1. Definitions

• 1.1 - “Business Hours” means each hour during a Business Day. 
• 1.2 - “Business Day” means 9:00 AM EST - 5:00 PM EST, on Monday through Friday, excluding holidays. 
• 1.3 - “Error” means a failure of the Software to operate in all material respects with the applicable Software’s documentation.

2.1 - Upon receipt of a properly submitted and documented Error, Guidde shall prioritize it in accordance with the guidelines below: Levels Definitions  

• 2.1.1 - Severity 1 (S1) –the Software is completely inaccessible or the majority of its functionalities are unusable and the issue is directly disrupting Licensee's network and/or business operations. All S1 Errors must be submitted by email to support@guidde.com 
• 2.1.2 - Severity 2 (S2) –One or more key features of the Software are unusable and affects many users —and no reasonable workaround is available.
• 2.1.3 - Severity 3 (S3) Any other Error where a Software feature is not operating as documented

2.2 - Error Severity may be re-evaluated upon submission of a workaround.

• 3.1 - Definitions. The following definitions shall apply to this Section 3 of the SLA.  
• 3.2 - “Downtime” means the total time within a Measured Period during which the Software is   inoperable or inaccessible, excluding SLA Exclusions during such Measured Period.
• 3.3. - “Measured Period” means the total number of minutes in the calendar year.
• 3.4 - “Scheduled Downtime” means any Downtime (i) of which Licensee is notified at least three 3 days in advance, or (i) during a standard maintenance window, as published by Guidde from time to time. In either of the foregoing two situations, Guidde will use commercially reasonable efforts to ensure that the Scheduled Downtime falls between Friday 19:00 PM EST - Monday 07:00 EST.
• 3.5 -  “Uptime” means the total period in minutes during which the Software is available for access and use during a Measured Period.
• 3.6 - “Uptime Percentage” means Uptime expressed as a percentage, calculated in accordance with the following formula:     

For the duration of the Subscription Agreement, Guidde shall use commercially reasonable efforts to ensure that the Software is available for access at an annual Uptime Percentage of at least 99%, as measured over any calendar year.   

5. SLA Exclusions

Guidde’s obligations hereunder are based on and subject to the Licensee: (i) complying with the Subscription Agreement and this SLA, (ii) complying with Guidde’s instructions, if any, for performing any corrective action; and (iii) maintaining the connectivity (with acceptable bandwidth) of the Licensee’s workstations to the internet, as well as creating and maintaining firewall definitions and opening required ports that permit access to the Software. The following shall not be considered within the definition or calculation of Downtime: (i) Scheduled Downtime; (ii) Product unavailability that is attributable to: (a) causes beyond Guidde’s reasonable control or the performance of any third party hosting provider or communications or internet service provider; (b) any actions or omissions of the Licensee or any third party acting on its behalf; (c) Licensee’s or any third party’s equipment or software; and/or (d) Licensee's failure to perform any obligation under the Guidde Subscription Agreement or this SLA that affects the performance of the Software; (iii) Product unavailability caused by the suspension and termination of Licensee’s right to use the Product in accordance with the Guidde Subscription Agreement; and (iv) separate instances of Service unavailability of less than 10 minutes duration each (each an “SLA Exclusion”).

6. Licensee Responsibilities

• 6.1.3 - Licensee shall report to Guidde all problems with the SaaS and shall implement any corrective procedures provided by Guidde reasonably promptly after receipt.