Service-Level Agreement

This document outlines the service levels to be provided in the delivery of Intermodal.cloud, an all-in-one software-as-a-service (SaaS) solution featuring a content management system (CMS), rapid application development environment, and cloud hosting platform, by Intermodal.cloud (“Intermodal.cloud”). It also provides the service delivery parameters, against which the delivery of Intermodal.cloud SaaS will be evaluated. Based on this evaluation, Client may be entitled to an adjustment to the Service Credits for the services paid for.

Service uptime commitment

For the purpose of measuring the quality of service (QoS) that we are delivering to Client, we provide the following commitment:

provide access to the SaaS web application on a twenty-four hour, seven days a week (24 x 7) basis at a rate of 99.9% ("SaaS Services Uptime Metric").
SaaS Services Uptime Metric commences "30 days" after the registered date which Client is invoiced from. This "30 days" period is defined as the end-user testing period, Client has become familiar with the software, and at which point Client end-users have accessed the production environment with production data.

Measurement method

The SaaS Services Uptime Metric shall be measured using our monitoring and reports of the server uptime, process monitoring software running twenty-four hours, seven days a week (24 x 7).

On a quarterly basis, the SaaS Services Uptime Metric will be measured using the measurable hours in the quarter (total time minus planned downtime, including maintenance, upgrades, etc.) as the denominator. The numerator is the denominator minus the time of any outages in the quarter (duration of all outages combined) to give the percentage of available uptime. An "outage" is defined as a continuous failure by the monitoring system to access the dashboard for a five-minute period lasting.

Boundaries and exclusions

The SaaS Services Uptime Metric shall not apply to performance issues caused by the following:

Overall Internet congestion, slowdown, or unavailability
Unavailability of generic Internet services (e.g. DNS servers) due to virus or hacker attacks
Force Majeure event
Actions or inactions of Client (unless undertaken at the expressed directive of Intermodal.cloud) or third parties beyond the control of Intermodal.cloud
A result of Client equipment including mobile phones or third-party computer hardware, software, or network infrastructure not within the sole control of Intermodal.cloud
Scheduled maintenance time
Anything outside the control of Intermodal.cloud

In addition to scheduled maintenance, upgrades, patches and redundancy testing, we may require additional downtime. The downtime will be scheduled in advance and Client will be notified via email at least forty-eight (48) hours in advance (or longer if practical). The Client understands and agrees that there may be instances where we need to interrupt the services without notice in order to protect the integrity of the Services due to security issues, virus attacks, spam issues or other unforeseen circumstances.

Support management

Intermodal.cloud will provide to Client the following support:

Email support is available 24 hours, 7 days a week (24 x 7) basis
Email sent by Client indicating support needs / Support ticket opened will be acknowledged and replied by Intermodal.cloud within 12 hours of its receipt
Proposed resolution / steps of investigation will be given within 24 hours of receipt
Resolution may take up to 5 working days to be submitted for release
Mobile app updates may take up to 1 week or more (from resolution submission date) to be released depending on the duration of App Store and Google Play review process

Services failing to meet the support agreement listed above will be subjected to SaaS Service Credits.

Data storage

Intermodal.cloud will store Client data for the unlimited duration for the active (paid) accounts according to the selected package.

In case of non-payment for any reason or any violation of these Terms of Service, Intermodal.cloud shall be entitled - without liability - to immediately bar Client's access to the Services and bar access to the service plan in question, and to terminate Client’s account.

In case of termination of account, we reserve the right to impose a reconnection fee in the event Client requests to resume access to the Services. Client agrees and acknowledges that Intermodal.cloud has no obligation to retain any data and that such data may be irretrievably deleted if the account is 90 days or more delinquent.

Terminated (unpaid) accounts' data will be kept for the period of 90 days.

Reporting

Intermodal.cloud will provide a SaaS Services Uptime Metric Report in Accordance with this document to the Client upon request. If the Client does not agree with the Uptime Metric Report, written notice of the dispute must be provided within fifteen (15) days of the Uptime Metric Report.

SaaS service credits

Our exceeding, meeting, or failing to meet the SaaS Services Uptime Metric as measured over any quarter may be reflected in adjustments to the duration of the paid time (monthly and annually) of the Client pursuant to the following schedule (“Service Credits”):

Between 99.9% – 100%	Meet goals
Between 98.0% – 99.8%	Tolerable	Five (5) day extension of the term of the SaaS at no cost to Client
Below 98.0%	Unacceptable	Ten (10) day extension of the term of the SaaS at no cost to Client

SaaS Ratings below 98.0% for a quarter shall be escalated by both parties for the individual review, as outlined in this schedule.

The SaaS Service Credits shall be cumulative and extend the initial term of the SaaS period paid for (monthly payment option) by the Client at no cost to Client. For (annual payment option) Client, the SaaS Service Credits will be added to the end of the payment term as stated in the invoice; any renewal of SaaS agreement shall be effective after SaaS Service Credits have been fully utilized.

The annual Service Credits are capped at thirty (30) days per annum.