SaaS Service Level Agreement and Support Terms

Last Updated: October 19, 2023

1. Description of Support Services

1.1. Support Services

• ​During the term of this Agreement, Licensor will provide services to maintain the Software in good working order, keeping it free from material defects so that the Software functions properly and in accordance with the accepted level of performance as set forth in this Schedule.
• ​Licensor will make available to Customer documentation for how to contact Support, including a phone number for service requests. The Support Center operates during business hours, 8:00am to 6:00pm local time, Monday through Friday, excluding Holidays.
• ​Reported defects caused by customer computers, local environments, networks, or third-party software are not covered under Support Services.

1.2. Customer First Line Support Responsibilities

Customers must establish and maintain an internal help desk to provide First Line Support. Responsibilities include:

• ​Documenting a Defect with sufficient information to recreate it (operating environment, data set, user, etc.) and delivering this information to Licensor when notifying them of the defect.
• ​Using reasonable efforts to eliminate non-application related issues before notifying Licensor, including network issues, user training, and data problems not caused by the Software.
• ​Maintaining any internal documentation needed for the internal help desk.

First Line Support requires investigation and initial response to users for:

1. 1.First call response regarding performance, functionality, or operation of the system and Software.
2. 2.Attempting to recreate the reported problem.
3. 3.Documenting the reported problem, including screenshots and/or detailed descriptions with reproduction steps when possible.
4. 4.Documenting the steps taken by First Line Support to troubleshoot the problem.
5. 5.Resolving, when possible, the problems reported by users.

1.3. Remedial Services

Upon receipt by Licensor of notice from Customer through Catalis Support (via phone, email, or Customer Support Portal) of an error, defect, or nonconformity in the Software, Licensor shall respond as follows:

• ​Any technical or other issue for which the Customer requests services, but which is not a Defect or Error, is treated as a Feature Request for additional services requiring a Professional Services Work Order.
• ​Nonconformity resulting from Customer’s misuse, improper use, alteration, or damage of the Licensed Product is not considered a Defect or Error.

Definitions:

1. 1.Critical Defect: Error in the Services rendering them unable to perform a Functional Specification and for which a workaround is not available.
2. 2.Non-Critical Defect: Defect that materially impacts operation and for which a workaround is not available.
3. 3.Documented Error: Error or defect from incorrect functioning of Software due to failure to meet a Functional Specification, or from incorrect/incomplete documentation.

1.3.3. Feature Request

• ​Definition: Functionality not currently existing in the Product. These requests are outside the scope of support obligations. Licensor may consider them for future releases or provide a billable Professional Services Work Order upon request.
• ​Customers may request customizations by submitting a request through the Sales department (sales@catalisgov.com).

1.4. Software Updates

During the term of this Agreement, Licensor will maintain the Software by providing updates and enhancements as offered to its licensees. Updates are provided on an as-available basis and include:

• ​Bug fixes
• ​Enhancements to market data service software to keep current with changes or as enhancements are made
• ​Performance enhancements to Software

Updates do not include:

1. 1.Platform extensions (to different hardware, windowing system, or operating system platforms)
2. 2.New functions (new functionality in market data delivery infrastructure, new market data feeds, new applications, new presentation tools)

1.5. Services Not Included

Services do not include:

• ​Custom programming services
• ​Support of any software that is not Software
• ​Training
• ​Out-of-pocket and reasonable expenses, including hardware and related supplies

If required by Customer, these services would be executed via approved Professional Services Work Order.

2. Locations

The Hosting provider will be specified in the Order Form. For U.S.-based customers, both AWS and Microsoft Azure Government’s primary and geo-redundant backup hosting facilities are located within the Continental United States. Canadian customer hosting locations are based in Canada.

3. Responsibilities

Each Service Level Requirement (SLR) identifies key performance measures to evaluate Licensor’s delivery of the Software and/or services. The goal is to support the Customer’s desire to manage the Software and/or services by monitoring and measuring performance against defined SLRs.

In the event of failure to meet an SLR, Licensor shall:

1. 1.Immediately take steps to mitigate any harmful effects within its control
2. 2.Upon Customer’s approval, correct the problem as soon as practicable
3. 3.Continuously, and when requested by Customer, advise Customer of the progress and status of remedial efforts
4. 4.Demonstrate to Customer that all reasonable action has been taken to prevent recurrence

If Licensor fails to achieve SLRs twelve (12) or more times in any rolling six (6) month period, Licensor shall be deemed to be in default of the Agreement.