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Service Level Agreement

Vehicle Databases

For Seamless Vehicle Data API Services

Vehicle Databases, Inc.

65 Brunswick Blvd, Dollard-Des Ormeaux, Quebec

Table of Content

  1. Service Level Agreement
    1. Version Details
    2. Document Change History
    3. Document Approvals
  2. Agreement Overview
    1. SLA Introduction
    2. Definitions, Conventions, Acronyms and Abbreviations
    3. SLA Purpose
    4. SLA Contractual Parameters
  3. Service Agreement
    1. KPIs and Metrics
    2. Service Levels, Rankings and Priority
    3. Service Response
    4. Service Credits, Credit Request and Payment Procedures
    5. Responsibilities and Exclusions
    6. Sole Remedy
    7. No Third Party Beneficiaries
    8. Limitation of Liability
    9. Indemnity by Users
    10. Jurisdiction and Choice of Law; Dispute Resolution
  4. Service Management
    1. Support Hours and phone contact
    2. Service Request
    3. Handling and Response Times
    4. Procedures and Requests for Escalation
  5. Entire Agreement

1. Service Level Agreement

1.1. Version Details

1.2. Document Change History

1.3. Document Approvals

By signing below, all Approvers agree to all terms and conditions outlined in this Agreement

2. Agreement Overview

2.1. SLA Introduction

This Service Level Agreement, henceforth also known as “SLA,” is between Vehicle Databases Inc. (VDB/Service Provider), henceforth also known as “VDB” and the client for all services and service levels in connection to the Vehicle Data API service, henceforth also known as “ Service.”

2.2. Definitions, Conventions, Acronyms and Abbreviations

2.3. SLA Purpose

The purpose of this SLA is to set expectations for the provision of the Service as it is defined herein with regard to:
  1. Requirements for APIs that will be hosted.
  2. Criteria that will be used to measure the Service
  3. Agreed service level targets that are the minimum performance requirement
  4. Roles and responsibilities of VDB and [Client]
  5. Duration, Scope and Renewal of this SLA contra
  6. Associated and supporting processes as well as any deviations, limitations and exclusions.

2.4. Contractual Parameters

This section defines the duration and describes the rules regarding renewal, modification, amendment, and termination of the SLA:
  1. This SLA is effective as of this date the API is provisioned between VDB and Client and will expire as of the date it is de­provisioned.
  2. This SLA will automatically renew unless VDB and Client mutually agree to another arrangement.
  3. A review of this SLA by VDB and Client may be conducted, if requested, a minimum of 30 days before the expiration date of the agreement. Modification requests must be submitted in writing via email to the VDB Service Owner for Infrastructure Services.
  4. Any amendments, modifications, or other terms outside those stated herein must be agreed upon by both parties.
  5. The Client is responsible for providing VDB with details of any current or future projects that may impact the provision of this SLA.
  6. Service Extensions: Any requests to extend the hours of service on an ad hoc basis for a given day must be made to the Infrastructure Services team at the earliest opportunity. Failure to submit a request for a service extension will mean that the service will not be guaranteed beyond the hours defined by this SLA.
  7. SLA Termination: Both parties must agree to any termination arrangement. VDB requires a minimum of 90 days notice regarding early termination of the SLA.

3. Service Agreement

The following detailed service parameters are the responsibility of VDB in the ongoing support of this Agreement

3.1. KPIs and Metrics

3.2. Service Levels, Rankings and Priority

3.3. Service Response

3.4. Service Credits, Credit Request and Payment Procedures

Service Credits are calculated as a percentage of the total charges due on your Vehicle Databases invoice for the monthly billing cycle in which the Unavailability occurred. Charges are calculated, based on the impact to your Application.
Service Credit shall be issued to the Client’s VDB balance for future use only. No refunds or cash value will be provided. Service Credits may not be transferred or applied to any other account.

Credit Request and Payment Procedures

To apply for a Service Credit, the client must submit a ticket via email to [email protected] within 30 days of the month in which the Unavailable Time occurred. The ticket must include:
  1. “SLA Claim” as the subject of the ticket;
  2. the dates and times of the Unavailable Time for which you are requesting credit; and
  3. any applicable information that documents the claimed outage.

3.5. Responsibilities & Exclusions

Both parties agree to act with good intentions.

3.5.1 VBD Responsibilities

  1. VDB shall provide the services identified in the SLA and shall ensure the services are maintained at all times and to agreed pre­-defined standards. VDB agrees to exercise professional care and diligence in the discharge of all the services and to comply in all respects with relevant standards.
  2. VDB will act as owner, supplier, maintainer, and supporter of the herein identified and defined VDB Services that have been requested/required by the Client, except where VDB has employed third parties who will assume those responsibilities.
  3. VDB will be responsible for day­ to ­day management of the SLA and liaise with the Client to ensure that information flows freely between both parties.
  4. VDB will follow established internal processes/procedures and adhere to policies and standards.
  5. VDB will not make changes to the systems/services offered without prior notification and Client approval through the defined Change Management process.
  6. VDB will inform the Client in the event of any incident likely to affect the availability or performance of their applications.

3.5.2 VDB Exclusions

  1. VDB is not responsible for unsupported configurations that deviate from our technology standards unless an explicit exemption has been granted.
  2. Services for which VDB has no formal support agreements or contracts relating to service availability and incident response or fix times on API/Network components which are the responsibility of an external vendor.
  3. Notwithstanding anything to the contrary, no Unavailable Time shall be deemed to have occurred with respect to any unavailability, suspension or termination of the VDB API, or any other VDB API performance issues, that:
    1. are caused by factors outside of VehicleDatabases’s reasonable control, including, without limitation, any force majeure event, Internet access or related problems beyond the demarcation point of Vehicle Databases or its direct hosting subcontractors (i.e beyond the point in the network where Vehicle Databases maintains access and control over the Vehicle Databases Services);
    2. result from any actions or inactions of Client or any third party (other than VehicleDatabases’s direct hosting subcontractor);
    3. result from Applications, equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Vehicle Databases’s direct control); or
    4. arise from Vehicle Databases’s suspension and termination of Client’s right to use the Vehicle DatabasesServices in accordance with the Vehicle Databases Terms and Conditions
    5. Arise from Scheduled Maintenance

3.5.2 Client Responsibilities

  1. Client shall provide all necessary information, assistance and instructions in a manner that enables VDB to meet performance standards, for example, by the giving of adequate notice and disclosing of all known relevant information.
  2. Client is required to ensure attendance/participation at Major Incident and Problem review meetings as requested by VDB to assist with the definition of service impact.
  3. Client is required to advise the appropriate VDB team if the requirements of the business change and the need for a review of the SLA is identified
  4. Client is required to report all issues, queries and requests via appropriate channels and processes.

3.6 Sole Remedy

Unless otherwise provided in the Terms, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

3.7 No Third Party Beneficiaries

You agree that, except as otherwise expressly provided in this SLA, there shall be no third party beneficiaries to this SLA.

3.8 Limitation of Liability

In no event shall VDB be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the VDB Services, or use thereof. Nothing contained in the VDB Services or in any written or oral communications from VDB or its employees or agents shall be construed to make any promise, covenant, warranty, or guaranty, all of which are explicitly disclaimed hereby, contrary to the statements and disclaimers contained in this paragraph.
The content and functionality on the VDB Services, along with the services provided by employees of the VDB Services, are offered “as is” without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. VDB makes no warranties, express or implied, as to the ownership, accuracy, completeness or adequacy of the VDB Services or that the functionality of the VDB Services will be uninterrupted or error-free or free from virus or third party attack. You hereby acknowledge that your use of the VDB Services is at your sole risk. UNDER NO CIRCUMSTANCES SHALL VDB, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE VDB SERVICES OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE VDB SERVICES, EVEN IF VDB HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.
TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL VDB HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE VDB SERVICES, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF GOODWILL, COPYRIGHT INFRINGEMENT, WORK STOPPAGE, EQUIPMENT FAILURE OR MALFUNCTION, PERSONAL INJURY, PROPERTY DAMAGE, OR ANY OTHER DAMAGES OR LOSSES, EVEN IF VDB HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED.
In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, you agree that the entire aggregate liability of VDB and sole remedy available to any user in any case in any way arising out of or relating to the Agreement or the VDB Services shall be limited to monetary damages that in the aggregate may not exceed the sum of any amount paid by the user to VDB during the six months prior to notice to VDB of the dispute for which the remedy is sought.

3.9 Indemnity by Users

You agree to indemnify and hold VDB, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of or related to your use of the VDB Services in violation of this SLA and/or arising from a breach of this SLA including without limitation your representations and warranties set forth above.

3.10 Jurisdiction and Choice of Law; Dispute Resolution

If there is any dispute arising out of the VDB Services, by using the VDB Services, you expressly agree that any such dispute shall be governed by the laws of the Province of Quebec, Canada., without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the Province of Quebec, for the resolution of any such dispute. Acceptance of the terms and conditions of this Agreement constitutes your consent to be sued in such courts and to accept service of process outside the Province of Quebec with the same force and effect as if such service had been made within the Province of Quebec. You hereby agree to accept service of process for any action hereunder by certified mail return receipt requested which service shall have the same force and effect as though service had been affected by personal service in the applicable jurisdiction. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

4. Service Management

This section provides relevant details on service availability, monitoring of in-scope services and related components.

4.1 Support Hours and Phone Contact

  1. Infrastructure services defined in this SLA will be supported on a 24x7x365 basis. Live technical.
  2. Support is available: 8:00 AM – ­6:00 PM ET, Monday through Friday, excluding all holidays.
  3. Clients can contact VDB Service Desk for support by calling ​ (800) 657-2953.

4.2 Service Request

In support of services outlined in this Agreement, the Service Provider will respond to service related incidents and/or requests submitted by the Customer within the following time frames:
  1. 0-8 hours (during business hours) for issues classified as High priority.
  2. Within 48 hours for issues classified as Medium priority.
  3. Within 5 working days for issues classified as Low priority.
Remote assistance will be provided in-line with the above timescales dependent on the priority of the support request.

4.3 Handling and Response Times

  1. VDB will work to resolve known/reported service problems and provide relevant progress reports to the Client.

Handling

  1. Requests for support will be fulfilled based on priorities (Critical, High, Medium, Normal) which are determined by urgency and level of impact.
  2. Response is defined as a “good faith” effort to communicate with the Client using contact information provided. Response may be via phone or voice mail, e­mail, or personal visit.
  3. Response times for service requests are measured once a request is submitted via the VDB issue tracking system. Other forms of contact may negatively affect the ability of VDB to meet the requests in a timely fashion. Examples include direct email/phone/other contact with individual support personnel.

Response Times

  1. Response will be driven by the Priority assigned to the Service as defined in this SLA. Note: Complex service and support requests coordination with 3rd ​parties, etc., may require additional effort and time to resolve.

4.4 Procedures and Requests for Escalation

  1. In the event service is unsatisfactory, the Client will contact the VDB Service Owner to request escalation of an incident/problem/request.
  2. If needed, a joint meeting between the Client and VDB will be convened to discuss and resolve issues to restore services to satisfactory levels.
  3. In the event that additional escalation is determined to be necessary, VDB will escalate to its Senior Leadership Team for a resolution.
  4. VDB may periodically request your feedback.

5. Entire Agreement

This SLA, along with the Terms of Service and the Privacy Policy, contains the entire agreement between you and VDB regarding the use of the VDB API Services.
If you have any questions regarding this SLA, please contact us by email at [email protected]