SERVICE LEVEL AGREEMENT

This Service Level Agreement (“SLA”) between Coriell Life Sciences (“CLS”), and the user (“Customer”) of CLS’s services (“Services”) sets forth the service level terms and conditions and is an integral part of the Agreement. This SLA defines the terms of Customer’s responsibility with respect to the Services that CLS provides and Customer’s remedies in the event that CLS fails to meet these Service Commitments. This SLA set forth herein represent CLSs sole obligation and Customer’s sole remedy for failure to meet such Service Commitments. This SLA does not apply to the availability of Third-Party Services (TPS) which are subject to the TPS Agreements. The SLA is binding only on the Customer and CLS and does apply to any Third Parties, including Customer End Users.

Definitions

The following are definitions of capitalized words used in this Agreement:

“Agreement” The Customer’s use of and access to Services is governed by the Terms of Services (“TOS”), Service Level Agreement, Privacy Agreement, Acceptable Use Policy, any other documents referenced herein (collectively, the “Agreement”).

“Business Hours” means 9:00 a.m. to 5:00 p.m. (Eastern Standard Time – EST), Monday through Friday, and, notwithstanding the foregoing, does not include times during Service Maintenance.

“Service Maintenance” means CLS’s maintaining of the Service including software. Service Maintenance includes, without limitation, database index rebuilding, hardware upgrades, software upgrades, and network upgrades, as applicable.

Data Retention

CLS shall make a full backup copy of each database and file system daily and retain each such daily backup copy for a minimum of seven (7) days. CLS retains copies of Agent and API log files for at least sixty (60) days.

Service Availability

Service Availability – General. CLS’s goal is to provide Service Availability twenty-four hours per day, seven (7) days per week (referred to as “24×7 Availability”).  However, the parties recognize that 24×7 Availability is only a GOAL, and CLS cannot represent or guarantee that such goal can be achieved.

Service Availability Level Goals. CLS shall use reasonable efforts to achieve the target Service Availability Goal of 99.99% service uptime except during scheduled Service Maintenance (“Service Commitment”). Notwithstanding the foregoing, Customer recognizes that the Internet is comprised of thousands upon thousands of autonomous systems that are beyond the control of CLS. Routing anomalies, asymmetries, inconsistencies and failures of the Internet outside of the control of CLS can and will occur, and such instances shall not be considered any failure of the 99.99% service uptime. Whilst Customers are free to monitor service uptime on their systems and other monitoring services, CLS proactively monitors service uptime and the results of these monitoring systems shall provide the sole and exclusive determination of service uptime.

Response Time to Error. CLS has internal notification tools for service problems. Additionally, Customer may report problems to CLS Support. Once notified CLS Support will respond as per the SERVICE SUPPORT POLICY (shown below). Note that these guidelines specify the time to begin investigation of the problem, not the length of time within which such problem will be resolved.

Service Maintenance

The parties agree that CLS shall provide Service Maintenance, which may cause errors as defined by the SERVICE SUPPORT POLICY (shown below). CLS shall use commercially reasonable efforts to limit Service Maintenance, which causes Severity Level 1 Errors to two (2) hours per month. CLS shall notify named Customer contact by email prior to performing any Service Maintenance which CLS predicts will cause a Severity 1 Error outside of standard Service Maintenance Times.

CLS shall attempt to schedule Service Maintenance during the times as specified in Table 1 – Service Maintenance Times. However, the parties agree that it may be necessary for CLS to perform Service Maintenance during times other than those specified in Table 1, and CLS reserves the right to perform Service Maintenance during times other than those specified in Table 1.

Table 1 – Service Maintenance Times

Service Maintenance Times (Day)

Service Maintenance Times (Hours)

Monday to Friday

8 PM to 4 AM (EST)

Saturday

12 PM to 12 AM (EST)

Sunday

12 PM to 12 AM (EST)

 

Disclaimer of Actions Caused by and/or Under the Control of Third Parties. CLS DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM CLS’s NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER’S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH CLS WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, CLS CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, CLS DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

Limitations

CLS cannot assume responsibility and shall not be liable for any impacts on Service Availability due to any downtime caused by Customer produced code.

CLS reserves the right to change this SLA at any time, and without notice.

Service Support Policy

Primary incident-reporting is done via our Customer Ticketing System (powered by Zoho Desk) located at https://desk.zoho.com/portal/corielllifesciences/. Through this system, you have access to all tickets on your account, both open and completed, both current information and historical. We prioritize tickets by severity, so for example issues where a site is completely unavailable will be processed before tickets where a site is slow, and those before general questions about our service or general advice covering the software offered inside CLS. Shown below is a guide to the CLS Severity Levels:

Severity Levels

Explanation

Ticket Response Goals

Level 1 – Emergency

Service is down, business operations severely impacted with no workaround; or a security issue.

Within 30 minutes during our Business Hours, and except as otherwise provided herein, we guarantee response within 8 business hours.  Note that these guidelines specify the time to begin investigation of the problem, not the length of time within which such problem will be resolved.

Level 2 – High

Production Services are operational but significant disruption of business operations; no stable workaround.

Within 1-hour during our Business Hours, and except as otherwise provided herein, we guarantee response within 8 business hours. Note that these guidelines specify the time to begin investigation of the problem, not the length of time within which such problem will be resolved.

Level 3 – Medium

Issues causing moderate to low business disruption with a Production or Development Service or any issue for which there is a stable workaround available.

Within 2-hours during our Business Hours, and except as otherwise provided herein, we guarantee response within 8 business hours. Note that these guidelines specify the time to begin investigation of the problem, not the length of time within which such problem will be resolved.

Level 4 – Low

Production or Development Service is operational; no significant disruption of business operations; issues with little time sensitivity such as general questions.

Within 4-hours during our Business Hours, and except as otherwise provided herein, we guarantee response within 8 business hours. Note that these guidelines specify the time to begin investigation of the problem, not the length of time within which such problem will be resolved.