Deepfactor Product SLA

Deepfactor Service Level Agreement (On-Premises)

  1. Standard Terms Applicable to the SLA
    1. For purposes of this Service Level Agreement (“SLA”), the following definitions will apply
    2. “Business Hours” are subject to change, but are currently from 9:00a Pacific Time to 6:00p Pacific time, Monday through Friday with the exception of holidays.
    3. “Critical Business Impact” means that the Service is down and non-operational and all Customer users are unable to use the Service.
    4. “Critical Error” means an Error that causes essential functions of the Service not to operate and considerably restricts Customer’s business operations (e.g. imminent data loss or loss of connection to a centralized server environment); and (ii) for which there is no known reasonable workaround. Deepfactor and the Customer shall mutually determine whether a reported Error constitutes a Critical Error pursuant to the preceding criteria.
    5. “Emergency Maintenance” means any time outside of the Scheduled Maintenance Window that Deepfactor is required to apply urgent patches or fixes, or undertake other urgent maintenance activities. If Emergency Maintenance is required, Deepfactor will contact Customer and provide the expected start time and the planned duration of the Emergency Maintenance and if Deepfactor expects the Service to be unavailable during the Emergency Maintenance.
    6. “Error” means any occurrence which causes the Service not to operate in material conformance with the applicable Documentation.
    7. Scheduled Maintenance Window” means the window during which weekly scheduled maintenance of the Service may be performed. The Scheduled Maintenance Window is between the hours of Friday 9:00 p.m. to Saturday 5:00 a.m. Pacific time.
    8. Serious Business Impact” means that the Service is operational, but its functionality is seriously affected and where implementing a workaround is time consuming and will adversely affect Customer’s business. In addition, this Error may involve downtime, outage, serious performance degradation or other failure of one or more non-critical business systems, functions or services that adversely impacts multiple end users.
    9. “Service” means Deepfactor’s on-prem services as described at https://www.deepfactor.io/developer-security/ and more specifically set forth in a Service Order.
    10. “Support Services” means the maintenance and support services as described herein that are provided to a Customer with a valid Service subscription.
    11. “System Availability” means the percentage of total time during which the Service is available to Customer, excluding the Scheduled Maintenance Window and Emergency Maintenance. “Available” in this context means Customer may log in, view data, create reports, modify settings and similar, for substantially all licensed components.
    12. “Third Party Software” means software not manufactured by Deepfactor that is either embedded in the Service or bundled by Deepfactor with the Service to Customer.
  2. SLAs.   The following SLAs for Support Services shall apply to the Service:
    1. Product Updates and Upgrades. Deepfactor may, in its sole discretion, release to Customer from time to time new versions of Service that it makes generally available to customers. Deepfactor shall not be obligated to release new versions, patches, hotfixes or other adaptations or modifications of any Third-Party Software. The installation of new versions, stable-releases, private-builds and Third-Party Software shall solely be the Customer’s responsibility.
    2. Web-Based Support. As part of Web-Based Support, Customer shall receive access to an online “Knowledge Base” for the Services. In addition, Customer can submit “Support-Tickets”. Except for the Knowledge Base, which may be accessed by any of Customer’s users, Web-Based Support shall only be available to Customer’s Named Contacts in accordance with Section below.
    3. Response Times. In connection with Errors reported by Customer, Deepfactor will use commercially reasonable efforts to adhere to the following response times (but does not guarantee that any reported Error will be resolved):
    4. Language of Support: English.
      Response Time for Non-Critical Errors Response Time for Critical Errors
      Within 3 Business Days of Deepfactor’s receipt of Customer’s request Within 1 Business Days of Deepfactor’s receipt of Customer’s request
  3. Named Contacts
    1. Customer shall appoint a certain number of employees who shall act as contact persons and as authorized delegates regarding Support Services for the Customer (herein referred to as “Named Contacts”)
  4. Exclusions
    1. Support Services shall only be provided for the Service and Third Party Software as expressly detailed herein. Notwithstanding the foregoing, Support Services exclude, and Deepfactor is not obligated to provide, any support, maintenance, troubleshooting or other such services arising from or related to:
      1. Service which has been customized, supplemented, altered or modified by Customer or any third party without Deepfactor’s express written consent;
      2. Errors due to outside influences, e.g., power blackouts, actions from external factors or force majeure events;
      3. Errors due to the use of the Service of Third Party Software other than as specified in the respective software’s specifications;
      4. The operation or use of the Service on devices which do no meet the requirements as provided by Deepfactor in its documentation or on its website;
      5. Errors due to Customer’s failure to implement new versions or releases of the Service made available under Support Services;
      6. Service that has reached end of maintenance status; or
      7. Accident, negligence of misuse of the Service or Third Party Software.
    2. Deepfactor is not responsible or liable for any delay or failure of performance caused in whole or in part by any delay or failure to perform any of Customer’s obligations under this SLA.
  5. Cooperation Duties of Customer.
    1. Customer shall provide Deepfactor with all such cooperation, assistance and information as Deepfactor may reasonably request, or otherwise may reasonably be required, to enable Deepfactor to perform its obligations  (including the provision of Support Services) hereunder, and Customer acknowledges that Deepfactor’s obligations hereunder are subject to Customer’s provision of such cooperation, assistance or information.
    2. As a precondition for requesting Support Services from Deepfactor, Customer agrees to use reasonable efforts to: (i) attempt to solve the problem or Error and to utilize sufficient resources to clearly understand that a problem or Error exists before consulting Deepfactor; (ii) utilize sufficient resources to understand the instructions from Deepfactor in addressing the problem, and make reasonable attempts to correct the problem or Error as suggested by Deepfactor. In addition, Customer agrees and acknowledges that the extent of access and the accuracy of information and technical data provided may affect Deepfactor’s ability to provide the Support Services.
  6. Changes to Support Services. Deepfactor may, in its discretion, change from time to time this SLA with three (3) months notice with the understanding that Deepfactor shall not make any material changes to the scope of Support Services. Deepfactor shall provide such notice by publishing such changes on the Deepfactor website.
  7. Duration of Support Services. Customer shall receive Support Services for the term specified in the applicable order form for the Services.
  8. Limited Warranty and Disclaimer. Deepfactor shall use its reasonable efforts to provide the Support Services and warrants that such services shall be performed in a professional and workmanlike manner.  Customer’s exclusive remedy and Deepfactor’s entire liability for breach of the limited warranty set forth in this Section 8 is the re-performance by Deepfactor of the deficient Support Services. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN THIS SECTION, THE SUPPORT SERVICES, ALONG WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES, INFORMATION, OR MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE OF ANY OF THEM ARE PROVIDED “AS IS.” DEEPFACTOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, DEEPFACTOR MAKES NO WARRANTY OF ANY KIND THAT THE SUPPORT SERVICES,  OR ANY OTHER GOODS, SERVICES, TECHNOLOGIES, INFORMATION, OR MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE OF ANY OF THEM, WILL MEET CUSTOMER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY SOFTWARE IS PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING SUCH IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF SUCH THIRD-PARTY SOFTWARE. THIS AGREEMENT DOES NOT AMEND, AUGMENT, OR OTHERWISE MODIFY DEEPFACTOR’S WARRANTIES UNDER ANY OTHER AGREEMENT SIGNED BY DEEPFACTOR AND CUSTOMER.
  9. Liability and Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEEPFACTOR AND ITS AFFILIATES, LICENSORS, RESELLERS, AND DISTRIBUTORS SHALL NOT BE LIABLE FOR ANY LOSS OF USE, LOSS OF INCOME, LOSS OF OPPORTUNITY OR PROFITS, LOSS OF GOODWILL, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING FROM THE SUPPORT SERVICES, AND THIRD-PARTY SOFTWARE, OR OTHERWISE ARISING IN CONNECTION WITH THESE TERMS, HOWSOEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LIABILITY OF DEEPFACTOR AND ITS AFFILIATES, LICENSORS, RESELLERS, OR DISTRIBUTORS EXCEED THE AMOUNTS PAID TO DEEPFACTOR FOR CUSTOMER’S SPECIFIC SERVICES AT ISSUE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
  10. Force Majeure. Deepfactor is not liable for any failure or delay in performance due to any cause beyond its control, including without limitation, flood, fire, acts of war, terrorism, earthquake, pandemics and acts of God.  Deepfactor shall not be liable for any failure or delay in performing its obligations on account of Customer’s failure to perform its obligations hereunder.
  11. Governing Law; Jurisdiction. This SLA is governed by the laws of the State of California, without reference to its conflict of laws principles. Any dispute regarding these Support Terms will be subject to the exclusive jurisdiction of the state and federal courts located in San Mateo County, California, U.S.A.
  12. General Terms. This SLA is non-transferrable. This SLA constitutes the entire agreement between Customer and Deepfactor with respect to the Support Services and supersede all prior agreements, negotiations, representations and proposals, written and oral with respect to the subject matter hereof. Additional or conflicting terms on any purchase order or other document issued by Customer or any third party will have no force or effect.  Except as otherwise stated herein, this SLA may not be amended, waived or modified, except in a writing signed by a duly authorized representative of each party and no course of dealing or usage of trade may be invoked to amend, waive or modify any term of this SLA. If any provision of this SLA is held invalid or unenforceable, the remainder of this SLA will continue in full force and effect. No waiver by either party of any rights under the SLA will be effective unless such waiver is in a writing signed by the party against whom enforcement is sought.