SLA

Updated on: December 19, 2024

Capitalized words not defined in this Schedule shall have the meaning ascribed to such words in the Service Agreement.

1. DEFINITIONS:

1.1. “Actual Availability” means system Availability, as measured and monitored from Roof AI’s facilities.

1.2. “Availability” means the Software Services are accessible to the End User or are responding to requests via Software Services APIs, as measured by the continuous monitoring service.

1.3. “Business Days” means Monday to Friday inclusive, excluding Statutory holidays, in Quebec, Canada and the United States.

1.4. “Business Hours” means 9:00 am to 5:00 pm Eastern Time on Business Days.

1.5. “Content” means any text or images which form a response to any end-user input.

1.6. “Customer Software Systems” means any software system provided by the Customer (or a 3rd-party under contract with the Customer) which are required for normal operation of the Software Services.

1.7. “Downtime” means the period of time (measured in minutes) during which the service is unavailable.

1.8. “Emergency Maintenance” means any period of maintenance for which, due to reasons beyond its reasonable control, Roof AI is unable to provide prior notice of.

1.9. “Regulator” means a governmental agency responsible for the application of regulations in a jurisdiction associated to Roof AI or Customer’s business.

1.10. “Release” means a release of the software for the Software Services that corrects a defect, adds functionality, or adds new features.

1.11. “Resolution” means provision of some form of solution to a Software Error, including a fix, patch or workaround. Final resolution to any support call depends on the nature of the Software Error and cannot be guaranteed.

1.12. “Scheduled Downtime for Maintenance” means any system, software and/or Software Services maintenance that is scheduled and may involve downtime.

1.13. “Software Error” means an error, malfunction or defect in the software of the Software Services that causes the Software Services to not function or to fail to perform according to the documentation and the applicable Order Form.

1.14. “Service Level Failure” means an instance where System Availability during any given month falls below the target performance rates.

1.15. “Severity Level” means the priority level assigned to each Software Error set out in this document.

1.16. “Software Services Uptime” the proportion as a percentage calculated on a monthly basis using the following formula: [(Actual Availability divided by Total Scheduled Availability) multiplied by 100%].

1.17. “Support Request” means a maintenance or support request related to a Software Error.

1.18. “Terms of Service” means the terms and conditions governing Customer’s use of Roof AI’s Services, as available at www.roofai.com/terms, which are incorporated by reference into this SLA.

1.19. “Total Scheduled Availability” means the total number of minutes in the relevant month less any periods of (i) Scheduled Downtime for Maintenance, (ii) Emergency Maintenance, and (iii) Downtime caused by services and systems not under Roof AI control.

2. PERFORMANCE RATES:

Roof AI shall use commercially reasonable efforts to ensure the below target performance rates for the production instance of the Bot. Maintenance and Downtime shall be regulated by the following:

2.1. Roof AI shall notify Customer at least 48 hours prior to any Scheduled Downtime for Maintenance;

2.2. Scheduled Downtime for Maintenance, in most cases, shall not exceed 4 (four) consecutive Downtime hours and 16 (sixteen) cumulative Downtime hours in any given month;

2.3. To the extent reasonably practicable, Standard Scheduled Downtime for Maintenance sessions shall be scheduled between 12:00 am and 4:00 am Eastern Time.

2.4. On occasion, Emergency Maintenance may be required. In such cases, Roof AI shall provide Customer with a Downtime notification as soon as reasonable.

Bot
Software Services Uptime per year of the production instance of the Bot. 99.0%

Roof AI reserves the right to update the SLA in accordance with the update provisions outlined in the Terms of Service. Updates will be posted at www.roofai.com/sla and take effect immediately unless otherwise specified.

3. SOFTWARE UPDATES AND UPGRADES:

Roof AI may, at its discretion, develop updates to its software systems to add features, improve or optimize performance, correct defects, or other miscellaneous non-specific changes. Upcoming updates will be communicated in scheduled communications or upon Customer’s request. Should any updates require downtime, the efforts will follow the planned scheduled downtime procedures (in Section 2).

4. SERVICE AVAILABILITY AND SERVICE CREDIT:

The table below indicates the Service Levels Roof AI commits to achieve. If the System Availability during any given year falls below the target performance rates (“Service Level Failure”), Roof AI will provide Customer with a SLA Credit equal to the percentage of the total yearly Platform Fee applicable to the year in which the Service Level Failure occurred corresponding to the Software Services Uptime set forth in the chart below. The parties agree that any SLA Credits are not damages nor are they intended to be punitive in nature. SLA Credits will, at Customer’s option either (i) be refunded to Customer, or (ii) be credited by Roof AI to Customer in each case as follows:

Software Services Uptime SLA Credit
97% – Target Performance Rates (as laid out in Section 2) 5% of total yearly subscription fee applicable to the year in which failure occurred
95 – 97% 10% of total yearly subscription fee applicable to the year in which failure occurred
< 95% 15% of total yearly subscription fee applicable to the year in which failure occurred

5. SUPPORT REQUEST RESPONSE HOURS:

Roof AI will provide Support Services during Business Hours to Customer (and not to Customer’s End Users) for Software Errors originating within the Software Services. During Support Request Response Hours, Customer may log issues and requests for maintenance or support in the following manner:

5.1. Telephone: Customer may request maintenance and support services by calling the telephone number provided by Roof AI.

5.2. Email: Customer may request maintenance and support services by sending an email to support@roof.ai.

5.3. During regular Business Hours, Roof AI will also provide Customer with such technical advice by telephone or email as will be necessary to resolve Customer’s difficulties and queries in using the Software Services. However, Customer acknowledges that Roof AI cannot guarantee that such advice and information will be free from error as such advice and information is dependent upon Customer’s interpretation of the support needed as well as complete disclosure of the circumstances preceding the request. Accordingly, Roof AI will not be liable (except for gross negligence or willful misconduct) for any damages sustained as a result of incorrect or inaccurate advice by Roof AI or its subcontractors.

6. CUSTOMER REQUIREMENTS:

For Roof AI to meet the service levels outlined in this document, the Customer must adhere to the following requirements:

6.1. Customer must provide clear information about any maintenance/support request including: (a) a complete description of the issue including the affected individuals and their unique identification or account numbers, their roles within the system (i.e. user, administrator, store staff, etc.), order identification numbers and other relevant pieces of information, (b) clear steps to replicate the issue and the circumstances or environmental properties that has led to the occurrence of the issue, and (c) the accurate estimated severity of the issue and the magnitude of the impact on Customer’s business.

6.2. Customer shall manage and conduct any and all communication with its End Users. Roof AI shall at no time be expected to communicate directly with End Users.

6.3. Customer shall provide Roof AI with at least 20 Business Days written notice of any changes to any Customer Software System if such change will require Roof AI to make any modification to the setup or configuration of the Software Services.

6.4. Customer shall provide Roof AI with at least 2 Business Days written notice of any Downtime of any Customer Software System.

6.5. Customer shall add Roof AI (notify@roof.ai) to the notification list for Downtime or security incidents of any third party.

7. SEVERITY LEVELS (SOFTWARE ERRORS):

Upon receiving a Support Request where the issue being experienced by Customer is, in Roof AI’s reasonable assessment, clearly a Software Error, Roof AI will assign a severity level to the issue based on information provided by Customer to Roof AI fully describing the Software Error. Roof AI will then respond to the issue according to the following schedule:

Severity Level Description Initial Response Time Resolution Time
1 A Software Error in a production environment that results in a complete loss of usage of the solution; no workaround is available. 4 Business Hours Roof AI will commit the necessary resources around the clock for problem resolution to solve, obtain workaround or reduce the severity of the error.
2 A reported defect in one or more key features or functions for the majority of users, required to perform necessary business functions but does not completely restrict the use of the solution; no workaround is available. 4 Business Hours Roof AI will commit the necessary resources and issue a resolution or obtain a workaround within 24 hours, or reduce the severity of the error.
3 A reported minor defect in one or more key features or functions of the solution but the failing does not have a critical or severe impact on customer’s business operations. 8 Business Hours Next release of the software or within 8 weeks, whichever is sooner.
4 Enhancement request; feature is working, but not as expected by the customer; no detriment to solution. Support team request not related to a defect or enhancement (e.g., “how do I” questions) 2 Business Days As agreed upon with the Customer – case by case; may not be resolved.

Notes:

  • Roof AI will use commercially reasonable efforts to resolve all Software Errors in a timely manner and within the target resolution times set forth above.
  • Resolution timelines are subject to Customer compliance with Section 6 (Customer Requirements) of this SLA and the applicable terms of the Terms of Service, including timely provision of requested information and cooperation.
  • Any delays caused by Customer’s actions, omissions, or third-party systems outside Roof AI’s control may result in adjustments to the timelines.

8. SEVERITY LEVELS (CONTENT):

Upon receiving a support request where the issue being experienced by Customer is, in Roof AI’s reasonable assessment, a Content update, Roof AI will assign a severity level to the issue based on information provided by Customer to Roof AI fully describing the issue. Roof AI will then respond to the issue according to the following schedule:

Severity Level Description Initial Response Time Resolution Time
1 / 2 Content is materially wrong in such a way which exposes Customer to significant legal or reputation risk due to Roof AI error. 2 Business Hours Engineers will be working on the issue continuously until a solution is found. Typical resolution time is within 4 Business Hours.
3 Content is incorrect; however, there is no legal risk to Customer or reputation risk is minimal. 4 Business Hours Next release of the software or within 8 weeks
4 Standard, planned content updates. 2 Business Days As agreed upon with the Customer.

9. SEVERITY LEVELS (REGULATORY):

Upon receiving a request from the Customer related to fulfilling a regulatory request made to the Customer by a Regulator the Roof AI will respond to the issue according to the following schedule.

Severity Level Description Initial Response Time Resolution Time
3 Request is related to an imminent or reasonably suspected to be imminent regulatory or compliance issue. 2 Business Days 2 Business Days
4 All other requests. 5 Business Days As agreed upon with the Customer.

10. SUPPORT ESCALATION PROCESS:

After a maintenance or support request has been made or a Software Error reported, it will go through the support levels outlined below until resolved:

Tier 1: Customer Support Team. The Support Team is tasked with determining the Severity Level of any Support Request and with starting the resolution of the same unless its Severity level warrants escalation to the Development Team.

Tier 2: Development Team. Any Support Request of a higher priority and/or which may require more in depth technical knowledge of the Software Services will be escalated by the customer support team to the development team.

Tier 3: Roof AI Executive Team. If any Support Request cannot be resolved by Tier 1 or Tier 2, the Development Team will escalate it to the management level/executive for resolution.

11. EXCLUSIONS:

Roof AI is not obligated to provide any maintenance or support in the following circumstances:

11.1. Customer Non-Compliance:

  • Customer fails to provide Roof AI with the necessary information or technical assistance as required under Section 6 of this SLA or under the Terms of Service.
  • Customer’s use of the Software Services is inconsistent with the documentation, specifications, or any applicable terms of the Terms of Service.

11.2. Third-Party or Unauthorized Modifications:

  • The issue is caused by non-Roof AI supported third-party software or services.
  • The issue arises due to modifications to Roof AI’s Software Services or systems by the Customer or a third party without prior written approval from Roof AI.

11.3. Non-Reproducible Errors:

  • Roof AI cannot reproduce the Software Error or issue after a reasonable investigation.

11.4. Exclusions under Terms of Service:

  • Any other exclusions outlined in the Terms of Service, including but not limited to exclusions of liability for third-party systems or customer misconfiguration.

12. WARRANTY AND DISCLAIMER:

Roof AI warrants that maintenance and support services will be provided by qualified personnel and in a good, workmanlike manner using commercially reasonable efforts to resolve any Software Errors. Roof AI may subcontract maintenance and support to a party designated by Roof AI; however, Roof AI will remain liable to Customer for any and all performance required under this Schedule.

12.1. Governing Terms: The warranties and disclaimers provided in this SLA are subject to and governed by the Terms of Service, which include limitations of liability and disclaimers of warranties applicable to all Roof AI services. In the event of any conflict between this SLA and the Terms of Service, the Terms of Service will prevail.

12.2. Disclaimer of Additional Warranties: EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE TERMS OF SERVICE, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PROVIDED BY ROOF AI IN RELATION TO THE MAINTENANCE OR SUPPORT SERVICES UNDER THIS SCHEDULE.