Addendum SLA
Service Level Agreement (SLA)

This Service Level Addendum (“SLA Addendum”) is incorporated into, and made a part of, the Service Order that references this SLA Addendum, and constitutes a part of the MSA (as defined in the Service Order) between Tealium and Customer (as identified in such Service Order).

1.         Definitions.  

(a)       “Monthly Uptime Percentage” means the percentage of time within a given calendar month the Services are Available. “Available” or “Availability” means the Service is in an operable state, and the Service can be accessed through programmatic access (APIs, tags, HTTP requests/responses) or user interface access as applicable to the particular Service. Solely for Delivery Network performance, “Available” means Delivery Network servers are responding to requests for Libraries.  

(b)       “Monthly Subscription Amount” means the contracted amount for the Services for the Service Term, divided by the number of months in the Service Term (excluding fees for implementation, managed, and professional services and Additional Usage Fees).

(c)       A “Service Credit” is a credit, calculated as set forth below, that Tealium may credit towards future invoices to Customer.

(d)       “Delivery Network” means the content delivery network service providers used in connection with certain Services for the purpose of serving Tealium JavaScript or other Service related files  (“Libraries”) to Digital Properties.

(e)       “Incident” means a P1, P2 or P3 problem with the Service.

(f)        “Priority 1” or “P1” Incident means a critical defect in which the Tealium Service has a devastating impact on Customer’s Digital Property. For example, the Digital Property is not rendering due to the Tealium tag, deployed Libraries are not being delivered by the Delivery Network directly causing business critical content to not display, the Services have widespread outages or are otherwise inaccessible, and the deployment has been “rolled back” to a previously published (and previously working) version which did not resolve the issue.

(g)      “Priority 2” or “P2” Incident means a material defect in which the Services are functioning but Customer is unable to use a material portion of the Services. For example, the Delivery Network is continuing to deliver Libraries but the Service’s publish capability is unavailable, and a material component is unavailable ormalfunctioning with no workaround available.

(h)      Priority 3 or P3 Incident means a minor defect in which the Services are functioning, however there is a non-critical error or bug that causes one or more non-critical functions of the Services not to work as intended. For example a bug within an extension or tag that may be resolved using a workaround.

(i)       Response Time means the amount of time between Tealiums learning of an Incident or Customers notification to Tealium of an Incident, and Tealium acknowledging notification of the Incident and assigning resources to commence resolution of the Incident.

(j)       Resolution Time means the amount of time from Response Time within which Tealiums goal is to resolve the Incident and restore the adversely impacted Services functionality to normal operation.

(k)      Force Majeure means any cause beyond such Party’s reasonable control, including but not limited to the weather, unavailability of utilities or communications services (including access to the Internet), civil disturbances, acts of civil or military authorities, or acts of God.

2.         Service Uptime Commitment. Tealium will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage of at least 99.9% during any month (the “Service Commitment”). In the event the Services do not meet the Service Commitment, Customer will be eligible to receive a Service Credit as described below.

3.         Service Credits. Service Credits are calculated as a percentage of the Monthly Subscription Amount for the specific Service for the month in which the Service Commitment for a particular Service was not met in accordance with the schedule below. Tealium will apply any Service Credits only against future payments. If Customer has prepaid in full for all Services under the MSA, in the event the MSA expires and is not renewed, Customer will be entitled to a refund of the Service Credit amount upon written request to Tealium. Customer’s sole and exclusive remedy for any failure of the Services to meet the Service Commitment is the receipt of a Service Credit in accordance with the terms of this SLA. Service Credits may not be transferred or applied to any other Customer account.

  • If the Monthly Uptime Percentage is less than 99.9% but equal to or greater than 99%, then the Service Credit will equal 10% of the Monthly Subscription Amount.
  • If the Monthly Uptime Percentage is less than 99%, then the Service Credit will equal 20% of the Monthly Subscription Amount.

4.         Credit Request and Payment Procedures. To receive a Service Credit, Customer must submit a request by sending an e-mail message to services@tealium.com. To be eligible, the credit request must (a) include a reasonably detailed list of the instances of unavailability that together evidence Tealium’s failure to meet Service Commitment in a given month; (b) include, in the body of the e-mail, the dates and times of each incident that Customer claims to have experienced; (c) include Customer’s additional information (e.g. server request logs) that document and enable Tealium to corroborate Customer’s claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks); and (d) be received by Tealium within ten (10) business days after the end of the month in which the Service Commitment was not met. In order for Credit to be awarded, Tealium must be able to independently verify the instances of unavailability reported by Customer pursuant to this Section 4.

5.         SLA Exclusions. The Service Commitment does not apply to any Service unavailability or other performance issues: (a) caused by factors outside of Tealium’s reasonable control, including any Force Majeure event or Internet access or related problems beyond the demarcation point of Tealium’s network or the Delivery Network; (b) that result from any actions or inactions of Customer or any third party; (c) that result from Customer’s equipment, software or other technology or third party equipment, software or other technology (other than third party equipment within Tealium’s direct control); (d) arising from the suspension and termination of Customer’s right to use a Service in accordance with the MSA; or (e) arising from scheduled downtime for system or network maintenance. Force Majeure means a cause beyond such Party’s reasonable control, including but not limited to the weather, unavailability of utilities or communications services (including access to the Internet), civil disturbances, acts of civil or military authorities, or acts of God.

6.         Chronic Outage Termination Right. In addition to the Service credit remedies described in Section 3 above, if the monthly Uptime Percentage is less than 97% for 2 consecutive months or any 4 months in a rolling twelve (12) month period then Customer will have the right to terminate the Service Order for the adversely affected Services and receive a refund of any amounts paid in advance attributable to periods after the effective date of termination. In order for such termination to be effective, written notice of such termination must be received by Tealium with thirty (30) days following the month in which the right to termination arose.

7.         Tealium Technical Response Time and Resolution Time Objectives. Tealium will respond to Incidents and undertake resolution of Incidents in accordance with the following:

SeverityLevel

Description of Response Activities

ResponseTime

ResolutionTime Objective

P1 

Critical Defect

The Service is not functioning or the Service is having a devastating impact on a tagged Digital Domain.

Examples:

•  Deployed tags are not being delivered by the Delivery Network, directly causing business critical content to not display.

•  The Service has widespread outages or is otherwise inaccessible.

•  Failure impacts Customer’s ability to collect or retrieve Customer Data.

2 hours

4 hours

P2 –

Material Defect

The Service is functioning but Customer is unable to use a material portion of the Service with no workaround available.

Examples:

•  Tealium’s publish capability is unavailable.

•  Material component is unavailable or malfunctioning.

•  A material defect that has no workaround.

4 hours

2 businessdays

P3 –

Minor defect

The Service is functioning and operating regularly, however there is a non-critical error for which an operational workaround exists.

Example:

• A bug within an extension or tag that may be resolved using a workaround.

• A connector is not operational due to a Tealium defect.

• A feature within the Service is not working as documented.

Within 1business

day

30 days

    

Increasing Severity Level. Incidents may be raised one level of severity at the discretion of the Account Manager based on the severity of impact on Customer.

Decreasing Severity Level. Incidents may be downgraded by Tealium for any of the following reasons:

  • The issue is not reproducible, and is no longer impacting Customer.
  • Analysis by Customer or by Tealium determines that the severity of the issue is low enough to warrant the downgrade.
  • A suitable workaround is provided, whether temporary or permanent, which reduces the impact of the issue to that of a lower severity category
  • Tealium determines Customer is not providing the required cooperation and access necessary to enable resolution of the issue.

Root Cause Analysis (“RCA”). Tealium will perform an internal RCA for P1 Incidents within 48 hours of a P1 Incident being detected, and will be available upon request by Customer within five (5) days after resolution of the Incident.  

8.       Telephone Support Services. Tealium provides telephone support services 24 hours a day, 7 days a week (24×7) for P1 and P2 Incidents. P3 and other support services are available during Tealium’s normal business hours: Monday – Friday, 8:00am – 6:00pm local time (excluding holidays). Tealium’s offices are located in San Diego, CA (PST) and Reading, UK (GMT). Tealium’s support hotline is +1.877.443.5276.

9.           Tealium Team.  Tealium will, throughout the Term of each Service Order, designate one or more employee(s) whose role is to liaise with the Customer and ensure successful implementation and operation of the Services. During the initial deployment of the Services, Customer will have a team assigned consisting of a Deployment Manager, Deployment Engineer and the Account Manager.  The Deployment Manager will be the main point of contact for Customer and will provide project management to facilitate the completion of deployment of the Services. The Deployment Engineer is the technical resource for data layer strategy and tag configurations. The Account Manager will be the main point of contact after deployment, and will partner with Customer and act as advisor on both tactical and strategic matters to help ensure Customer is seeing the benefit of the Services and help ensure mutual collaboration. The Account Manager will also advise on recommended training opportunities and act as a point of escalation when needed for technical assistance.

10.         System Health Monitoring. Tealium provides, and Customer has access to, the Tealium Health and Status Dashboard available at https://status.tealium.com. Tealium will provide Customer the proper API interfaces to establish direct access into Heath and Status dashboard. This dashboard uses a “green”, “yellow”, and “red” system. Green is used to indicate the system is functioning as desired. Red is used to convey that an area of the Tealium system is being significantly impacted. Yellow is used to convey that a degradation of Services is occurring, but the issue has not been identified as causing a Service outage. Yellow is also used to indicate that a previously red status has been corrected, and is being monitored for continued stability. Planned maintenances are provided with 10-days advance notice. Emergency maintenances are posted as well, with as much advance notice as can be afforded based on the nature of the needed change. Emergency change notifications will follow the incident process.

11.       Subscribing. Customer may use the Health and Status Dashboard directly, and may also subscribe to receive email notifications. Email notifications are sent for every posted change, status update, or newly scheduled maintenance window. These emails contain the same information as that available on the dashboard. https://status.tealium.com is the external facing status of Tealium’s Service. 

12.       Business Continuity and Disaster Recovery.  Throughout the Service Term Vendor will maintain a commercially reasonable and industry standard business continuity and disaster recovery plan designed, implemented and tested to guard the Tealium systems against performance failures and to return the Tealium systems to full functionality as soon as reasonably practicable in the event of performance failures including, without limitation, those arising from an event of Force Majeure (the “Plan“).

Service Level Agreement v28FEB2019