PRIVILEGED & CONFIDENTIAL — SUBJECT TO NEGOTIATION
SCHEDULE 4 — SERVICE LEVEL AGREEMENT
to the Master Data License Agreement by and between Quorum Insurance Holdings Corp. and Meridian Credit intelligence, Inc.
C&H Matter No. 1025-00008 Draft Date: January 2023
Prepared by: Patricia Heng, Senior Counsel, Technology Transactions Calderwood & Harkness LLP 425 Park Avenue, New York, NY 10022 Tel: (212) 558-4000
With input from: Priya Nair, Director, Data Engineering Quorum Insurance Holdings Corp. 1100 Peachtree Street NE, Suite 2800, Atlanta, GA 30309
DRAFT — PRIVILEGED & CONFIDENTIAL — SUBJECT TO NEGOTIATION This draft has been prepared by Calderwood & Harkness LLP on behalf of Quorum Insurance Holdings Corp. ("Licensee") for purposes of negotiation with Meridian Credit intelligence, Inc. ("Licensor"). This document does not constitute a binding agreement and is subject to further review, revision, and approval by all parties and their respective counsel.
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SECTION 1: DEFINITIONS AND INTERPRETATION
1.1 Defined Terms
As used in this Schedule (this "SLA" or this "Service Level Agreement"), the following terms shall have the meanings set forth below:
"API Services" means the real-time REST API access to MCI Consumer Credit File™ data provided by Licensor to Licensee pursuant to the MDLA and the Technical Schedule A (Data Delivery Specifications) attached thereto, including all endpoints, authentication mechanisms, and associated documentation made available by Licensor for purposes of enabling Licensee to programmatically query and retrieve individual consumer credit file records on a transactional basis.
"Availability" or "Uptime" means the percentage of time during any calendar month (the applicable Measurement Period) that the Licensed Data Services are operational and accessible to Licensee in material conformance with the specifications set forth in this SLA, as measured from Licensor's external production monitoring infrastructure. For the avoidance of doubt, Availability shall be calculated exclusive of periods of Scheduled Maintenance and Force Majeure Events, and shall be determined in accordance with the measurement methodologies specified in Section 2.
"Batch Services" means the SFTP-based batch file delivery of MCI Consumer Credit File™, MCI CommercialView™, and MCI AltSignal™ data provided by Licensor to Licensee pursuant to the MDLA, including all file transfer protocols, directory structures, encryption mechanisms, and associated delivery infrastructure maintained by Licensor.
"Business Day" means Monday through Friday, excluding federal holidays observed in the State of New York or the State of Georgia.
"Business Hours" means 7:00 AM to 9:00 PM Eastern Time on Business Days.
"Completeness Standard" has the meaning set forth in Section 3.5.
"Critical Incident" means any Incident classified as Severity 1 or Severity 2 pursuant to the incident severity classification framework set forth in Section 4.2.
"Critically Late" has the meaning set forth in Section 3.4.
"Chronic Failure" has the meaning set forth in Section 8.1.
"Data Delivery Window" means the period within which Licensor is required to make available each batch data feed to Licensee, as specified for each data product in Section 3 of this SLA.
"Error Rate" means, with respect to the API Services, the percentage of HTTP 5xx server error responses returned by Licensor's API gateway as a proportion of total API requests received during the applicable measurement interval. With respect to the Batch Services, Error Rate means the percentage of records in a batch delivery that fail schema validation against the specifications set forth in Technical Schedule A.
"Force Majeure Event" has the meaning set forth in Section 9.1.
"Incident" means any unplanned interruption to, degradation of, or reduction in quality of the Licensed Data Services that results in a failure to meet one or more Service Levels specified in this SLA, or that materially impairs Licensee's ability to access or utilize the Licensed Data Services in accordance with the MDLA.
"Late" has the meaning set forth in Section 3.4.
"Licensed Data Services" means, collectively, the API Services and Batch Services for all three data products licensed under the MDLA: (a) MCI Consumer Credit File™ (comprising approximately 310 million consumer records), (b) MCI CommercialView™ (comprising approximately 42 million business records), and (c) MCI AltSignal™ (comprising approximately 85 million consumer alternative-data records), together with all associated delivery infrastructure, monitoring tools, dashboards, and support services provided by Licensor in connection therewith.
"Materially Late" has the meaning set forth in Section 3.4.
"MDLA" means the Master Data License Agreement entered into by and between Quorum Insurance Holdings Corp. ("Licensee") and Meridian Credit intelligence, Inc. ("Licensor"), to which this SLA is attached as a Schedule.
"Measurement Period" means each calendar month during the Term, commencing at 12:00 AM Eastern Time on the first day of the month and ending at 11:59:59 PM Eastern Time on the last day of the month.
"Monthly License Fee" means the monthly portion of the License Fees payable by Licensee under the MDLA, which shall be Nine Hundred Thousand Dollars ($900,000) per month during Year 1 of the Term and One Million Twenty-Five Thousand Dollars ($1,025,000) per month during Years 2 through 5 of the Term, or such other amount as may be specified in the fee schedule of the MDLA, as amended from time to time.
"Resolution Time" means the elapsed time measured from Licensor's receipt of an Incident report (or Licensor's own detection of the Incident through its monitoring systems, if earlier) to the earlier of (a) restoration of the affected Licensed Data Service to full conformance with the applicable Service Levels set forth in this SLA, or (b) implementation of a workaround reasonably acceptable to Licensee that restores materially equivalent functionality.
"Response Time" means the elapsed time measured from Licensor's receipt of an Incident report (or Licensor's own detection of the Incident through its monitoring systems, if earlier) to Licensor's first substantive acknowledgment and triage of the Incident, which acknowledgment must include (i) assignment of a unique ticket number, (ii) preliminary severity classification, and (iii) identification of the Licensor personnel assigned to investigate the Incident.
"Root Cause Analysis" or "RCA" means a written report prepared by Licensor in accordance with Section 7.4.
"Scheduled Maintenance" means pre-planned maintenance performed by Licensor during the maintenance windows defined in Section 6 of this SLA, for which Licensor has provided notice to Licensee in accordance with Section 6.3.
"Service Credits" means credits against License Fees payable by Licensee under the MDLA, calculated in accordance with Section 5 of this SLA and applied in accordance with the procedures set forth therein.
"Service Level" or "SLA" means any of the performance standards, availability commitments, latency targets, data delivery timeliness requirements, or data quality thresholds set forth in this Schedule, individually or collectively as the context requires.
"Severity Level" means the classification of Incidents as Severity 1 (Critical), Severity 2 (High), Severity 3 (Medium), or Severity 4 (Low), as defined in the incident severity classification matrix set forth in Section 4.2.
"Timeout" has the meaning set forth in Section 4.1.
"Unscheduled Downtime" means any period during which the Licensed Data Services are unavailable or materially degraded, other than during Scheduled Maintenance windows or Force Majeure Events.
1.2 Interpretation. (a) Capitalized terms used but not defined in this Schedule shall have the respective meanings assigned to them in the MDLA.
(b) All references to time in this Schedule are to Eastern Time (ET), whether Eastern Standard Time or Eastern Daylight Time as applicable, unless otherwise expressly specified.
(c) All percentages referenced in this Schedule shall be calculated to two (2) decimal places, with rounding to the nearest hundredth.
(d) References to "days" shall mean calendar days unless qualified by "Business" (in which case they shall mean Business Days as defined herein).
(e) References to Sections, Exhibits, and Schedules are references to Sections of, and Exhibits and Schedules to, this Schedule unless otherwise indicated.
(f) The headings in this Schedule are for convenience of reference only and shall not affect the interpretation of this Schedule.
(g) Where a provision of this Schedule refers to an action to be taken "promptly," such action shall be taken as soon as reasonably practicable under the circumstances, and in no event later than the outside time period specified in connection with such action (if any).
SECTION 2: AVAILABILITY / UPTIME COMMITMENTS
2.1 API Services Availability
Licensor shall ensure that the API Services maintain a Monthly Uptime percentage of not less than ninety-nine and nine-tenths percent (99.9%) during each Measurement Period. For reference, a Monthly Uptime commitment of 99.9% is equivalent to no more than approximately forty-three (43) minutes and twelve (12) seconds of Unscheduled Downtime in a thirty-day calendar month.
Measurement Methodology. Uptime for the API Services shall be measured using automated synthetic monitoring conducted at five-minute intervals from Licensor's production monitoring infrastructure. Synthetic monitoring shall consist of representative API queries submitted against the production API gateway, and shall measure both endpoint responsiveness and successful data retrieval. Monthly Uptime shall be calculated as follows:
Uptime (%) = (Total Minutes in Month − Scheduled Maintenance Minutes − Unscheduled Downtime Minutes) ÷ (Total Minutes in Month − Scheduled Maintenance Minutes) × 100
For purposes of this calculation, an API Service shall be deemed "unavailable" during any five-minute measurement interval in which the synthetic monitoring probe fails to receive a successful response (HTTP 200) within the Maximum Response Time threshold specified in Section 4.1, or receives an HTTP 5xx error response.
Monitoring Dashboard and Reporting. Licensor shall make available to Licensee real-time monitoring data via a service status dashboard accessible through a secure web portal. The dashboard shall display, at a minimum: (i) current API Service status (available/degraded/unavailable), (ii) real-time response time metrics, (iii) current error rate, and (iv) historical Uptime data for the preceding twelve (12) Measurement Periods. In addition, Licensor shall include detailed Uptime metrics in the monthly Service Level Reports delivered pursuant to Section 10.1.
2.2 Batch Services Availability
Licensor shall ensure that the Batch Services SFTP infrastructure maintains a Monthly Uptime percentage of not less than ninety-nine and nine-tenths percent (99.9%) during each Measurement Period. This commitment applies to the availability and responsiveness of the SFTP endpoint and associated file transfer infrastructure, and is separate from and in addition to the data delivery timeliness requirements set forth in Section 3.
Measurement Methodology. Uptime for the Batch Services shall be measured using automated SFTP polling conducted at ten-minute intervals from Licensor's production monitoring infrastructure. The SFTP endpoint shall be deemed "unavailable" during any ten-minute measurement interval in which the automated polling agent is unable to establish a successful authenticated SFTP connection and complete a directory listing within sixty (60) seconds. Monthly Uptime shall be calculated using the same formula set forth in Section 2.1, substituting Batch Services metrics as applicable.
2.3 Exclusions from Downtime Calculation
The following events and periods shall be excluded from the calculation of Unscheduled Downtime and shall not be counted against the Uptime commitments set forth in Sections 2.1 and 2.2:
(a) Scheduled Maintenance. Periods of Scheduled Maintenance conducted in accordance with Section 6 of this SLA, provided that Licensor has given proper advance notice as required thereunder.
(b) Force Majeure Events. Periods of unavailability directly attributable to Force Majeure Events as defined in Section 9.1, subject to the notice and mitigation obligations set forth in Section 9.2.
(c) Licensee-Caused Downtime. Downtime caused by failures, errors, or misconfigurations in Licensee's own systems, networks, hardware, software, or configurations, including but not limited to Licensee's failure to use Licensor-supported API client libraries or Licensee's use of non-conforming API request formats.
(d) Failure to Implement Security Patches. Downtime resulting directly from Licensee's failure to implement Licensor-recommended security patches, updates, or configuration changes within thirty (30) days of Licensor's written notification to Licensee that such patches, updates, or changes are required.
(e) External Network Failures. Internet or telecommunications failures occurring beyond Licensor's network demarcation point, including failures in Licensee's internet service provider, transit providers, or other third-party network infrastructure not within Licensor's reasonable control.
In the event of a dispute regarding whether a period of downtime falls within one of the foregoing exclusions, the burden of proof shall rest with Licensor to demonstrate, by reference to monitoring data, logs, and other reasonable evidence, that the exclusion applies.
SECTION 3: DATA DELIVERY STANDARDS
3.1 MCI Consumer Credit File™ (Daily Batch + Real-Time API)
Daily Batch Delivery. Licensor shall post an SFTP batch file containing a full-file incremental update of the MCI Consumer Credit File™ to the designated SFTP directory no later than 6:00 AM Eastern Time on each Business Day for the prior calendar day's data. Data accumulated during weekends and federal holidays shall be batched together and delivered by 6:00 AM Eastern Time on the next Business Day following the weekend or holiday period. Each daily batch file shall include all record additions, modifications, deletions, and status changes that occurred during the applicable data collection period.
Real-Time API. Licensor shall provide REST API access for individual consumer credit file pulls, available twenty-four hours a day, seven days a week, three hundred sixty-five days per year (24/7/365), subject to the Uptime commitment set forth in Section 2.1. The API shall support individual record lookups by consumer identifier, and shall return complete credit file data in JSON format in conformance with the schema specifications set forth in Technical Schedule A.
Estimated Volume. The full MCI Consumer Credit File™ comprises approximately three hundred ten million (310,000,000) consumer records. Daily incremental updates are estimated at approximately eight million (8,000,000) to twelve million (12,000,000) record modifications per day. These volume estimates are provided for planning purposes only and are subject to fluctuation based on underlying data source activity; material changes in estimated volumes shall be communicated by Licensor to Licensee with reasonable advance notice.
3.2 MCI CommercialView™ (Weekly Batch)
Weekly Batch Delivery. Licensor shall post an SFTP batch file containing a full-file incremental update of the MCI CommercialView™ data to the designated SFTP directory no later than 6:00 AM Eastern Time on each Monday for the prior week's data (covering the period from Monday at 12:00 AM through Sunday at 11:59:59 PM Eastern Time). When Monday falls on a federal holiday observed in New York or Georgia, the delivery deadline shall extend to 6:00 AM Eastern Time on the next Business Day.
Estimated Volume. The full MCI CommercialView™ data set comprises approximately forty-two million (42,000,000) business records. Weekly incremental updates are estimated at approximately one million five hundred thousand (1,500,000) to three million (3,000,000) record modifications per week.
Delivery Method. MCI CommercialView™ data shall be delivered exclusively via SFTP batch delivery. No real-time API access is provided for CommercialView data under the current scope of the MDLA.
3.3 MCI AltSignal™ (Daily Batch)
Daily Batch Delivery. Licensor shall post an SFTP batch file containing a full-file incremental update of the MCI AltSignal™ data to the designated SFTP directory no later than 8:00 AM Eastern Time on each Business Day for the prior calendar day's data. Data accumulated during weekends and federal holidays shall be batched together and delivered by 8:00 AM Eastern Time on the next Business Day following the weekend or holiday period.
Estimated Volume. The full MCI AltSignal™ data set comprises approximately eighty-five million (85,000,000) consumer alternative-data records. Daily incremental updates are estimated at approximately three million (3,000,000) to five million (5,000,000) record modifications per day.
Delivery Method. MCI AltSignal™ data shall be delivered exclusively via SFTP batch delivery. No real-time API access is provided for AltSignal data under the current scope of the MDLA.
3.4 Late Delivery
For purposes of this SLA, a batch delivery shall be classified as follows based on the elapsed time beyond the applicable Data Delivery Window:
(a) "Late": A batch delivery that is not posted to the designated SFTP directory within the applicable Data Delivery Window (as specified in Sections 3.1, 3.2, and 3.3), but is posted within four (4) hours following the expiration of such Data Delivery Window.
(b) "Materially Late": A batch delivery that is not posted within four (4) hours following the expiration of the applicable Data Delivery Window, but is posted within twelve (12) hours following such expiration. A Materially Late delivery shall constitute a Severity 2 Incident.
(c) "Critically Late": A batch delivery that is not posted within twelve (12) hours following the expiration of the applicable Data Delivery Window. A Critically Late delivery shall constitute a Severity 1 Incident.
Each batch file delivery shall be treated as a separate delivery for purposes of this Section 3.4, even where multiple data products are delivered in the same batch transfer session. For the avoidance of doubt, a single batch delivery that is Late with respect to MCI Consumer Credit File™ data and simultaneously Late with respect to MCI AltSignal™ data shall be counted as two (2) Late deliveries.
3.5 Data Completeness and Quality
Completeness Standard. Each batch delivery made by Licensor pursuant to this Section 3 must contain not less than ninety-nine and five-tenths percent (99.5%) of the records that were modified, added, or deleted during the applicable data collection period (the "Completeness Standard"). The Completeness Standard shall be assessed by comparing the record count in the delivered batch file against the total record modification count as reflected in Licensor's internal processing logs for the applicable period.
Schema Conformance. All data delivered by Licensor, whether via Batch Services or API Services, must conform to the schemas, file formats, field-level specifications, encoding standards, and data-type definitions set forth in Technical Schedule A (Data Delivery Specifications) to the MDLA. Licensor shall provide Licensee with at least thirty (30) days' advance written notice of any proposed changes to data schemas or delivery formats, and shall coordinate the implementation of such changes with Licensee's data engineering team to minimize disruption.
Error Rate. The error rate in delivered batch records (defined as records that fail schema validation against the specifications in Technical Schedule A) shall not exceed one-tenth of one percent (0.1%) of total records in any individual batch delivery. Records failing schema validation shall be identified and reported in the data-quality metrics accompanying such delivery.
Data-Quality Metrics Dashboard. Licensor shall provide data-quality metrics with each batch delivery, either embedded in the batch delivery manifest file or accessible via a web-based data-quality dashboard. Such metrics shall include, at a minimum: (i) total record count, (ii) records added, (iii) records modified, (iv) records deleted, (v) error count and error rate, (vi) processing start and completion timestamps, and (vii) file hash (SHA-256) for integrity verification.
3.6 Volume Tier
Base Tier. The base volume tier under this SLA is five hundred million (500,000,000) records per month, calculated as the aggregate of all consumer and commercial records delivered across all three data products (MCI Consumer Credit File™, MCI CommercialView™, and MCI AltSignal™) during the applicable Measurement Period.
Current Estimated Volume. Based on current data volumes and delivery frequencies, the estimated monthly aggregate delivery volume is approximately four hundred thirty-seven million (437,000,000) records per month, representing approximately eighty-seven and four-tenths percent (87.4%) of the base tier capacity.
Overage Rate. In the event that aggregate monthly delivery volume exceeds five hundred million (500,000,000) records in any Measurement Period, Licensee shall pay an overage charge of Three-Tenths of One Cent ($0.003) per record above the 500,000,000-record base tier threshold. Overage charges shall be calculated quarterly and invoiced in arrears with the next regularly scheduled quarterly License Fee invoice.
SECTION 4: LATENCY STANDARDS AND INCIDENT CLASSIFICATION
4.1 API Latency Standards
Licensor shall ensure that the API Services meet the following response time and error rate standards during each Measurement Period:
(a) P95 Response Time. The 95th percentile response time for API queries shall not exceed two hundred fifty milliseconds (250 ms), measured from receipt of a well-formed API request at Licensor's API gateway to transmission of the complete response payload to the requesting client.
(b) P99 Response Time. The 99th percentile response time for API queries shall not exceed five hundred milliseconds (500 ms), measured using the same methodology as sub-clause (a) above.
(c) Maximum Response Time. No individual API query response time shall exceed two thousand milliseconds (2,000 ms, or 2 seconds). Any API query that does not receive a complete response within this threshold shall be deemed a "Timeout" and shall be counted as an error for purposes of error rate calculation.
(d) Error Rate. The API error rate (defined as the number of HTTP 5xx server error responses, including Timeouts, as a percentage of total API requests received) shall not exceed one-tenth of one percent (0.1%) in any rolling sixty-minute (60-minute) period.
Measurement and Reporting. Latency metrics shall be measured and recorded on a continuous basis using Licensor's API gateway instrumentation and monitoring infrastructure. Licensor shall provide Licensee with monthly latency percentile reports as part of the Service Level Reports described in Section 10.1, including P50, P95, and P99 percentile response times calculated across all API requests during the applicable Measurement Period, broken down by day and by hour.
4.2 Incident Severity Classification
All Incidents affecting the Licensed Data Services shall be classified according to the following severity framework:
The initial severity classification of an Incident shall be determined by Licensor in consultation with Licensee. Licensee shall have the right to request reclassification of an Incident to a higher severity level if Licensee reasonably determines that the impact on its operations warrants such reclassification. Any disagreement regarding severity classification shall be escalated through the procedures set forth in Section 7.2.
4.3 Response and Resolution Time Targets
Licensor shall respond to and resolve Incidents in accordance with the following targets:
Commencement of Measurement. Response Time and Resolution Time for each Incident shall be measured from the earlier of: (a) the time at which Licensor detects the Incident through its automated monitoring systems and internal alerting infrastructure, or (b) the time at which Licensee reports the Incident to Licensor via any of the designated support channels specified in Section 7.1. Licensor's monitoring systems shall log detection timestamps in a manner auditable by Licensee.
Status Updates. During the pendency of any Incident, Licensor shall provide status updates to Licensee's designated technical contact (initially Priya Nair, Director, Data Engineering, Quorum Insurance Holdings Corp.) at the intervals specified in Section 7.3. Status updates shall include: (i) current status of investigation and remediation efforts, (ii) estimated time to resolution (if known), (iii) any interim workarounds available to Licensee, and (iv) identification of Licensor personnel actively working on the Incident.
SECTION 5: SERVICE CREDITS
5.1 Availability-Based Service Credits
In the event that Licensor fails to meet the Monthly Uptime commitments set forth in Section 2, Licensee shall be entitled to the following service credits, expressed as a percentage of the Monthly License Fee attributable to the Affected Service:
For purposes of this Section 5.1, the "Monthly License Fee for Affected Service" shall mean the pro-rated allocation of the applicable Monthly License Fee across the three data products (MCI Consumer Credit File™, MCI CommercialView™, and MCI AltSignal™) based on the fee allocation schedule set forth in the MDLA. Service credits under this Section 5.1 shall be calculated separately for API Services and Batch Services; a failure to meet the Uptime commitment for one service category shall not automatically trigger a service credit with respect to the other service category.
5.2 Latency-Based Service Credits
In the event that Licensor fails to meet the API latency standards set forth in Section 4.1, Licensee shall be entitled to the following service credits:
(a) If the P95 API response time exceeds 250 milliseconds for more than ten percent (10%) of any Measurement Period (measured in hourly intervals, with an hour deemed non-compliant if the P95 response time for that hour exceeds 250 ms), Licensee shall receive a service credit equal to five percent (5%) of the API Services portion of the Monthly License Fee.
(b) If the P95 API response time exceeds 500 milliseconds for more than ten percent (10%) of any Measurement Period (measured in hourly intervals as described above), Licensee shall receive a service credit equal to ten percent (10%) of the API Services portion of the Monthly License Fee, in lieu of (and not in addition to) the credit set forth in sub-clause (a).
(c) If the P99 API response time exceeds 1,000 milliseconds for more than five percent (5%) of any Measurement Period (measured in hourly intervals), Licensee shall receive an additional service credit equal to five percent (5%) of the API Services portion of the Monthly License Fee. This credit is cumulative with the credits set forth in sub-clauses (a) or (b), as applicable.
5.3 Data Delivery Timeliness Credits
In the event that Licensor fails to deliver batch data within the applicable Data Delivery Windows specified in Section 3, Licensee shall be entitled to the following service credits on a per-occurrence basis:
(a) Late Delivery (beyond the applicable Data Delivery Window but within 4 hours): Five Thousand Dollars ($5,000) per occurrence.
(b) Materially Late Delivery (more than 4 hours but within 12 hours past the applicable Data Delivery Window): Fifteen Thousand Dollars ($15,000) per occurrence.
(c) Critically Late Delivery (more than 12 hours past the applicable Data Delivery Window): Twenty-Five Thousand Dollars ($25,000) per occurrence.
The maximum aggregate data delivery timeliness credits in any calendar month shall be capped at ten percent (10%) of the Monthly License Fee for such month.
5.4 Aggregate Service Credit Cap
Notwithstanding anything in this Section 5 to the contrary, total service credits of all types (availability-based, latency-based, and data delivery timeliness credits) accruing in any single calendar month shall not exceed thirty percent (30%) of the Monthly License Fee for that month.
Service credits are Licensee's sole and exclusive remedy for Licensor's failure to meet the Service Levels set forth in this SLA, except as expressly provided in Section 8 (Chronic Failure and Termination Rights) and except to the extent that a failure constitutes a material breach of the MDLA giving rise to separate remedies thereunder. Nothing in this Section 5.4 shall be construed to limit Licensee's rights under Section 8 or Licensee's remedies for Licensor's breach of representations, warranties, or covenants set forth in the body of the MDLA.
Service credits shall be applied as a credit against the next quarterly installment of License Fees following the Measurement Period in which such credits accrued. Service credits shall not be payable in cash during the Term, except that upon termination or expiration of the MDLA, any accrued and unpaid service credits shall be payable by Licensor to Licensee in cash within thirty (30) days following the effective date of such termination or expiration.
5.5 Service Credit Claims
Licensee must submit a written service credit claim to Licensor within thirty (30) calendar days following the end of the Measurement Period in which the service credit-triggering event occurred. Each claim must: (i) identify the specific Service Level(s) that were not met, (ii) reference the applicable Incident ticket number(s), (iii) include supporting data and calculations demonstrating the basis for the claimed credit amount, and (iv) specify the aggregate service credit amount claimed.
Licensor shall review each service credit claim and provide a written response to Licensee within fifteen (15) Business Days of receipt, either confirming the credit amount, proposing an alternative credit amount with supporting rationale, or disputing the claim with a detailed explanation of the basis for such dispute. Any disputes regarding service credit eligibility or calculation that cannot be resolved between the parties' operational contacts within ten (10) Business Days of Licensor's response shall be escalated through the escalation procedures set forth in Section 7.2.
SECTION 6: SCHEDULED MAINTENANCE
6.1 Maintenance Windows
Standard Maintenance Window. Licensor's standard weekly maintenance window shall be each Sunday from 2:00 AM to 6:00 AM Eastern Time (a four-hour window). Licensor may utilize all or any portion of the Standard Maintenance Window as needed for routine system maintenance, patching, upgrades, and infrastructure optimization. Licensee acknowledges that the Licensed Data Services may be intermittently or wholly unavailable during the Standard Maintenance Window.
Additional Maintenance Windows. Licensor may schedule up to four (4) additional maintenance windows per calendar month outside the Standard Maintenance Window. Each additional maintenance window shall not exceed two (2) hours in duration. Licensor shall provide Licensee with at least five (5) Business Days' advance written notice for each additional maintenance window, specifying the date, start time, estimated duration, and scope of the planned maintenance activities. Licensor shall use commercially reasonable efforts to schedule additional maintenance windows during off-peak hours (between 10:00 PM and 6:00 AM Eastern Time) to minimize impact on Licensee's operations.
Emergency Maintenance. Licensor may perform emergency maintenance outside scheduled maintenance windows when necessary to respond to active security threats, critical system vulnerabilities, or failures that, in Licensor's reasonable judgment, pose an imminent risk to the integrity, security, or availability of the Licensed Data Services. Licensor shall provide contemporaneous notification to Licensee of any emergency maintenance event and, where practicable, shall provide at least two (2) hours' advance notice. Emergency maintenance notifications shall include a description of the circumstances necessitating the emergency maintenance, the anticipated scope of impact, and the estimated duration.
6.2 Maintenance Limitations
Total Scheduled Maintenance (including the Standard Maintenance Window, additional maintenance windows, and emergency maintenance) shall not exceed twelve (12) hours in any calendar month. In the event that Licensor determines that maintenance activities exceeding twelve (12) hours are necessary in a given month, Licensor shall provide advance written notice to Licensee and shall obtain Licensee's prior written consent (not to be unreasonably withheld) before exceeding the twelve-hour threshold. Any Scheduled Maintenance time in excess of twelve (12) hours in a calendar month conducted without Licensee's prior written consent shall be treated as Unscheduled Downtime for purposes of calculating Uptime under Section 2.
Licensor shall use commercially reasonable efforts to minimize the impact of maintenance activities on Licensee's operations, including by utilizing rolling deployment methodologies, redundant infrastructure, and other techniques designed to maintain partial service availability during maintenance periods where technically feasible. Maintenance impacting both the API Services and the Batch Services shall, to the extent practicable, be coordinated and sequenced to avoid simultaneous outages of both service categories.
6.3 Notifications. Maintenance notifications shall be sent to Licensee's designated operations contact (initially Priya Nair, Director, Data Engineering, Quorum Insurance Holdings Corp.) via email at the address designated in writing by Licensee, and shall simultaneously be posted on Licensor's service status page. Notifications for Standard Maintenance Windows shall be provided on a standing basis (i.e., the Standard Maintenance Window shall be deemed pre-approved without individual notice for each occurrence), provided that Licensor shall notify Licensee of any material changes to the scope or timing of the Standard Maintenance Window.
Licensor shall provide post-maintenance summary reports to Licensee within one (1) Business Day following completion of each non-standard maintenance event (including additional and emergency maintenance windows). Each post-maintenance summary report shall include: (i) the actual start and end times of the maintenance activity, (ii) a description of the maintenance performed, (iii) any impact on the Licensed Data Services during the maintenance period, and (iv) confirmation that the Licensed Data Services have been restored to normal operation.
SECTION 7: ESCALATION PROCEDURES
7.1 Incident Reporting
Licensee may report Incidents to Licensor via any of the following designated support channels, which Licensor shall maintain and staff in accordance with the requirements of this SLA:
(a) Dedicated Support Portal. Licensor shall maintain a web-based support portal accessible to authorized Licensee personnel twenty-four (24) hours per day, seven (7) days per week, through which Licensee may submit Incident reports, track the status of open Incidents, and access historical Incident records.
(b) Dedicated Support Email. Licensor shall maintain a dedicated email address for Incident reporting, monitored during Business Hours for Severity 3 and Severity 4 Incidents, and on a 24/7 basis for Severity 1 and Severity 2 Incidents.
(c) Dedicated Support Telephone Hotline. Licensor shall maintain a dedicated telephone hotline staffed by qualified support engineers twenty-four (24) hours per day, seven (7) days per week, for the reporting and escalation of Severity 1 and Severity 2 Incidents. The telephone hotline shall be available during Business Hours for Severity 3 and Severity 4 Incidents.
Each Incident shall be assigned a unique ticket number by Licensor's incident management system. Licensor shall communicate the ticket number to the reporting Licensee contact within fifteen (15) minutes of receipt of the Incident report. The ticket number shall serve as the primary reference identifier for all subsequent communications, status updates, and escalations related to the Incident.
7.2 Escalation Matrix
If an Incident is not resolved within the applicable Resolution Time Target set forth in Section 4.3, the Incident shall be escalated through the following escalation levels. Either party may initiate an escalation at any time if circumstances warrant acceleration beyond the standard escalation timeline.
Upon escalation to any level, the escalation-level contact for each party shall be briefed on the Incident within thirty (30) minutes and shall actively participate in resolution efforts until the Incident is resolved or further escalated. Contact information for each individual listed above is set forth in Exhibit B.
7.3 Status Update Frequency During Incidents
During the pendency of any open Incident, Licensor shall provide status updates to Licensee at the following minimum frequencies:
Status updates shall be delivered via the Incident ticketing system and, for Severity 1 and Severity 2 Incidents, additionally via email and telephone to Licensee's designated technical contact. Each status update shall include: (i) a summary of activities undertaken since the prior update, (ii) current assessment of the Incident's root cause (if known), (iii) estimated remaining time to resolution, and (iv) any recommended actions for Licensee.
7.4 Post-Incident Review
For all Severity 1 and Severity 2 Incidents, Licensor shall prepare and deliver to Licensee a written Root Cause Analysis ("RCA") report within five (5) Business Days following the resolution of the Incident. Each RCA report shall include, at a minimum:
(a) A detailed timeline of the Incident, including detection time, notification time, key diagnostic milestones, and resolution time;
(b) Identification and analysis of the root cause(s) of the Incident;
(c) An assessment of the impact of the Incident on the Licensed Data Services and on Licensee's operations (to the extent known to Licensor);
(d) A description of the corrective actions taken to resolve the Incident;
(e) A description of preventive measures to be implemented by Licensor to reduce the likelihood of recurrence, including timelines for implementation; and
(f) Identification of any contributing factors, including third-party dependencies, that may require ongoing monitoring.
Licensee may request a post-incident review meeting with Licensor's technical and management personnel to discuss the RCA report and the adequacy of proposed preventive measures. Licensor shall make appropriate personnel available for such meetings within ten (10) Business Days of Licensee's request. In the event that Licensee reasonably determines that the preventive measures proposed in the RCA are inadequate, the parties shall work collaboratively in good faith to identify and agree upon additional measures.
SECTION 8: CHRONIC FAILURE AND TERMINATION RIGHTS
8.1 Chronic Failure Definition
A "Chronic Failure" shall be deemed to exist if any one or more of the following conditions occurs during the Term:
(a) Uptime for the API Services or the Batch Services falls below ninety-nine percent (99.0%) in any three (3) out of five (5) consecutive Measurement Periods;
(b) More than ten (10) Materially Late or Critically Late batch deliveries (in the aggregate) occur in any rolling ninety (90)-day period;
(c) A single Severity 1 Incident remains unresolved for more than twenty-four (24) consecutive hours, measured from the earlier of Licensor's detection of the Incident or Licensee's report thereof; or
(d) Aggregate service credits earned by Licensee (whether or not claimed) equal or exceed thirty percent (30%) of the Monthly License Fee in any two (2) out of four (4) consecutive Measurement Periods.
For purposes of this Section 8.1, the occurrence of a Chronic Failure condition shall be determined based on the monitoring data, Incident records, and service credit calculations maintained in accordance with this SLA, subject to the audit rights set forth in Section 11.
8.2 Cure Period
Upon the occurrence of a Chronic Failure, Licensee shall provide written notice to Licensor specifying in reasonable detail: (i) the Chronic Failure condition that has occurred, (ii) the relevant Measurement Periods, Incident ticket numbers, or service credit calculations supporting Licensee's determination, and (iii) Licensee's good-faith assessment of the impact on its operations.
Following receipt of such notice, Licensor shall have thirty (30) calendar days (the "Cure Period") to: (a) cure the Chronic Failure condition, and (b) develop and present to Licensee a written remediation plan that is reasonably acceptable to Licensee, setting forth the specific technical, operational, and organizational measures Licensor will implement to prevent recurrence of the Chronic Failure condition, together with a timeline for implementation.
If Licensor fails to cure the Chronic Failure and present a reasonably acceptable remediation plan within the Cure Period, Licensee shall have the right (but not the obligation) to terminate the MDLA upon thirty (30) days' further written notice to Licensor, such termination to be effective upon the expiration of such thirty-day notice period.
8.3 Termination Consequences
Upon termination of the MDLA by Licensee for Chronic Failure pursuant to this Section 8, the following consequences shall apply:
(a) Fee Refund. Licensee shall be entitled to a pro-rata refund of prepaid License Fees for the unused portion of the then-current quarterly installment, calculated from the effective date of termination through the end of the applicable quarterly payment period.
(b) Accrued Service Credits. All service credits accrued and unpaid as of the effective date of termination shall become immediately payable by Licensor to Licensee in cash within thirty (30) days of the effective date of termination.
(c) Additional Remedies. Licensee shall be entitled to exercise any and all other remedies available to it under the MDLA, at law, or in equity, including but not limited to damages for Licensor's breach of the MDLA, subject to any limitations on liability set forth in the MDLA.
(d) Data Return and Destruction. The parties' respective obligations regarding the return and destruction of data following termination shall be governed by the applicable provisions of the MDLA. Without limiting the generality of the foregoing, Licensee shall have a period of ninety (90) days following the effective date of termination to return or certify the destruction of all Meridian raw data in its possession or control, in accordance with the procedures set forth in the MDLA. The post-termination treatment of Derived Data (as defined in the MDLA) shall be governed by the applicable provisions of the MDLA.
[Drafting Note: The post-termination treatment of Derived Data remains an open and disputed term in the MDLA negotiation. Quorum's position is that Derived Data should be retained in perpetuity. Meridian's position is that Derived Data should be subject to a 24-month sunset. This issue should be resolved in the MDLA before finalizing this Schedule.]
SECTION 9: FORCE MAJEURE
9.1 Definition. "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected party that prevents or materially impairs such party's ability to perform its obligations under this SLA, including but not limited to: acts of God; natural disasters (including earthquakes, hurricanes, floods, tornadoes, and tsunamis); war (whether declared or undeclared); armed conflict; terrorism; civil unrest or riots; embargoes; acts, orders, or regulations of governmental authorities (including sanctions, quarantines, and shelter-in-place orders); epidemics or pandemics (including future waves or variants of COVID-19); fire; explosion; power grid failure affecting the public electrical grid; widespread internet backbone failure; and telecommunications infrastructure failure, in each case to the extent that (a) the event is not caused by the negligence, willful misconduct, or breach of this SLA or the MDLA by the affected party, and (b) the affected party has taken commercially reasonable steps to mitigate the impact of the event on its performance obligations.
For the avoidance of doubt, the following shall not constitute Force Majeure Events: (i) changes in market conditions, (ii) insufficiency of funds, (iii) failure of Licensor's subcontractors or suppliers (unless such failure is itself caused by a Force Majeure Event), (iv) failure of Licensor's internal systems, software, or infrastructure due to defects, bugs, or configuration errors, or (v) planned or foreseeable events for which the affected party failed to implement reasonable contingency measures.
9.2 Effect on SLA
During the period of a Force Majeure Event, the affected party's obligations under this SLA that are directly prevented or impaired by the Force Majeure Event shall be suspended to the extent of such prevention or impairment. Downtime attributable to a Force Majeure Event shall be excluded from Uptime calculations under Section 2 and shall not give rise to Service Credits under Section 5.
The affected party shall provide written notice to the other party of the Force Majeure Event within twenty-four (24) hours of its occurrence (or as soon as practicable if the Force Majeure Event prevents timely notification). Such notice shall include: (i) a description of the Force Majeure Event and the nature of its impact on the affected party's obligations, (ii) the estimated duration of the Force Majeure Event, (iii) the steps being taken by the affected party to mitigate the impact of the Force Majeure Event and resume performance, and (iv) a plan for providing ongoing status updates to the other party during the continuance of the Force Majeure Event.
The affected party shall use commercially reasonable efforts to mitigate the impact of the Force Majeure Event, resume performance as soon as practicable, and keep the other party informed of the status of its mitigation efforts.
9.3 Prolonged Force Majeure
If a Force Majeure Event renders the Licensed Data Services substantially unavailable for more than thirty (30) consecutive calendar days, either party shall have the right to terminate the MDLA upon fifteen (15) days' prior written notice to the other party. Upon such termination: (a) neither party shall have any further liability to the other party arising from the Force Majeure Event or the termination (other than obligations that by their nature survive termination, including confidentiality, data return/destruction, and indemnification obligations), and (b) Licensee shall be entitled to a pro-rata refund of prepaid License Fees for the period following the effective date of termination through the end of the then-current quarterly payment period.
SECTION 10: REPORTING AND GOVERNANCE
10.1 Monthly Service Level Reports
Licensor shall prepare and deliver to Licensee, within ten (10) Business Days following the end of each Measurement Period, a comprehensive written Service Level Report covering the preceding Measurement Period. Each Service Level Report shall include the following information:
(a) API Uptime Percentage. The calculated Monthly Uptime percentage for the API Services, together with the underlying data (total minutes in the month, Scheduled Maintenance minutes, and Unscheduled Downtime minutes).
(b) Batch SFTP Uptime Percentage. The calculated Monthly Uptime percentage for the Batch Services SFTP infrastructure, together with the underlying data.
(c) API Latency Metrics. P50, P95, and P99 percentile response times for the Measurement Period, presented on both a monthly aggregate basis and a daily or hourly basis as reasonably requested by Licensee.
(d) Batch Delivery Timeliness. A detailed record of each batch delivery during the Measurement Period, including: data product, delivery date, scheduled delivery time, actual delivery time, and classification (on-time, Late, Materially Late, or Critically Late).
(e) Data Completeness and Quality Metrics. Aggregate completeness percentages and error rates for each data product, together with any significant data quality issues identified during the Measurement Period.
(f) Incident Summary. A summary of all Incidents that occurred during the Measurement Period, organized by Severity Level, including: ticket number, date and time of occurrence, date and time of resolution, root cause (for resolved Incidents), and current status (for unresolved Incidents carried over from the prior Measurement Period).
(g) Service Credits Earned. A calculation of all service credits earned by Licensee during the Measurement Period, itemized by credit type (availability-based, latency-based, delivery timeliness), with supporting data and calculations.
(h) Volume Metrics. Total records delivered during the Measurement Period, broken down by data product, compared against the 500,000,000-record base tier, and any applicable overage calculations.