Exhibit A: Service Level Agreement 

V1.01.00 – valid as of January 03, 2022 

This document contains the provisions on availability, maintenance, and response and recovery times  for the software as a service (SaaS) provided by LAYERFIVE. Please read this SLA carefully as it is the  version in force at the time you enter into the SaaS Service contract. If you have questions or comments  about this agreement, please do not hesitate to contact us. 

1. Subject Matter of the SLA 

This SLA shall apply to the SaaS Service provided by LAYERFIVE as described in the Master  Subscription Agreement (MSA). LAYERFIVE makes every possible endeavor to provide customers  with constant access to the SaaS Service. The SLA also contains the provisions on the rights and  remedies for the customer in the event that it experiences a service interruption as a result of a  failure of LAYERFIVE’s SaaS Service. 

2. Definitions 

For the purpose of this SLA, the terms in bold below are defined as follows: 

✓ “Available” or “Availability” means when the customer has unrestricted access to the SaaS Service provided by LAYERFIVE, subject to the exclusions defined under “Downtime” below. 

✓ “Business Days” means Monday to Friday excluding January 1 and December 25. 

✓ “Business Hours” at LAYERFIVE means from 8 a.m. – 6 p.m. Pacific Time on Business Days. ✓ “Downtime” means the total number of minutes, outside Scheduled and Regular Maintenance periods, that the customer cannot access the SaaS Service. The calculation of Downtime excludes

1. time that the customer is unable to access the SaaS Service due to any of the following: 

1. Scheduled Downtime 
2. Customer’s own internet service provider 
3. Force majeure event 
4. Any systemic internet failures 
5. Any failure in the customer’s own hardware, software or network connection 
6. Customer’s bandwidth restrictions 
7. Customer’s acts or omissions 
8. Anything outside of the reasonable control of LAYERFIVE 

✓ “Emergency Maintenance” is any maintenance by LAYERFIVE of which the customer has less than 5 Business Days’ advance notice. LAYERFIVE may schedule Emergency Maintenance if it is deemed necessary to  avoid any immediate threat to the environment or customer sites. Maintenance Notifications will be sent to  the customer’s support contact as defined by the customer. 

✓ “Failover Tests” means testing of mission-critical systems which may be performed in order to ensure that LAYERFIVE maintains the highest level of preparedness. These tests will fall outside the

Exhibit A: Service Level Agreement, version 1.01.00 

weekly maintenance window and the customer will be informed at least 20 Business Days in advance. During the failover testing, customers will experience brief periods of system unavailability. ✓ “Maintenance Notifications” means communication from LAYERFIVE, via an email to the customer’s designated support contact, regarding the date and time that LAYERFIVE intends to make the SaaS Service un-available. The customer understands and agrees that there may be instances where LAYERFIVE needs to interrupt the SaaS Service without notice in order to protect the integrity of the SaaS Service due to security issues, virus attacks, spam issues or other unforeseen circumstances. ✓ “Maintenance Time” means the time period during which the SaaS Service may not be available each month so that LAYERFIVE can perform routine maintenance as needed to maximize performance. ✓ “Persons Authorized to Issue Instructions” refers to a main and a backup representative of the customer responsible for receiving communications from LAYERFIVE and authorized under the Data Processing Agreement to issue instructions. LAYERFIVE must be informed promptly, at least by email, in the event of personnel changes, including when staff leave or change roles. 

✓ “Regular Maintenance” means maintenance performed as LAYERFIVE strives to ensure the highest level of availability for all customer sites. To do so, regular maintenance may require LAYERFIVE to take systems offline for brief periods of time in order to implement Updates, Releases or changes. LAYERFIVE reserves the right to carry out Regular Maintenance once per week outside of Business Hours. ✓ “Response Time” means the time period until LAYERFIVE’s confirmation of the reported defect, from receipt of the information required from the customer for LAYERFIVE’s support team to begin resolution and open a support ticket in LAYERFIVE’s systems. After receiving a report of a defect, LAYERFIVE shall use an appropriate method to provide the customer with a progress update. 

✓ “Recovery Time Objective” or “RTO” means the duration of time within which the SaaS Service must be restored once it becomes un-available. 

✓ “Scheduled Downtime" is downtime for Scheduled Maintenance. 

✓ “Scheduled Maintenance” shall be understood here to mean maintenance which occurs when LAYERFIVE detects an issue in the LAYERFIVE Cloud environment that requires action to avoid unscheduled maintenance in the future. LAYERFIVE reserves the right to schedule extended maintenance of the LAYERFIVE Cloud environment impacting on the SaaS Service with a minimum of 5 Business Days’ notice provided to the customer unless certain circumstances preclude LAYERFIVE from doing so, such as an external  vendor issuing a change control to LAYERFIVE with less than 5 Business Days’ notice. All Scheduled Maintenance will take place outside of Business Hours. 

✓ “Service Level Credit” means a credit applied to the customer’s invoice in the invoice period following successful confirmation by LAYERFIVE of affected SaaS Service metrics. 

✓ “Total Monthly Minutes” means the number of days in the month multiplied by 1,440 minutes per day. 

3. Customer Responsibilities and Obligations to Cooperate 

It is the customer’s responsibility to ensure that it meets the following obligations to cooperate and that it does so at no cost to LAYERFIVE: 

✓ have an internet connection with adequate bandwidth (specified and documented in the tm5 Service Description); 

✓ report all incidents or issues to the Support Helpdesk promptly; 

✓ make every effort to be available to LAYERFIVE during the resolution of a service-related incident or a request. 

4. Support Levels 

    4.1 Term of the SLA 

• This SLA shall apply to the SaaS Service for the duration of the contract for SaaS Service.

Exhibit A: Service Level Agreement, version 1.01.00 

4.2 SaaS Service Availability 

To ensure that customers have access to their data when they need it, LAYERFIVE uses several levels of protection to provide customers with service availability (uptime) of 99.9%. 

Scheduled and Regular Maintenance do not constitute un-Availability and are not included in the Availability calculation. 

4.4 Service Level Credits 

If LAYERFIVE cannot meet the Availability specified in this SLA for reasons for which it is responsible,  LAYERFIVE shall provide customers with a 100% credit note (Service Level Credit) for every full hour of un availability, provided that the customer complies with the requirements set out in Section 4.5. The credit is calculated from the time of outage until the SaaS Service is Available again. LAYERFIVE will issue a credit equal to 100% of the SaaS Service costs per hour. Service Level Credits shall be offset against any claim for loss or damage caused by the customer. 

4.5 Remedy and Procedure 

The customer’s remedy and the procedure for claiming the Service Level Credits under Section 4.4. shall apply if (1) LAYERFIVE fails to meet the agreed availability figures referred to above and (2) the customer cumulatively complies with the following requirements: 

1. There must be a support ticket documenting the reported un-Availability within five (5) Business Days of  the end of the service interruption; 

2. There are no invoice amounts on the customer’s account on which the customer is in default; 3. The customer must notify LAYERFIVE at least by email within five (5) Business Days by opening a support ticket and providing the following details together: 

✓ List the individual functional areas of the SaaS Service that were affected; 

✓ List the date and time the Downtime occurred; 

✓ List an estimate of the amount of actual Downtime in minutes; 

✓ Ticket number of the documented incident. 

5. 5. Software Maintenance Services 

• LAYERFIVE continually analyzes the Software to find potential for improvement, enhanced security, expanded functionality, and greater user-friendliness. Suggestions by the customer will be analyzed and  incorporated into the functionality of the Software at the discretion of LAYERFIVE. 

• Enhancements of the Software (Releases) shall be made available to the customer from time to time. • All functionality added by a Release shall be governed by the terms of this SLA and included in the subscription costs. 

• In the event of a Software fault, the customer can contact the Support Helpdesk under defined conditions  (see section entitled “6 Support Helpdesk”). 

6. Support Helpdesk 

6.1 Service Scope 

The LAYERFIVE Support Helpdesk provides technical support and help on all LAYERFIVE products and  services. It can be reached via email, or phone during the hours stated under 6.2 and under the following conditions. 

The following aspects are covered by the Support Helpdesk: 

✓ System service interruption/outage; 

✓ System service updates/maintenance; 

✓ System service behavior that is not in line with what the customer’s users expect;

Exhibit A: Service Level Agreement, version 1.01.00 

✓ Support regarding functionality. 

The following aspects are NOT covered by the Support Helpdesk: 

✓ Requests from third-party provider(s) of the customer; 

✓ Networks, devices, servers and workstations managed by the customer; 

✓ Requests regarding configuration and customization of LAYERFIVE products and services. 

6.2 Availability (Service Times) 

Support is available between 8AM-6PM Pacific Time, Monday to Friday for a live conversation. In the  event of a critical issue, support responds within the stipulated response times as stated in section 6.3.  ✓ E-mail: support@LAYERFIVE.com 

✓ Phone Americas: +1 510 404 8884 

6.3 Support Helpdesk Response Time 

The Support Helpdesk Response Time is defined as the time from when LAYERFIVE receives an email from  the customer to the time when LAYERFIVE replies and starts working on the request. The Response Time  is calculated 

based on the Service Times defined under 6.2. The maximum Response Times vary depending on the severity of the incident; the priority for resolution is determined by LAYERFIVE when evaluating the customer’s request: 

Priority for 

Resolution

Description of fault 

Response Time

High 

Use of the Software or substantial parts  thereof or complete 

processes are impossible (e.g., login is not  possible)

1 hour

Medium 

Use of the Software is substantially impaired,  but basic use is possible (e.g., certain  dashboards/charts are not functional, or a  calculation is not correct)

8 hours

Low 

The SaaS Service is available but exhibits  minor problems not affecting the result (e.g.,  dashboards/charts are available, but there  are minor effects such as performance  problems, graphics are not positioned  correctly, or there are issues with displaying  data)

At LAYERFIVE’s discretion

* Requests sent via email will always be initially treated as “Low” or “Medium” priority

Exhibit A: Service Level Agreement, version 1.01.00 

4.2 SaaS Service Availability 

To ensure that customers have access to their data when they need it, LAYERFIVE uses several levels of protection to provide customers with service availability (uptime) of 99.9%. 

Scheduled and Regular Maintenance do not constitute un-Availability and are not included in the Availability calculation. 

4.4 Service Level Credits 

If LAYERFIVE cannot meet the Availability specified in this SLA for reasons for which it is responsible,  LAYERFIVE shall provide customers with a 100% credit note (Service Level Credit) for every full hour of un availability, provided that the customer complies with the requirements set out in Section 4.5. The credit is calculated from the time of outage until the SaaS Service is Available again. LAYERFIVE will issue a credit equal to 100% of the SaaS Service costs per hour. Service Level Credits shall be offset against any claim for loss or damage caused by the customer. 

4.5 Remedy and Procedure 

The customer’s remedy and the procedure for claiming the Service Level Credits under Section 4.4. shall apply if (1) LAYERFIVE fails to meet the agreed availability figures referred to above and (2) the customer cumulatively complies with the following requirements: 

1. There must be a support ticket documenting the reported un-Availability within five (5) Business Days of  the end of the service interruption; 

2. There are no invoice amounts on the customer’s account on which the customer is in default; 3. The customer must notify LAYERFIVE at least by email within five (5) Business Days by opening a support ticket and providing the following details together: 

✓ List the individual functional areas of the SaaS Service that were affected; 

✓ List the date and time the Downtime occurred; 

✓ List an estimate of the amount of actual Downtime in minutes; 

✓ Ticket number of the documented incident. 

5. 5. Software Maintenance Services 

• LAYERFIVE continually analyzes the Software to find potential for improvement, enhanced security, expanded functionality, and greater user-friendliness. Suggestions by the customer will be analyzed and  incorporated into the functionality of the Software at the discretion of LAYERFIVE. 

• Enhancements of the Software (Releases) shall be made available to the customer from time to time. • All functionality added by a Release shall be governed by the terms of this SLA and included in the subscription costs. 

• In the event of a Software fault, the customer can contact the Support Helpdesk under defined conditions  (see section entitled “6 Support Helpdesk”). 

6. Support Helpdesk 

6.1 Service Scope 

The LAYERFIVE Support Helpdesk provides technical support and help on all LAYERFIVE products and  services. It can be reached via email, or phone during the hours stated under 6.2 and under the following conditions. 

The following aspects are covered by the Support Helpdesk: 

✓ System service interruption/outage; 

✓ System service updates/maintenance; 

✓ System service behavior that is not in line with what the customer’s users expect;

Exhibit A: Service Level Agreement, version 1.01.00 

✓ Support regarding functionality. 

The following aspects are NOT covered by the Support Helpdesk: 

✓ Requests from third-party provider(s) of the customer; 

✓ Networks, devices, servers and workstations managed by the customer; 

✓ Requests regarding configuration and customization of LAYERFIVE products and services. 

6.2 Availability (Service Times) 

Support is available between 8AM-6PM Pacific Time, Monday to Friday for a live conversation. In the  event of a critical issue, support responds within the stipulated response times as stated in section 6.3.  ✓ E-mail: support@LAYERFIVE.com 

✓ Phone Americas: +1 510 404 8884 

6.3 Support Helpdesk Response Time 

The Support Helpdesk Response Time is defined as the time from when LAYERFIVE receives an email from  the customer to the time when LAYERFIVE replies and starts working on the request. The Response Time  is calculated 

based on the Service Times defined under 6.2. The maximum Response Times vary depending on the severity of the incident; the priority for resolution is determined by LAYERFIVE when evaluating the customer’s request: