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This Service Level Agreement (“SLA”) for SaaS Software applies to LiveAction’s SaaS Software offerings: GRID, ThreatEye and LiveSP. This SLA is subject to the terms and conditions of the Software License and Maintenance Agreement (“Agreement”) between LiveAction, Inc. and You. Capitalized terms defined in this SLA shall have the meanings ascribed to them herein. Capitalized terms used in this SLA but not defined herein, shall have the meanings ascribed to them in the Agreement.

1. Definitions.“Availability Percentage” means:

((N minus O) divided by N) times 100
“N” is the total number of hours in any Month minus Excluded Downtime;
“O” is the total number of hours or portions thereof in any Month, other than Excluded Downtime, that the SaaS Software is not accessible by You.

“Excluded Downtime” means the total number of hours or portions thereof in a Month of (i) Scheduled Maintenance, (ii) Emergency Maintenance, (iii) downtime caused by errors or failures in equipment, the Internet and other networks not within LiveAction’s control, and (iv) downtime caused by Your exceeding Your Service Limits.

“LiveAction Support Hours” means 8 hours per day, 5 days per week, 52 weeks per year (except for US federal holidays), and 24 hours per day, 7 days per week for Priority 1 Issues.

“Month” means a calendar month.

“Service Credit” shall mean the credit issued for a Service Outage as set forth below in Section 3.

“Service Outage” shall mean an event where LiveAction has failed to meet the Service Level in Section 2(a) below.

2. Service Level.

(a) Service Level. LiveAction warrants: (i) that the Availability Percentage of the SaaS Software shall be at least 99% during each Month (“Service Level”): and (ii) the functionality or features of the SaaS Software may change but will not materially decrease during any paid term. The warranties in this SLA apply solely to Your use of the SaaS Software within Your permitted Service Limits.
(b) Scheduled Maintenance. LiveAction may schedule downtime or periods when the SaaS Software will be unavailable so as to improve, repair or otherwise maintain the SaaS Software (“Scheduled Maintenance”). LiveAction will make commercially reasonable efforts to notify Your designated point of contact by phone or email at least one (1) week in advance of upgrades, maintenance and other planned activities that may result in an interruption in the SaaS Software. LiveAction will use commercially reasonable efforts to ensure all such Scheduled Maintenance shall: (i) last no longer than two hours; (ii) be scheduled during weekend hours or between the hours of 11 p.m. and 5 a.m. Eastern; and (iii) occur no more frequently than twice/month excluding emergency maintenance as detailed in section 2(c); provided that LiveAction may request Your approval for extensions of Scheduled Maintenance.
(c) Emergency Maintenance. On occasion, emergency maintenance may be required to address material security-related issues or technical problems that would impact the availability of the SaaS Software and resolution of which cannot wait until the next Scheduled Maintenance or cannot be remedied in the course of Scheduled Maintenance (“Emergency Maintenance”). LiveAction shall use commercially reasonable efforts to notify Your designated point of contact by phone or email at least two (2) hours in advance of any Emergency Maintenance, and if possible to post on the SaaS Software an appropriate message, where possible, but in any event shall promptly notify You of the Emergency Maintenance and actions being taken in the course thereof once LiveAction becomes aware of an occasion requiring Emergency Maintenance.

3. Service Credits.

(a) Service Credit Amount. In the event that the Availability Percentage for a Month falls below the Service Level set forth in Section 2(a) of this SLA, then a Service Outage will have occurred and You, within 30 days of the end of the applicable Month, may request a Service Credit equal to 1% of the Month’s subscription fee for the affected Service for each 1% by which the Availability Percentage falls below the Service Level. The maximum amount of the Service Credit is 50% of the monthly subscription fee.
(b) Claims for Service Credit. Any claims for a Service Credit shall be made by You to LiveAction’s customer support organization by email to [email protected]. LiveAction will investigate the claim and will endeavor to respond back to You within fourteen (14) days of receipt of the notification of a claim from You, either (i) accepting Your Service Outage claim, or (ii) with details and documentation supporting a dispute of Your Service Outage claim, in which case the parties shall resolve any such dispute promptly in good faith. Service Credits obtained by You shall have no cash value but will apply as set forth herein against future invoices. Credits will not apply to any other form of Services provided by LiveAction. Your sole and exclusive remedy, and LiveAction’s sole and exclusive liability, in the event of a Service Outage, shall be to receive the Service Credits in accordance with the terms of this SLA.

4. Severity Definitions, Escalations and Procedures. LiveAction shall provide Support Services in accordance with the severity escalations and procedures set forth at