Service Level Agreement

Last Update: 05/27/2019


Standard Service Level Agreement (SLA)

Capitalized terms that are not defined in this SLA shall have the definition provided in the Master Services Agreement (MSA).

Definitions

“Covered Down Time” means Down Time, as measured by Khoros' primary operational monitoring harness, which is not caused by Force Majeure, by Customer’s acts, or by a third party who is not a subcontractor to Khoros (e.g., third party Social Media Network or ISP), and which is not scheduled Down Time. While Khoros shall use commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events, Covered Down Time does not include any reasonably unforeseeable interruption or degradation in service due to actions or inactions caused by third parties, including but not limited to DDoS attacks.

“Down Time” means time when a failure impairs or prevents: (a) for the Khoros Community Subscription Services, the initiation of new user requests for Khoros service and continued use of the Service is not available to at least 50% of Customer’s End Users, (b) for the Khoros Social Media Management Subscription Services, at least 50% of Customer Users are unable to log in and/or are unable to write to, and/or receive messages from a primary social media network to which Khoros connects (i.e., Twitter and/or Facebook), or (c) when Khoros' Performance goals, described below, are not achieved.

“Final Resolution” means a bug fix or update that corrects the Incident with a long-term solution that restores the original or equivalent functionality.

“General Release” means the most current, publicly available release of the respective Khoros platform.

“Initial Response” means the first response and assignment of a Service Incident number by Khoros to a Customer’s submission of a Service Incident.

“Primary Function” means the core feature & functionality of the Khoros Subscription Services. For the Khoros Community Subscription Services, this consists of the ability to read, write and reply to threads and boards. For the Khoros Social Media Management Subscription Services, this consists of the ability to read, write and reply to the primary Social Media Networks (i.e. Twitter and Facebook).

“Service Incident” means an individual request submitted to Khoros on behalf of Customer. Each request is uniquely identified with a case number.

“Temporary Resolution” means a workaround to the Service Incident that provides substantially equivalent functionality without material business disruption.

Khoros Platform Availability Commitments

Hosting Facilities. Khoros shall host the Content and Applications at geographically distributed hosting facilities in the European Union, United Kingdom and the United States whose services include secure data centers, infrastructure, redundant bandwidth peering, redundant power with backup generators, and environmental control systems. Hosting Facilities shall maintain annual ISAE 3402 or SSAE 16 SOC 1 or 2 audits, ISO 27001:2005 security standard certification or substantial conformity with ISO 27002 code of practice or similar. For more information on data processing locations, Content access locations, and Khoros' subprocessors, see: https://community.khoros.com/t5/Policies-and-Guidelines/What-companies-are-subprocessors-to-Lithium/ta-p/207777

24x7 monitoring. Khoros shall monitor and maintain the Applications for all of the systems within Khoros' control necessary to maintain the Applications, including the monitoring of system utilization, storage utilization, and network utilization. Khoros shall provide Customer with 24x7 emergency contact channels for Severity 1 incident reporting. Khoros shall promptly report all broadly impacting outages, including performance degradation, to our public status page. The URL of the status page is posted on the community in our Support Guidelines. Broadly impacting is identified as approximately 20% of Khoros' subscription base.

99.9% uptime; Remedies: Credits and Termination. Subject to the provisions of this SLA, Khoros shall provide 99.9% uptime measured calendar monthly. If in any calendar month during the applicable Subscription Duration, uptime falls below 99.9% (i.e., Covered Down Time exceeds 0.1%), then the following shall apply:

(a) Customer shall be entitled to 2 minutes of service credit for each full minute of Covered Down Time, with a minimum of 1 hour of service credit per each calendar day on which Covered Down Time occurs; Covered Down Time in excess of 60 minutes within a given calendar day, Customer shall be entitled to 1 day of service credit for each such calendar day (in each case an “Eligible Service Credit”). Eligible Service Credits shall be applied at the conclusion of the Subscription Duration. To receive Eligible Service Credits, Customer must notify Khoros no later than 30 calendar days from the time Customer becomes eligible to receive such credits; and,

(b) Covered Down Time in excess of 8 hours in any calendar month shall constitute “Monthly Covered Down Time”. Three (3) events of Monthly Covered Down Time in any consecutive 6 month period shall constitute material breach of the Service Order applicable to the affected Service, and Customer shall have the right to terminate the applicable Service Order upon five (5) days written notice to Khoros.

Reporting. Upon request, Khoros shall provide monthly service availability reports. Additionally, upon request, Customer shall be provided root cause analysis (“RCA”) reports for Covered Downtime. RCA reports will be delivered within 7 business days. In some cases, the RCA may be updated one or more times after it is delivered if additional information is discovered or third-party data becomes available.

Scheduled Down Time. Khoros shall schedule Down Time with at least three (3) days prior notice to the Customer. Such Down Time shall be reasonably scheduled during typically minimal traffic hours and days for Customer. However, Khoros may schedule Down Time at any time of the day with shorter or no notice if Khoros reasonably determines that a failure to act immediately could lead to material harm to either Khoros or Customer. Khoros also reserves fifteen (15) minutes per day, at times of minimal traffic, for regular site maintenance with no prior notification. Khoros Scheduled Down Time shall not exceed 8 hours per month.

Usage Limits. Khoros' Platform Availability Commitments (“PAC”) shall apply to Customer as long as: (i) Customer is current on its payment obligations to Khoros, and (ii) if applicable, Customer’s actual usage remains under the applicable Usage Limits specified in the Service Order, and, (iii) further, for Khoros Community subscriptions, Customer’s actual usage does not exceed 10 million RSS feed views per month, 1 million in email volume generated by page subscriptions per month, and/or 40 million attachment segments per month. For purposes of the foregoing, “RSS feed views” means the number of messages pushed via RSS and “attachment segments” means the number of 25kb data blocks uploaded or downloaded as attachments. However, Khoros shall make commercially reasonable efforts to maintain its PAC requirements within Customer’s existing provisioning in all circumstances.

Disaster Recovery & Business Continuity Plans - During the term of the Agreement, Khoros will have a disaster recovery plan in place for the hosting location from which the Platform is provided. If Khoros' disaster recovery plan is invoked, Khoros will restore the Platform to the service availability service level described above in accordance with the requirements of such plan. In addition, Khoros will have an annually tested business continuity plan in place to assist Khoros in reacting to a disaster in a planned and tested manner.

Khoros Support Commitments

Interim Commitments

Please see Appendix 2 for any interim revisions to these Support Commitments related to the merger of Spredfast and Lithium, effective March 1, 2019 through December 31st, 2019 or until notified of such, whichever is earlier.

Customer service.

Khoros shall provide Customer service in accordance with the contracted support level. The information below is applicable to all support levels.

Designated Contacts: Customer must designate two (2) individuals to represent Customer in regards to all support issues and the technical and business relationship between Customer and Khoros (“Designated Contact(s)”). The Designated Contacts will be the primary decision makers for Customer for any changes, approvals, or modifications where Customer approval is needed to resolve an issue. It is Customer’s responsibility to ensure that Khoros has accurate Designated Contacts in order to ensure timely issue resolution where approval is required.

Submitting requests. Customer must submit Customer’s request via online ticket through the Community Case Portal. To access the portal, visit the Khoros Community and go to “Case Portal”. Where available, a ticket may also be filed In-App through the product platform. Support levels above standard may change the request options.

Note: On Severity Level 1 service requests only, Khoros accepts email reports to outage@khoros.com or Customer may also report Severity 1 issues via the Case Portal.

Support Conference Requests. In order to provide all of our Customers with the highest quality of support possible, Khoros has standing guidelines on providing conference call support. Current guidelines are available at <URL on Lithosphere>.

Hours of operation. On Severity 1 Service Incidents, Khoros hours of operation are 24/7/365. For all others, standard hours of operation for Khoros Support are as follows:

 

Region

Hours (Regional)

Hours (PST)

Americas

6 AM – 6 PM PST

6 AM – 6 PM PST

EMEA

7 AM – 6 PM GMT

11 PM - 10 AM PST

APAC

7 AM – 4 PM IST

5:30 PM – 2:30 AM PST

Additional hours of operation are available with additional support levels. Coverage for major holidays, as defined by Khoros regional support, is limited to Severity 1 issues only.

Local language support. In order to provide the most consistent, high quality support to our Customer across the globe, all requests must be in English and Khoros will respond in kind.

Response to service incidents. Unless otherwise classified through the case portal, Khoros shall consider all issues to be Severity 3 by default. Upon triage, Khoros shall, in good faith, determine the classification/severity of the service incident and shall respond in accordance with the applicable Support Response Time indicated below for the support level that Customer has purchased in the applicable Service Order. Any incident that meets the Severity 1 definitions below production system outage automatically triggers a 24x7 commitment until resolution. Lower priority issues are ranked based on impact to the Customer and issue complexity. Khoros shall make the final determination regarding Severity Level assignment.

Targeted Resolution: Khoros does not commit to specific resolution times due to the varying levels of complexity involved any specific issue. Khoros has targeted resolution timeframes specific to each support level, and will commit appropriate resources to resolve the issue within those targeted timeframes.

Incident Severity Definitions & Classification

 

Incident Severity

Definition

Severity 1

A critical problem with the Applications in which any of the following occur: the Applications are down, inoperable, inaccessible or unavailable, the Applications otherwise materially cease operation; the performance or nonperformance of the Applications prevents useful work from being done with no work around. Only production instances may be classified in this manner.

Customer resources must be made available in Severity Level 1 situations and reasonably cooperate to help resolve the issue.

Severity Level 1 problems could have the following characteristics:

For Khoros Community or Khoros JX

  • A widespread production system outage resulting in Covered Downtime and the SaaS platform is completely unusable.
  • System hangs or crash situations
  • Inability to reach the system due to Khoros networks
  • Significant data loss or data corruption
  • Data security breaches, reported by either Customer or Khoros internal security
  • Primary functionality unavailable or system is unable to operate, even on a severely restricted basis.

For Khoros Social Media Management or Spredfast

  • A widespread production system outage resulting in Covered Downtime and the SaaS platform is completely unusable.
  • System hangs or crash situations
  • Inability to reach the system due to Khoros networks
  • Significant data loss or data corruption
  • Data security breaches, reported by either Customer or Khoros internal security
  • Primary functionality unavailable or system is unable to operate, even on a severely restricted basis.
  • Primary functionality unavailable but the system is able to operate in a severely restricted fashion for more than 50% of Customer Users.
  • SMM Analytics functionality unavailable

Severity 2

A problem with the Applications in which any of the following occur: the Applications are severely limited or degraded, primary functions are not performing properly, the situation is causing a significant impact to a high percentage of Applications licensed users’ operations or productivity; or the Applications have been interrupted but recovered, and there is high risk of recurrence.

Severity Level 2 problems could have the following characteristics:

For Khoros Community or Khoros JX

  • Severely degraded performance
  • Primary functionality unavailable but the system is able to operate in a severely restricted fashion.
  • Issue is persistent and affects many Users and primary functionality.
  • All critical or high level security vulnerabilities
  • LSI Analytics & data unavailable
  • No reasonable workaround is available.

For Khoros Social Media Management

  • Severely degraded performance
  • Primary functionality unavailable but the system is able to operate in a severely restricted fashion.
  • Analytics or data unavailable
  • All critical or high level security vulnerabilities
  • No reasonable workaround is available.

Severity 3

A problem with the Applications in which any of the following occur: the problem impacts primary business operations, but there is a work around available that may not scale effectively; the problem is localized or has isolated impact and can easily be circumvented; customers work has minor loss of operational functionality.

Severity Level 3 problems could have the following characteristics:

  • Performance degradation
  • Incorrect data on reports
  • Incorrect product behavior with business impact
  • Short-term workaround is available, but not scalable.

Severity 4

A minor or cosmetic problem with the Applications in which any of the following occur: the problem is an irritant, affects non-essential functions, has minimal impact to business operations; the problem is an operational nuisance; the problem results in documentation errors; or the problem is any other problem that is not classified as above, but is otherwise a failure of the Applications to conform to its specifications as described in the Documentation.

Severity Level 4 problems could have the following characteristics:

  • Error messages with easy workaround
  • General requests for advice on product usage
  • Clarification on product documentation or release notes
  • Product enhancement request
  • Questions on product functionality or configuration

Severity 1 Case Submission and Handling. For all Level 1 severity issues (“Severity 1”), Customer shall engage via either the Case Portal registering it as a Severity 1 or email outage@khoros.com and a Severity 1 case will be automatically be logged. Khoros shall provide electronic updates to Customer regarding its progress toward resolution of Severity 1 issues at regular intervals, initially targeted to be no more than every 30 minutes (or as the parties may otherwise agree) until a resolution or work-around has been provided. Reproducible errors that cannot promptly be resolved will be escalated to Khoros engineering personnel for further investigation and analysis before being returned to Customer for additional information. Updates will be provided via email.

A multi-party bridge line may be established by Khoros, in its discretion, to resolve a Severity 1 issue involving joint/multiparties. Where two or more customers are experiencing similar Severity 1 issues, Customer may be invited to join a multi-customer bridge line established by Khoros to communicate updates to multiple customers in a scalable manner. If a bridge line is not established, Khoros may provide email and/or telephone updates to Customer regarding its progress toward resolution of the Severity 1 issue at regular intervals, initially targeted to be no more than every 30 minutes until a resolution or work-around has been provided. On mass outages, http://status.khoros.com ... be updated with each relevant update as well.

Security Vulnerabilities. Khoros commits to reviewing all security issues in an expedited manner. Once a report is deemed a security concern by Khoros' security operations team, issues are moved out of the standard incident process for higher priority.

Prioritization. Khoros requests that customers assist with prioritizing their issues through the Case Portal. This ensures that Khoros support focuses on those issues most important, at that point in time, to the customer. This prioritization (High, Normal, and Low) is separate from Severity levels as defined above, and reflects instead the customer’s specific priority in the context of that customer’s business operations.

Cooperation & Error Reproduction. Khoros must be able to reproduce errors in order to resolve them. Customer agrees to cooperate and work closely with Khoros to reproduce errors, including conducting diagnostic or troubleshooting activities as requested and appropriate. Customer agrees to provide Khoros with all information and materials reasonably requested by Khoros for use in replicating, diagnosing and correcting an error or other support issue reported by Customer. Also, subject to Customer's approval on a case-by-case basis, users may be asked to provide remote access to their Khoros application and/or desktop system for troubleshooting purposes.

In submitting a service incident (each individual request being a “Service Incident”) to Khoros, Customer will send a complete and accurate report that includes (a) a reasonably detailed description of the request, together with any supporting information that Customer’s engineers believe will assist Khoros in its diagnostic process; (b) any error message(s) or other message(s) generated by the system in association with the request; (c) any applicable trace files and/or logs; (d) a test case or instructions necessary to demonstrate the request; and (e) identification of any additional information or artifacts (such as dumps, logs, etc.) that are, or can be made, available. Khoros may request specific information in addition to the aforementioned requirements for submission. Customer acknowledges that the implementation of General Releases provided by Khoros may be necessary to ensure the proper operation. Khoros shall not have obligations under support services to remedy issues that will be fixed by implementation of that General Release.

Customizations. Khoros commits to working through core Subscription Services issues, however customizations are not included under Standard Support. Changes implemented by the Customer’s development team or the Khoros professional services teams are covered only under advanced support levels.

The following provisions are applicable only to subscribers to the Khoros Community Subscription Services:

Studio Publishing. Customers using Studio Publishing can deploy Studio customization work to their Production environment at their desired time without Khoros' involvement. Customer shall be provided with a mechanism to cancel and rollback the final deployment of changes from Preview mode to Production in case they find changes that they do not want to deploy.

Studio Publishing shall be temporarily disabled in the following cases:

Khoros is not responsible for Down Time caused by errors introduced by Customer’s own work that is then deployed by Customer using Studio Publishing.

Rollback. Khoros shall keep at least one level of rollback to allow undoing any patch, update, or upgrade deployed by Khoros.

Upon notification of Down Time introduced by a Studio Publishing deployment, Khoros shall handle Rollback of Customer-introduced changes that caused the Down Time, and initiate redeployment of Customer’s environments to the last known good configuration, potentially undoing all customization work done by Customer or Khoros since the last successful deployment.

Reverse Proxy Implementation. Customer use of a reverse proxy configuration must be implemented in accordance with the appropriate implementation process specified by Khoros and set forth in the Statement of Work. Customer shall provide all of the requested information, follow the specified guidelines and cooperate as required in accordance with the SOW during the term of the Agreement while employing a reverse proxy configuration. Apart from addressing performance issues strictly caused by Khoros actions or systems unaffected by and independent of the reverse proxy, the terms of this SLA shall not apply to the Services and Khoros shall have no obligation to comply with such terms.

Performance. Khoros shall provide response times below 500 ms median latency, calculated on a calendar monthly basis for all non-customized pages. Latency is measured for first byte from a point within the physical network, and excludes computationally intensive pages such as search and real-time analytics, internal user pages and auto-archived message pages. Khoros reserves the right to use a static page on the Application instance for testing purposes.

Appendix 1: Khoros Support Levels

Please see Customer’s customer success manager or account executive for all current available options with regards to Khoros Support Services. Khoros offers a variety of support levels to accommodate the needs and preferences of its customers. All Customers must have an active subscription and support level to be eligible to request assistance. All support levels are subject to change by Khoros.

Appendix 2: Interim Support Commitments

Customer service.

Khoros shall provide Customer service in accordance with the contracted support level. The information below is applicable to all support levels.

Designated Contacts: No change.

Submitting requests. Customer must submit Customer’s request via online ticket through the appropriate Case Portal.

For Lithium Community, JX or Social Media Management

To access the portal, visit the Khoros Community and go to “Case Portal”. Support levels above standard may change the request options.

Note: On Severity Level 1 service requests only, Khoros accepts email reports to outage@lithium.com or Customer may also report Severity 1 issues via the Case Portal.

For Spredfast Products

To access the portal, visit the Spredfast Help via in-app.

Support Conference Requests. No change.

Hours of operation. No change.

Local language support. No change.

Response to service incidents.

For Lithium Products:

No change

For Spredfast Products:

Upon triage, Khoros shall, in good faith, determine the classification/severity of the service incident and shall respond in accordance with the applicable Support Response Time indicated below for the support level that Customer has purchased in the applicable Service Order. Any incident that meets the Urgent priority definitions below production system outage automatically triggers a 24x7 commitment until resolution. Lower priority issues are ranked based on impact to the Customer and issue complexity. Khoros shall make the final determination regarding Severity Level assignment.

Targeted Resolution: No change.

Incident Severity Definitions & Classification

Incident Severity varies by product.

For Lithium Products:

 

Incident Severity

Definition

Severity 1

A critical problem with the Applications in which any of the following occur: the Applications are down, inoperable, inaccessible or unavailable, the Applications otherwise materially cease operation; the performance or nonperformance of the Applications prevents useful work from being done with no work around. Only production instances may be classified in this manner.

Customer resources must be made available in Severity Level 1 situations and reasonably cooperate to help resolve the issue.

Severity Level 1 problems could have the following characteristics:

For Khoros Community or Khoros JX

  • System hangs or crash situations
  • Inability to reach the system due to Khoros networks
  • Significant data loss or data corruption
  • Data security breaches, reported by either Customer or Khoros internal security
  • Primary functionality unavailable or system is unable to operate, even on a severely restricted basis.

For Khoros Social Media Management

  • System hangs or crash situations
  • Inability to reach the system due to Khoros networks
  • Significant data loss or data corruption
  • Data security breaches, reported by either Customer or Khoros internal security
  • Primary functionality unavailable or system is unable to operate, even on a severely restricted basis.
  • Primary functionality unavailable but the system is able to operate in a severely restricted fashion for more than 50% of Customer Users.
  • SMM Analytics functionality unavailable


Note: On Severity Level 1 service requests only, Khoros accepts email reports to outage@lithium.com or Customer may also report Severity 1 issues via the Case Portal.

Severity 2

A problem with the Applications in which any of the following occur: the Applications are severely limited or degraded, primary functions are not performing properly, the situation is causing a significant impact to a high percentage of Applications licensed users’ operations or productivity; or the Applications have been interrupted but recovered, and there is high risk of recurrence.

Severity Level 2 problems could have the following characteristics:

For Khoros Community or Khoros JX

  • Severely degraded performance
  • Primary functionality unavailable but the system is able to operate in a severely restricted fashion.
  • Issue is persistent and affects many Users and primary functionality.
  • All critical or high level security vulnerabilities
  • LSI Analytics & data unavailable
  • No reasonable workaround is available.

For Khoros Social Media Management

  • Severely degraded performance
  • Primary functionality unavailable but the system is able to operate in a severely restricted fashion.
  • Analytics or data unavailable
  • All critical or high level security vulnerabilities
  • No reasonable workaround is available.

Severity 3

A problem with the Applications in which any of the following occur: the problem impacts primary business operations, but there is a work around available that may not scale effectively; the problem is localized or has isolated impact and can easily be circumvented; customers work has minor loss of operational functionality.

Severity Level 3 problems could have the following characteristics:

  • Performance degradation
  • Incorrect data on reports
  • Incorrect product behavior with business impact
  • Short-term workaround is available, but not scalable.

Severity 4

A minor or cosmetic problem with the Applications in which any of the following occur: the problem is an irritant, affects non-essential functions, has minimal impact to business operations; the problem is an operational nuisance; the problem results in documentation errors; or the problem is any other problem that is not classified as above, but is otherwise a failure of the Applications to conform to its specifications as described in the Documentation.

Severity Level 4 problems could have the following characteristics:

  • Error messages with easy workaround
  • General requests for advice on product usage
  • Clarification on product documentation or release notes
  • Product enhancement request
  • Questions on product functionality or configuration

For Spredfast Products:

 

Incident Priority

Definition

Urgent

Widespread production system outage. SaaS Platform is completely unusable.

High

Major feature or function of the SaaS Platform fails which results in the operation of the SaaS Platform being restricted. No clear workaround.

Normal

Minor impact to production workflow.

Low

Minor issues and questions on product use, feedback and suggestions.

Severity 1 Case Submission and Handling.

For Lithium Products:

For all Level 1 severity issues (“Severity 1”), Customer shall engage via either the Case Portal registering it as a Severity 1 or email outage@lithium.com and a Severity 1 case will be automatically be logged. Khoros shall provide email updates to Customer regarding its progress toward resolution of Severity 1 issues at regular intervals, initially targeted to be no more than every 30 minutes (or as the parties may otherwise agree) until a resolution or work-around has been provided. Reproducible errors that cannot promptly be resolved will be escalated to Khoros engineering personnel for further investigation and analysis before being returned to Customer for additional information. Updates will be provided via email.

For Spredfast Products:

For all issues meeting Urgent priority criteria, Customer shall engage via the Contact Us / Submit a Request form registering it as an Urgent issue.

No change to multi-party bridge statement.

Security Vulnerabilities. No change.

Prioritization. For Lithium Products only, Khoros requests that customers assist with prioritizing their issues through the Case Portal. This ensures that Khoros support focuses on those issues most important, at that point in time, to the customer. This prioritization (High, Normal, and Low) is separate from Severity levels as defined above, and reflects instead the customer’s specific priority in the context of that customer’s business operations.

Cooperation & Error Reproduction. No change.

Customizations. No change.