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Last Updated: September 1, 2021

Reciprocity will host the Service in accordance with this SLA.

  1. Availability. Reciprocity will use commercially reasonable efforts to ensure that, other than for scheduled or emergency maintenance, the Service will be accessible in all material respects at least 99.9% of the time during any 30-day period. The availability of the Service may be subject to limitations, delays, and other problems inherent to the general use of the Internet and other public networks or caused by Customer or third parties. Reciprocity is not responsible for any delays or other damage resulting from problems outside of Reciprocity’s control, including problems with the Service.
  2. Performance Issue Corrections. If the Service is not accessible as specified in Section 1 of this SLA (“Performance Issue”), Reciprocity will use commercially reasonable efforts to correct the Performance Issue with a level of effort commensurate with the severity of the Performance Issue. Reciprocity and Customer will comply with the following resolution procedures for all Performance Issues reported by Customer:

    1. Notice of Performance Issue. If Customer encounters a Performance Issue, Customer must sufficiently define the Performance Issue in a written notice to Reciprocity. After receipt of written notice of a Performance Issue from Customer, Reciprocity will notify Customer if Reciprocity cannot identify the cause of the Performance Issue. If Reciprocity cannot identify the cause of the Performance Issue, Customer will provide additional information regarding the Performance Issue as Reciprocity may request in order to assist Reciprocity with identifying the cause of the Performance Issue. Customer will provide a separate written notice for each Performance Issue encountered by Customer.
    2. Performance Issue Classification. In its notice of a Performance Issue, Customer will reasonably classify for Reciprocity the initial priority of the Performance Issue. Customer will use the nature of the Performance Issue and Customer’s business situation to initially classify each Performance Issue. Customer will classify each Performance Issue in accordance with the severity classification table below. To the extent that Reciprocity disagrees with any Performance Issue classification provided by Customer, Reciprocity will promptly advise Customer of the revised classification of any Performance Issue.
    3. Response Time. Reciprocity will use reasonable efforts to respond to each of Customer’s written notices of Performance Issue within the period set forth in severity classification table below. Response time is the elapsed time between Customer’s first report of an identified Performance Issue and the provision of a plan for resolution by a Reciprocity technical contact.
    4. Expedited Response Time. To the extent that Customer may seek Reciprocity to respond to any written notice of Performance Issue within a time period other than as set forth in the table below, Customer may request such response and Reciprocity may elect to provide such additional services to Customer on terms and conditions as the parties may agree upon in writing (which may include, without limitation, additional costs and expenses payable by Customer to Reciprocity in connection with such any expedited services). Notwithstanding the foregoing, Reciprocity will have no obligation to enter into any such agreement with respect to any such additional services. To the extent that the parties enter into any such agreement, Reciprocity will invoice Customer for, and Customer will pay, any such additional amounts as set forth in this Agreement (unless otherwise agreed upon by the parties in writing).
    Severity Classification Description of Performance Issue Response Time Resolution Time
    Class A: Emergency Any Performance Issue that causes the Service to be completely inaccessible. 4 hours All hands on deck until resolved
    Class B: Urgent Any Performance Issue that causes a material degradation in the performance of the Service. 48 hours 3 business days
    Class C: Non-urgent Any Performance Issue that causes a non-critical degradation in the performance of the Service. 5 business days Bug fixes are prioritized with regularly scheduled product release cycles.

  3. Customer Obligations.

    1. Reasonable Assistance. Customer will provide Reciprocity with reasonable access to all necessary personnel to answer questions regarding Performance Issues reported by Customer.
    2. Good Standing. The provision of the Service by Reciprocity during the term of the Agreement is contingent upon Customer’s performance of its payment and other obligations under the Agreement. Reciprocity reserves the right, in addition to other remedies available, to suspend its provision of the Service for so long as Customer is not current with its obligations.
  4. Habitual Failure. If the Service unavailable on an average of less than 99.9% for three (3) consecutive months in any rolling six (6) month period, then Customer may immediately terminate this Agreement and any outstanding Order Forms upon written notice to Reciprocity, and receive a pro-rata refund for all unused, prepaid Fees from the date of such termination.