Last Updated: November 25, 2020

Reciprocity will host the ZenGRC Hosted Services in accordance with the performance standards set forth in this Service Level Agreement (“SLA”). All capitalized terms not defined in this SLA will have the meanings ascribed to those terms in the ZenGRC Hosted Services Terms & Conditions.

1. Availability. Reciprocity will use commercially reasonable efforts to ensure that, other than for scheduled or emergency maintenance, the ZenGRC Hosted Services will be accessible in all material respects at least 99.9% of the time during any 30-day period. The availability of the ZenGRC Hosted Services 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 ZenGRC Hosted Services.
2. Performance Issue Corrections. If the ZenGRC Hosted Services 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 an 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).

1. 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 ZenGRC Hosted Services 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 ZenGRC Hosted Services for so long as Customer is not current with its obligations.