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Contract analysis / exhibit-e-service-level-agreement.docx
exhibit-e-service-level-agreement.docx
High · 4
Medium · 5
Standard · 1
Section 1: Definitions
Medium
⚑ Liability cap to check against exposure
Section 1: Definitions For the purposes of this Service Level Agreement, the following terms shall have the meanings set forth below: "Availability" or "Uptime" means the percentage of time during a calendar month that the Lumos Prism™ platform is operational and accessible to authorized end users, as measured at the EMEA Data Center ingress point. Availability shall be calculated by excluding from both the numerator
Section 2: Service Availability Commitment
Medium
⚑ Notice / time limit to track
Section 2: Service Availability Commitment 2.1 Uptime Commitment Lumos commits to maintaining a Monthly Uptime Percentage of not less than 99.95% for the Lumos Prism™ platform as hosted at the Stratos Cloud Services AG EMEA Data Center in Frankfurt am Main, Germany (the "Uptime Commitment"). This commitment applies to the production environment of the Lumos Prism™ platform serving authorized end users within the EMEA
Section 3: Platform Performance Standards
Medium
⚑ Notice / time limit to track
Section 3: Platform Performance Standards 3.1 Response Time In addition to the Uptime Commitment, Lumos commits to maintaining the following platform performance standards under normal operating conditions. For the purposes of this Section 3, "normal operating conditions" means usage patterns consistent with the documented platform specifications and within the capacity parameters provisioned for Meridian's end-user
Section 4: Scheduled Maintenance
Medium
⚑ Notice / time limit to track
Section 4: Scheduled Maintenance 4.1 Maintenance Windows Standard Maintenance Window. The Standard Maintenance Window for the Lumos Prism™ platform in the EMEA Territory shall be Saturdays, 02:00–06:00 CET/CEST (Central European Time during standard time; Central European Summer Time during daylight saving time). Lumos shall use commercially reasonable efforts to perform all routine maintenance, including software up
Section 5: Incident Classification and Response Times
Section 5: Incident Classification and Response Times 5.1 Severity Levels Each Incident reported to or detected by Lumos shall be assigned a Severity Level based on the impact of the Incident on platform availability and end-user operations, in accordance with the following classification framework: Lumos shall assign the initial Severity Level based on the information available at the time of Incident detection or r
Section 6: Service Credits
High
⚑ Penalty / liquidated damages
Section 6: Service Credits 6.1 Eligibility. If the Monthly Uptime Percentage for any calendar month falls below the Uptime Commitment of 99.95%, Meridian shall be entitled to receive Service Credits in accordance with the schedule set forth in Section 6.2 below. Service Credits represent a credit against future fees owed by Meridian to Lumos under the Agreement and are intended to compensate Meridian for the impact o
Section 7: Support Services
Section 7: Support Services 7.1 Support Hours Lumos shall provide technical support for the Lumos Prism™ platform during the following hours: Standard Support. Monday through Friday, 08:00–20:00 CET/CEST, excluding German federal public holidays (Bundeseinheitliche Feiertage). Standard Support covers Incidents classified as Severity 3 and Severity 4, as well as general service requests, configuration inquiries, and u
Section 8: Escalation Procedures
Section 8: Escalation Procedures 8.1 Escalation Matrix — Lumos The following escalation matrix shall apply to Incidents affecting the Lumos Prism™ platform in the EMEA Territory. Escalation shall proceed sequentially through the levels described below, based on the applicable triggers: 8.2 Escalation Matrix — Meridian Meridian's corresponding escalation contacts are as follows: 8.3 Escalation Process Either party may
Section 9: Reporting and Governance
Standard
⚑ Commercial term
Section 9: Reporting and Governance 9.1 Monthly Service Reports Lumos shall prepare and deliver to Meridian a monthly service performance report within ten (10) business days following the end of each calendar month. The monthly service report shall be delivered via email to Meridian's designated technical contact(s) and shall also be made available through the Lumos support portal. Each monthly service report shall
Section 10: Security and Compliance
Medium
⚑ Liability cap to check against exposure
Section 10: Security and Compliance 10.1 Security Measures Lumos shall implement and maintain industry-standard security measures for the Lumos Prism™ platform and the EMEA Data Center, consistent with Lumos's obligations under the Agreement and the Data Processing Agreement (Exhibit C). Without limiting the generality of the foregoing, Lumos's security measures shall include: (a) Encryption in Transit. All data tran
Section 11: Data Localization
High
⚑ Non-compete / exclusivity restraint
Section 11: Data Localization All processing and storage of EMEA customer data in connection with the Lumos Prism™ platform shall occur exclusively within the Stratos Cloud Services AG EMEA Data Center located in Frankfurt am Main, Germany, except as otherwise expressly permitted under the Data Processing Agreement (Exhibit C to the Agreement) and the Standard Contractual Clauses (Module Two — Controller-to-Processor
Section 12: Limitations and Exclusions
High
⚑ Non-compete / exclusivity restraint
Section 12: Limitations and Exclusions 12.1 SLA Exclusions This SLA, including the Uptime Commitment, performance standards, and Service Credit provisions, does not apply to, and Lumos shall have no liability under this SLA for, any of the following: (a) Beta and Preview Features. Any features, modules, or functionalities of the Lumos Prism™ platform that are designated by Lumos as "beta," "preview," "early access,"
Section 13: Miscellaneous
High
⚑ Non-compete / exclusivity restraint
Section 13: Miscellaneous 13.1 Governing Law This Exhibit E shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of laws principles, consistent with the governing law provision of the Agreement. 13.2 Dispute Resolution Any dispute, controversy, or claim arising out of or relating to this SLA, including the interpretation, p