Themis Service Level Commitments and Support Services

Exhibit A

Themis Service Level Commitments and Support Services

Themis shall provide SLC Credits (defined in paragraph 3 below) and Support Services in accordance with the Service Level Commitments and Support Services Terms as defined herein. In the event of any conflict between the remainder of the Agreement and the Service Level Commitment and Support Services Terms, the Service Level Commitment and Support Services Terms will prevail. The Service Level Commitments and Support Services incorporate the definitions set forth in Clause 1 of the Agreement.

1. Exhibit Definitions

(a) “Subscriber Core Group” means Subscriber’s employees who have been trained on the Service and who are familiar with Subscriber’s business practices.

(b) “Subscriber User Community” means all users who input, extract or view data in the Service, including all Registered Clients.

(c) “Downtime” means any period, greater than ten minutes, during which the Subscriber is unable to access or use the Service because of a Service Outage, excluding (i) any such period that occurs during any Scheduled Downtime , or (ii) document preview, search, FTP or synch functions of the Service.

(d) “Recurring Downtime” means 4 hours per month on the third Saturday of the month from 12:00 A.M. to 4:00 A.M. PST.

(e) “Request” means a modification to the Service outside of the scope of the functional specifications.

(f) “Scheduled Downtime” means the time period identified in advance by Themis in which it intends to perform any planned upgrades and/or maintenance on the Service or related systems and any overrun beyond the planned completion time.

(g) “Service Outage” means a situation in which the datacentres hosting the Service are not accessible as a result of failures at the datacentres (as distinguished from the internet provider of any User or any intervening server) or the failure of Themis to provide login ability. A decrease in system response time due to a temporary failure of a non-critical component shall not constitute a Service Outage.

(h) “Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in such calendar month, divided by the total number of minutes in such calendar month.

(i) “User Administration Support” means issues that have an impact on the usability of the Service and are addressable through the adjustment of Users’ access privileges, processes or procedures.

2. Scope of Service Level Commitments

Themis’ obligations do not extend to Service Outage or other issues caused by:

1. any modification of the Service made by any person other than, or on behalf of, Themis;

2. any third party hardware or software used by Subscriber or any Registered Clients;

3. the improper use of the Service;

4. the accidental or deliberate damage to, or intrusion or interference with the Service not caused by Themis;

5. the use of the Service other than in accordance with any user documentation published by Themis or the reasonable instructions of Themis;

6. test or training instances of the Service provided to Subscriber;

7. connection failures, latency problems and similar factors caused or affected by difficulties with the User’s (or internet service provider’s) internal network or general internet conditions;

8. Force Majeure Events.

3. Scheduled Downtime and Guaranteed Up Times

Themis will use commercially reasonable efforts to provide at least 24 hours prior notice before implementing any Scheduled Downtime. If the Subscriber experiences an Uptime Percentage of less than 99.9% in any calendar month, Themis will provide to Subscriber a credit (“SLC Credit”) equal to the credit percentage identified in the SLC Credits table below multiplied by the Subscriber’s fees paid to Themis for the Service that are attributable to such month (calculated on a straight line pro-rated basis with respect to any fees paid in advance). The SLC Credit is Subscriber’s sole and exclusive remedy for any failures of the Service to perform in accordance with the Agreement, which are covered by SLC Credits.

Uptime Percentage Credit Percentage
Equal to or greater than 99% but less than 99.9% 10%
Less than 99% 25%

4. Availability of SLC Credits

Subscribers who are past due on any payments owed to Themis are not eligible to receive SLC Credits. Themis will issue SLC Credits, as determined in its sole discretion, either on future billing cycles or as a refund against annual fees paid. In order to receive any SLC Credit, Subscriber must notify Themis within thirty days from the time Subscriber becomes eligible to receive a SLC Credit. Failure to comply with this requirement will forfeit Subscriber’s right to receive a SLC Credit. In no event will the total amount of SLC Credits if any, exceed the fees paid by Subscriber for the corresponding month.

5. Support Services

Themis will provide support services to assist Subscriber in resolving Errors (“Support Services”). Support Services do not include (a) physical installation or removal of the API and any user documentation published by Themis; (b) visits to Subscriber’s premises; (c) any electrical, mechanical or other work with hardware, accessories or other devices associated with the use of the Service; (d) any work with any third party equipment, software or services; (e) any professional services associated with the Service, including, without limitation, any custom development, or data modelling.
Themis will provide email and/or phone support as specified at, excluding Themis corporate holidays and national Canadian, Irish and U.S. holidays except where noted.