Effective Date: Mar 08,2022 Version Number:1.2
THIS SERVICE LEVEL AGREEMENT (SLA) IS BETWEEN YOU (‘EITHER AN INDIVIDUAL OR AN ENTITY / CUSTOMER’) AND XECURIFY INC (DBA MINIORANGE SECURITY SOFTWARE PRIVATE LIMITED).
PLEASE READ THIS AGREEMENT BEFORE USING ANY XECURIFY SOFTWARE OR SERVICES. BY DOWNLOADING, INSTALLING OR USING ANY XECURIFY SOFTWARE OR SERVICES YOU (“the Customer”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
The following definitions will apply:
1.1. “Customer” means the legal entity or individual that agrees to the terms of this Agreement. The individual who physically signs the “Agreement” and warrants that he/she has the legal authority to agree to the terms and conditions contained herein.
1.2. “Software” means Xecurify products, its Source Code and Object Code, including, as applicable, executable, and non-executable application files that customers may download.
1.3. “Documentation” means any written materials supplied by Xecurify, either in print or digital format, to be used in conjunction with the Software for purposes including, but not limited to, installation, training, and demonstration of the Software.
1.4. “Licensed User” means one of the Customer’s employees, representatives, consultants, contractors, agents, or other persons expressly permitted by Customer in connection with Customer’s business affairs who are authorized to use the Software and have been supplied user identifications and passwords by Customer (or by Xecurify at Customer’s request).
1.5. “Third Party” means any person or organization who is not an employee, representative, consultant, contractor, agent, or another person expressly designated by the Customer to conduct business on Customer’s behalf.
1.6. “Derivative Work” means any work derived from the Software or in which the Software is an integrated component, and which derivation was created or developed, at the expense of, or on the initiative of the Customer. Derivative Works may include but are not limited to software applications, cloud-based (Software as a Service) applications, or online portals that integrate with the Software.
1.7. “Software Update Release” means an embodiment of the Software that delivers minor performance improvements or enhancements of existing features and/or functionality to the Software.
1.8. “Software Upgrade Release” means an embodiment of the Software that delivers substantial performance improvements, architectural changes or new features and/or functionality to the Software, for which Xecurify may charge a separate license fee.
1.9. “Support Services” means the services provided by Xecurify including Software support and maintenance and Software Update Releases and for which the Customer pays a separate annual support fee.
1.10. “Downtime” means, for a server, if there is more than a five percent user error rate. User error is calculated using server monitoring software, based on results from ping tests, web server tests, TCP port tests, and website tests. Downtime is measured based on a server-side error rate.
1.11. “Emergency Downtime” means where Xecurify becomes aware of a vulnerability or failure based on a risk assessment. It also includes failure of the hosting provider of the Xecurify Cloud Services, in this case AWS Server, which is not under control of Xecurify. Xecurify deems to require immediate remediation and, as a result, the Cloud Service is made temporarily unavailable in order for Xecurify to address the vulnerability. Emergency Downtime is not considered Downtime for purposes of this SLA, and will not be counted towards any Downtime Periods.
1.12. “Monthly Uptime Percentage” means the (total number of minutes – total number of minutes of downtime suffered from all downtime periods in the calendar month)/ total number of minutes in the calendar month.
1.13. “Scheduled Downtime” means those times where Xecurify notifies you of periods of Downtime 7 days prior to the commencement of such Downtime. There will be no more than 12 hours of Scheduled Downtime per calendar year. Scheduled Downtime is not considered Downtime for purposes of this SLA, and will not be counted towards any Downtime Periods.
2. LICENSE GRANTS
Subject to Customer’s compliance with the terms and restrictions contained herein, Customer is entitled to use this Software for Customer’s own internal business use, but may not sell, transfer, rent, or sub-license the Software, Documentation, or Derivative Work to any Third Party in any way. Customers may not grant any Third Party access to any administrative functions of the Software including, but not limited to, survey creation and editing, report creation and editing, user management functions, and system administrative functions. Xecurify is/will be the sole owner of the products and services provided.
The customer needs to pay One Time Setup Cost & Support Plan Cost in advance to start the work as per the provided quotation. The Customer shall also pay the entire [100%] amount to Software Owner unless otherwise agreed by the Software owner only then the software/product shall be sold/released to the Customer by the software owner.
4. RESTRICTIONS OF USE
Customers may not license, sublicense, rent, resell, lease or otherwise supply the Software, Documentation or Derivative Works for use in, or for the benefit of, any Third Party, without the prior written consent of Xecurify. Customers may not modify, enhance, supplement, adapt, translate, reverse engineer, decompile, disassemble or otherwise reduce the Software to a human-readable form. Customer will not use or access the Software to: (i) build a competitive product or service, (ii) make or have made a product using similar ideas, features, functions, or graphics of the Software, (iii) make Derivative Works based upon the Software, except for Customer’s own internal business use (iv) copy any features, functions or graphics of the Software. Use, resale, or exploitation of the Software except as expressly permitted in this Agreement is prohibited.
5. SUPPORT SERVICES
If the Customer has purchased Support Services or if any Software license purchased by the Customer includes Support Services, the Customer agrees that those Support Services are bound as per the quotation. In the event that a Service-affecting issue is detected by Xecurify or reported by Customer, Xecurify shall, in its reasonable discretion, categorize the Severity Level pursuant to the criteria below.
- Highest (Severity One): A Service failure or severe degradation. The customer is unable to access any business resources
(i) all or a substantial portion of Customer’s mission-critical data is at significant risk of loss or corruption; or
(ii) Customer has had a substantial loss of service; or
(iii) Customer’s business operations have been severely disrupted
- High (Severity Two): Major functionality is severely impaired such that
(i) operations can continue in a restricted fashion, although long-term productivity might be adversely affected; or
(ii) a major milestone is at risk; or
(iv) only a temporary workaround is available.
- Medium (Severity Three): A partial Service failure or mild degradation. Customers are able to access some but not all business resources
(i) the operation of some feature(s) is impaired but allows the user to continue using the service; or
(ii) initial installation milestones are at minimal risk.
- Low (Severity Four): Service feature enhancement. Customers are able to access all business resources.
|Support Medium||Support Contact||Severity Choice|
|Telephone||You can contact us by telephone on
+1 978 658 9387
(Xecurify Generic Support)
| Severity 1(Highest) and 2(High)
|You can send us an email on firstname.lastname@example.orgThe subject of the email should be
“<Severity> – <Company name> – <Error Summary>”
|Severity 3(Medium) and 4(Low) For example,
6. XECURIFY UPTIME
Xecurify shall use all reasonable commercial efforts, being no less than accepted industrial standards in this regard, to ensure that the Cloud Service is available to you 99.95% [Except Emergency & Schedule Downtime which is defined above] of the time in any calendar month. If it is not, the customer may be eligible to receive the Service credit as penalty from Xecurify.
7. SERVICE CREDITS
Service Credits are calculated based on downtime for the monthly/yearly billing cycle in which the Unavailability occurred in accordance with the schedule below.
|Yearly Uptime Percentage||Service Credit|
|Less than 99.95% but equal to or greater than 99.0%||5%|
|Less than 99.0% but equal to or greater than 95.0%||10%|
|Less than 95.0%||20%|
Xecurify will apply for any Service Credits only against future payments for the applicable Included Service otherwise due to you. At our discretion,
Service Credits will not entitle you to any refund or other payment from Xecurify. A Service Credit will be applicable and issued only for the Renewal of Support Plan.
7.1 Credit Request and Payment Procedures
To receive a Service Credit, you must submit a claim by sending a mail to Xecurify Support. To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:
- the words “SLA Credit Request” in the subject line;
- the dates, times, and affected region of each Unavailability incident that you are claiming;
- your request logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).
If the Monthly Uptime Percentage of such a request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit. Unless otherwise provided in the Agreement, this SLA sets forth your sole and exclusive remedies, and Xecurify’ sole and exclusive obligations, for any unavailability, non-performance, or other failure by us to provide the Included Services.
8. SLA EXCLUSIONS
The Service Commitment and Hourly Commitment do not apply to any unavailability, suspension or termination an Included Service, or any other Included Service performance issues: (i) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the applicable Included Service; (ii) that result from any actions or inactions of you or any third party, including failure to acknowledge a recovery volume; (iii) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); or (iv) arising from our suspension or termination of your right to use the applicable Included Service in accordance with the Agreement (collectively, the “Xecurify SLA Exclusions”). If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.
Customer acknowledges and agrees that the Software and associated Documentation constitute valuable proprietary and confidential information and intellectual property (collectively, the “Proprietary Information”) of Xecurify. Customer may not use or disclose Proprietary Information without Xecurify’s prior written consent, except disclosure to and subsequent uses by Customer’s employees and contractors who have a need-to-know, provided such employees and contractors have executed written agreements restricting use or disclosure of Proprietary Information that are at least as protective as those set forth in this Agreement. Customer agrees to use at least the same degree of care in protecting the Proprietary Information as Customer uses to protect Customer’s own similar information, but in no event less than reasonable care. Customer acknowledges that due to the unique nature of the Proprietary Information, Xecurify will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Proprietary Information. In addition to any other remedies that may be available in law, in equity, or otherwise, Xecurify shall be entitled to obtain injunctive relief to prevent such unauthorized use or disclosure. Customers shall not use any information or data disclosed by Xecurify in connection with this Agreement to contest the validity of any Xecurify intellectual property. Any such use of Xecurify information and data shall constitute a material, non-curable breach of this Agreement.
10. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT ALLOWED BY LAW, XECURIFY SHALL NOT BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS)REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. TO THE FULLEST EXTENT ALLOWED BY LAW, XECURIFY’S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO XECURIFY IN RESPECT OF THE ORDER THAT IS THE SUBJECT OF THIS AGREEMENT.
11. BUSINESS CONTINUITY MANAGEMENT
Xecurify manages the business continuity plan to handle the situation of the emergency due to potential threats and organizes Security, Support, and Development teams to support the business impact.
Xecurify acknowledges the need for the continuity of the Services and shall maintain throughout the term of the Agreement a Business Continuity Plan and implement, on each Interruption Event and otherwise as necessary, all business continuity, disaster recovery, and backup facilities for this purpose and accordingly undertake the following actions:
- Identifying the critical business functions and processes and resources that support them.
- Implementing the corrective action program for the smooth running of business functions and processes.
- Conduct the testing and process to evaluate the recovery strategies and the plan.
- Routinely test the backup facilities needed for this purpose having regard to the service provided.
- Make copies of the data and the Software and store it at a safe location other than they are normally held.
Without prejudice to any other rights, Xecurify may terminate this license if Customer fails to comply with the terms and conditions of this License. In such an event, Xecurify will give 30 days prior notice & Customer must destroy all copies of the Software and Documentation and all of its component parts.
If Xecurify fails to perform any of its obligations under this agreement. In such an event, Customer may terminate this license with 30 days prior notice to Xecurify.
This Agreement constitutes the entire understanding between Xecurify and Customer with respect to the subject matter hereof. Any change to this Agreement must be in writing, signed by Xecurify and Customer. Terms and conditions as set forth in any purchase order which differs from, conflict with, or are not included in this Agreement or the Ordering Form, shall not become part of this Agreement unless specifically accepted by Customer in writing. Customer shall be responsible for and shall pay, and shall reimburse Xecurify on request if Xecurify is required to pay any sales, use, value-added tax (VAT), consumption, or other tax (excluding any tax that is based on Xecurify’s net income), assessment, duty, tariff, or other fee or charge of any kind or nature that is levied or imposed by any governmental authority on the Package.
This Agreement may not be modified except (i) by authorized representatives of Xecurify and (ii) in a written contract signed by both parties.
15. ASSIGNMENT AND SUCCESSORS
Neither party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
PLEASE DIRECT ALL INQUIRIES TO
Phone: +1 978 658 9387