LILT PLATFORM SERVICE LEVEL AGREEMENT (“SLA”)
LILT PLATFORM SERVICE LEVEL AGREEMENT (“SLA”)
Lilt will use commercially reasonable efforts to maintain the availability of the Platform to Customer as follows:
Platform Availability
Service Category | Availability of the Platform |
Monthly Availability | 99.5% (excluding Scheduled Downtime (as defined below), Force Majeure Events, and any service level exclusions (as described below)) (where “Force Majeure Events” means any natural occurrence or other event outside of Lilt’s reasonable control). |
Scheduled Downtime | The Platform may be unavailable for Customer to use from 2200 GMT Fridays to 0800 GMT Saturdays, or as Lilt otherwise notifies Customer no less than twenty-four (24) hours in advance, for the purpose of Lilt performing maintenance on the Platform (“Scheduled Downtime”). |
Unplanned Outages (other than for system emergencies) | Lilt agrees that unplanned outages (i.e. when the Platform is unavailable for Customer to use for reasons other than emergencies, Scheduled Downtime (as defined below), Force Majeure Events, or any service level exclusions (as described below)) will be limited to a maximum of 240 minutes over a reference period of 30 calendar days. |
Unplanned Outages for System Emergencies | Lilt agrees that unplanned outages (when the Platform is unavailable for Customer to use for reasons other than Scheduled Downtime (as defined above), Force Majeure Events, or any service level exclusions (as described below)) will be limited to a maximum 2 hours over a reference period of 30 days. Separately and collectively, unplanned outages for emergencies and otherwise will be an “Unplanned Outage”). Lilt will promptly notify Customer of any Unplanned Outages including a description of the Unplanned Outage and the expected or estimated time until normal operation of the Platform will resume. |
Service Level Exclusions. Lilt will have no liability for lack of availability due to: (1) outages caused by the failure of public network or communications components, (2) user errors, or (3) unauthorized use or misuse by Customer or anyone using any of the Customer passwords, provided that Customer has taken industry standard steps to protect the Platform from unauthorized access, intrusion, and disruption.
Customer Reporting. Customer will report any error, bug, or defect in the Platform to the support portal at https://lilt.atlassian.net/servicedesk/customer/portals, immediately upon becoming aware or receiving notice of such system downtime, error, bug, or defect.
Sole Remedy. For each calendar month in which Lilt has uptime of:
less than 99.5% but above 95%, Lilt will, upon Customer’s request made within thirty (30) days of the end of such calendar month, provide Customer with a written plan for improving Lilt’s Service Availability to attain the 99.5% Platform Availability and Lilt shall promptly implement such plan;
between 95% and 90%, Lilt will, upon Customer’s request made within thirty (30) days of the end of such calendar month, provide Customer with an action plan under section 4(a) above; or
less than 90%, Lilt shall, upon Customer’s request made within thirty (30) days of the end of such calendar month, provide Customer with an action plan under section 4(a) above. Customer may also terminate this Agreement upon thirty (30) days’ written notice (which notice must be given within sixty (60) days of the end of the calendar month in which the Platform Availability was less than 90%).
Customer shall not exercise the rights in this Section 4 without a reasonable basis or belief that the applicable Platform Availability commitment was not satisfied. If Customer believes that Lilt has failed to achieve its Platform Availability commitment in any given month, Lilt shall, promptly following Customer’s request, provide a report that contains true and correct information detailing Lilt’s actual Platform Availability performance. THIS SECTION 4 SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND LILT’S SOLE LIABILITY, FOR ANY FAILURE TO MEET THE MONTHLY AVAILABILITY COMMITMENT AND/OR ANY OTHER TERMS AND CONDITIONS OF THE SERVICE LEVEL AGREEMENT SET FORTH IN THIS EXHIBIT.
Back-ups. Lilt will perform one incremental back-up of the Platform per day and retain such backup for 7 calendar days.
Disaster Recovery. Lilt will use commercially reasonable efforts to maintain the availability of Platform in the event of an Unplanned Outage. Load balancing and auto scaling have been configured throughout Lilt’s technical stack. A content delivery network is used to deliver the Platform to all of Lilt’s customers’ users around the world in the most efficient manner possible. Lilt leverages an industry leading hosting provider to support its production operations: and such hosting services provider maintains a SOC SSAE 16 report.
Technical Support. Lilt shall provide Customer with email support for the Platform Monday through Friday, 0900‒1700 Eastern Time, excluding holidays recognized by Lilt.
Error Corrections and Updates.
Definitions.
“Error” means a failure of the Platform to conform to the documentation, resulting in the inability to use, or material restriction in the use of, the Translation Services.
“Update” means either a Platform modification or addition that, when made or added to the Platform, corrects the Error, or a procedure or routine that, when observed in the regular operation of the Platform, eliminates the practical adverse effect of the Error.
Updates. Lilt will make commercially reasonable efforts to provide an Update designed to solve or by-pass a reported Error. Lilt shall reasonably determine the priority level of Errors, pursuant to the following protocols and take the following actions during Lilt’s technical support hours.
Errors.
Severity 1 Errors: Lilt promptly initiates the following procedures: (1) assigns specialists to correct the Error on an expedited basis; (2) provides ongoing communication on the status of an Update; and (3) begins to provide a temporary workaround or fix. A Severity 1 Error means the (i) production system is severely impacted or completely shut down, or (ii) system operations or mission-critical Translation Services are down.
Severity 2 Errors: Lilt assigns a Lilt specialist to begin an Update, and provides additional, escalated procedures as reasonably determined necessary by Lilt support services staff. Lilt exercises commercially reasonable efforts to provide a workaround or include a fix for the Severity 2 Errors in the next update or release. A Severity 2 Error means (i) the production system is functioning with limited capabilities, or (ii) is unstable with periodic interruptions, or (iii) mission critical Translation Services, while not being affected, have experienced system interruptions.
Severity 3 Errors: Lilt may include an Update in the next release. A Severity 3 Error means there (i) are errors in fully operational production systems, (ii) is a need to clarify procedures or information in documentation, or (iii) is a request for a product enhancement.
Target Response Times. Lilt will respond to Customer reports of a problem based on the severity. Upon receipt of a request for support or report of a problem, Lilt will use commercially reasonable efforts to respond to Customer in accordance with the initial target response times for the corresponding level of priority as indicated in the table below:
Priority | Examples | Target Initial Response Time* |
Priority One: Emergency A crisis has occurred - a system is down, a major operational function is unavailable or a critical interface has failed. All Severity 1 Errors fall under this category. | Production system is down or crashing frequently A business critical operation cannot be performed | 1 hour |
Priority Two: Critical Any problem critical to Customer success and requiring immediate resolution. All Severity 2 Errors fall under this category. | Production system functioning with limited capabilities Platform unstable with periodic interruptions | 4 hours |
Priority Three: High Priority three situations include problems to be resolved as soon as possible. Most of these have acceptable workarounds, or the Services recover on their own. All Severity 3 Errors fall under this category. | Errors in production systems but still fully functional Malfunction in non-critical functions | 1 day |
Priority Four: Normal Priority four situations are technical questions or problems requiring resolution - many of which are of “how to” nature. | Need clarification of procedures or information in documentation Attributes or options do not operate as stated Platform enhancement requests Documentation is incorrect | 2 days |
* All “hours” and “days” are business hours and days.
9. Conditions. Lilt’s obligation to provide support services is conditioned upon the following: (a) Customer makes reasonable efforts to solve the problem after consulting with Lilt; and (b) Customer provides Lilt with sufficient information and resources to correct the problem, as well as access to the personnel, hardware, and any additional systems involved in discovering the problem.
10. Support Exclusions. Lilt is not obligated to provide support services in the following situations: (a) the problem is caused by Customer’s negligence, hardware malfunction or other causes beyond the reasonable control of Lilt; (b) the problem is with third party software not made available through Lilt; (c) the problem is with individual user’s desktop or browser software; or (d) Customer has not paid Lilt the fees for the Platform and Services when due under the Agreement or any applicable Order Form or Statement of Work.