EXHIBIT A – Service Levels and Performance Standards
Last Updated April 17th, 2020
MACGREGOR WILL PROVIDE THE FOLLOWING SERVICE LEVELS AND PERFORMANCE STANDARDS TO SUBSCRIBER:
A. “Agreement” means the M.Folio Master Subscription Agreement.
B. “Available” means M.Folio shall:
C. be available for access and use over the Internet; and
D. provide functionality and content required under the Agreement.
E. “Host” shall be MacGregor.
F. “Customer Service Support” shall include but not be limited to answering telephone calls, online chat messages, emails, faxes, and remote desktop services in order to help Subscriber use M.Folio.
G. “Server” shall mean the server(s) on which the cloud services will be hosted.
2. General Hosting Obligations
In addition to the other obligations set forth in the Agreement, MacGregor shall also:
A. Maintain M.Folio on a Server owned and maintained by MacGregor.
B. Allow access to M.Folio over the Internet and provide secure and confidential storage of all information transmitted to and from M.Folio.
3. Service Monitoring & Management
MacGregor will continuously monitor and manage M.Folio to optimize M.Folio’s availability. Included within the scope of this section is the proactive monitoring of the Server and all service components of MacGregor’s firewall for trouble on a 24/7 basis, and the expedient restoration of components when failures occur within the time period set forth below.
MacGregor reserves the right to perform routine Server maintenance within the hours of 12 AM – 5 AM CST, the first Sunday of every month. During this maintenance window, Subscriber’s virtual server may be offline and unavailable. Subscriber must plan accordingly. In the event that maintenance must occur outside of this pre-designated time period, MacGregor will give Subscriber advance notice to the extent reasonably possible.
4. M.Folio Availability
M.Folio shall be Available at least 99.95% of the time. Specifically, MacGregor warrants that service will be available to Subscriber, if applicable, 99.95% of the time (calculated monthly) outside of the routine maintenance window discussed in Section 3 above and outside of any other proactive maintenance scheduled in advance.
Any calendar month where 99.95% uptime is not achieved, the total downtime for that month will be calculated and rounded up to the nearest full day. Subscriber will be credited the pro-rated amount of downtime for Subscriber’s subscription plan, if applicable. To receive said credit in any calendar month where 99.95% uptime is not achieved, Subscriber must request the credit in writing.
5. Unscheduled Outages
Unscheduled outages are caused by loss of connectivity to the Internet, or by failure of a MacGregor service. In cases where a destination is not available, or unacceptable service is reported, MacGregor will attempt to determine the source of the problem and report its findings to Subscriber and will pursue action under Section 6.
6. Corrective Action Plan
Notwithstanding MacGregor’s obligation to continue to perform as required under the Agreement and Subscriber’s remedies set forth therein, in the event of a Server failure, MacGregor shall promptly investigate the root causes of such failure and shall provide to Subscriber (within five (5) days after knowledge of such failure) an analysis of such root causes and a proposed corrective action plan for Subscriber’s review, comment and approval (the “Corrective Action Plan”). The Corrective Action Plan shall include, at a minimum:
A. a commitment by MacGregor to Subscriber to devote the appropriate time, skilled personnel, systems support and equipment, and/or resources to remedy, and prevent any further occurrences of, the failure;
B. a strategy for developing any programming/software updates, fixes, patches, etc. necessary to remedy, and prevent any further occurrences of, the failure; and
C. timeframes for implementation of the Corrective Action Plan.
7. Security Breaches
In the event of an attack or threatened or suspected breach of security against M.Folio and/or Server, MacGregor will take whatever reasonable steps that are necessary to halt such action, including taking M.Folio and/or Server offline. Down time due to external attacks shall not count against Availability requirements set forth above. MacGregor will immediately contact Subscriber to discuss what measures to take. However, if time is critical, action may be required before MacGregor can confer with Subscriber. MacGregor’s actions will include but not be limited to the following, as appropriate:
A. Confirm the threat;
B. Deny access from the source of the attack;
C. Investigate the extent of the damage, if any;
D. Back-up the affected systems and those suspected to be affected;
E. Strengthen defenses everywhere, not just the suspected path that the attacker used;
F. Contact the ISP where the threat or attack originated and/or law enforcement to work with MacGregor’s security team;
G. Produce an incident report within 24 hours detailing MacGregor’s findings; and
H. Re-instate the denial of access after a set time period, but continue to monitor traffic from that source until the risk of further attacks is deemed, by MacGregor, to be minimized.