge line may be established by Baseline, in its discretion, to resolve Incidents being subject to multiple Support Cases by several customers and to communicate updates to all impacted customers in a scalable manner.

12. Exclusions

Without limiting the generality and applicability of any limitation of liability set forth in the MSA, the following events shall be deemed by the Parties not to be Incidents for the purpose of this SLA:events caused by Third Party Products and Services;

1. 1. Customer Business Data issues not related to their Process by Baseline;

   2. events caused by the Customer, the Internal Users, and/or the External Users’ hardware and/or mobile devices;

   3. events caused by the Customer, the Internal Users, and/or the External Users’ access to Internet, or lack thereof;

   4. events resulting from improper configuration and/or performance of the Customer’s system software;

   5. events resulting from improper use of Baseline Online Services by the Customer, the Internal Users, and/or the External Users, or their use in violation of the applicable Submission, OSA or the PAS;

   6. events resulting from improper Processing of Users Personal Data by the Customer, the Internal Users, and/or the External Users, or their use in violation of the applicable MSA, including without limitation access to the Baseline Online Services by unauthorized third parties using the Customer's accounts and/or passwords;

   7. events resulting from Internal Users attempting to perform operations that exceed applicable usage limits, and/or from throttling of suspected abusive behavior;

   8. events resulting from failure to follow appropriate security practices by the Customer and/or the Internal Users;

   9. events resulting from system software commands and/or administration performed by the Customer and/or its Internal Users;

   10. events resulting from the Customer, the Internal Users, and/or the External Users’ unauthorized actions, or lack of action when required;

   11. Interruption resulting either from scheduled system upgrades, enhancements or routine maintenance, if prior written notice is sent at least two (2) days in advance, or from emergency maintenance;

   12. events resulting from the suspension, cancellation, or termination, or expiry of the Subscribed Online Services; and

   13. events caused by a “force majeure”.

   14. Termination Assistance SLA

13. Termination Assistance Services

In accordance with and pursuant to the MSA, at Customer’s written request upon termination scenarios therein contemplated, Baseline shall provide the Termination Assistance Services described in the MSA to which this Termination Assistance SLA shall apply. During the Termination Assistance Period Baseline shall use commercially reasonable efforts to continue performing the once Subscribed Online Services with the same degree of accuracy, quality, completeness, timeliness, and responsiveness.

Without limiting the generality of Section 5, shall, but subject in all cases to the adequate protection of Baseline’s IP, Intellectual Property Rights and Confidential Information, Termination Assistance Services shall also include the following General Consulting Services, as agreed by the Parties from time to time:

1. Provide assistance to Customer in its development of a termination assistance plan.

2. Provide reasonable assistance requested by Customer to facilitate:

   1. the transition of the Subscribed Online Services to Customer’s replacement or alternate telematics services;

   2. continuing of the Subscribed Online Services without material interruption or adverse effect until the end of the Termination Assistance Period; and

   3. the orderly transfer of the Subscribed Online Services to Customer and/or its designee (including third party vendors);

3. Perform General Consulting Services as reasonably requested by Customer to assist in implementing the termination assistance plan, and provide other reasonable technical assistance as requested by Customer.

4. Reasonably assist in the execution of a Customer Business Data and testing process until the transition to Customer or Customer’s designee (including third party vendors) has been successfully completed.

5. Reasonably cooperate and assist Customer or Customer’s designee (including third party vendors that are not competitors of Baseline) as reasonably required by Customer.

6. Reasonably assist Customer in the preparation of requests for proposal for the provision of new, alternative or related services to supplement or replace the Subscribed Online Services.

7. Cooperate in good faith with any third party vendor that is not a competitor of Baseline and that is designated by Customer, as reasonably required to enable such third party to provide, as part of any response to a Customer request for proposal, a detailed transition plan for the transition from the Subscribed Online Services to a new and alternative telematics service proposed by such third party.

8. Provide technical and operational support as may be reasonably required to enable Customer (or a third party designated by Customer) to complete the cessation or wind-down of the Subscribed Online Services, or the transition from the Subscribed Online Services, as applicable, in an orderly manner and with a minimum of disruption.