NECESSITYWORKS, INC. — SERVICE LEVEL AGREEMENT

Version: 1.0 Published at: https://necessityworks.com/legal/sla Applies to: NecessityWorks, Inc. (Delaware) production Services under a paid Order Form. Does not apply during a free trial, evaluation, or proof-of-concept period — see §7(a)

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1. Scope

This Service Level Agreement (“SLA”) defines NW’s commitments regarding availability and support responsiveness for the Platform (the “Covered Services”) during a paid Subscription Term. This SLA is Customer’s sole and exclusive remedy for any failure of Covered Services to meet the commitments stated here; the Service Credit in §3 is the only remedy.

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2. Uptime Commitment

2.1 Monthly Uptime Percentage. NW will use commercially reasonable efforts to make the Covered Services available at a Monthly Uptime Percentage of at least 99.5% (“Uptime Commitment”). Enterprise Tier customers may negotiate a 99.9% Uptime Commitment via the Order Form.

2.2 Definition. “Monthly Uptime Percentage” is calculated as:

(Total minutes in the calendar month) − (Downtime minutes) − (Excluded Downtime minutes)
─────────────────────────────────────────────────────────────────────────────────────────  ×  100
(Total minutes in the calendar month) − (Excluded Downtime minutes)

2.3 “Downtime” means a period of five (5) or more consecutive minutes during which all Authorized Users are unable to access, use, or receive the material functionality of a production Module of the Covered Services, as determined by NW’s monitoring systems. Downtime is measured per Module.

2.4 “Excluded Downtime” means unavailability attributable to any of the following:

1. Scheduled Maintenance announced at least forty-eight (48) hours in advance, limited to no more than four (4) hours per calendar month outside Customer’s primary business hours in the Customer’s designated data-residency region;
2. Emergency Maintenance reasonably required to address a security, integrity, or availability issue, announced as promptly as practicable;
3. Force Majeure events under MSA §18(e);
4. Customer’s or Customer’s Authorized Users’ acts or omissions, including unauthorized access, misconfiguration, or breach of the Agreement or AUP;
5. Failure of a third-party service not under NW’s operational control, including Customer’s internet connectivity, Customer’s single-sign-on provider, or a Subprocessor’s unrelated-to-NW service outage (an outage at a Subprocessor that is part of NW’s delivery of the Covered Services is Downtime, not Excluded Downtime);
6. Preview, beta, evaluation, or no-charge use of a feature; and
7. Suspension under MSA §13.5.

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3. Service Credits

3.1 Credit Schedule. If the Monthly Uptime Percentage for a Module falls below the Uptime Commitment in a calendar month, Customer is eligible for a Service Credit equal to a percentage of the monthly fees attributable to the affected Module for that calendar month, as follows:

Monthly Uptime Percentage	Service Credit
Less than 99.5% but at least 99.0%	10%
Less than 99.0% but at least 95.0%	25%
Less than 95.0%	50%

3.2 Aggregate Cap. The maximum total Service Credit for any calendar month is 50% of that month’s fees for the affected Module.

3.3 Form of Credit. Service Credits are issued as credits against future invoices for the same Module. Service Credits are not refundable in cash and expire upon termination of the applicable Order Form except that, if NW terminates for convenience or the Order Form terminates due to NW’s uncured breach under MSA §13.2, unredeemed Service Credits are refundable within sixty (60) days of termination.

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4. Claim Process

4.1 Notice. To receive a Service Credit, Customer must submit a written claim to [email protected] within thirty (30) days after the end of the calendar month in which the alleged Downtime occurred.

4.2 Required Content. The claim must include:

1. the affected Module and Customer’s account identifier;
2. the approximate date, time, and duration of the alleged Downtime;
3. the number of Authorized Users affected and the business impact; and
4. any error messages, ticket numbers, or other supporting evidence.

4.3 Verification. NW will verify the claim against its monitoring systems. If NW’s records confirm Downtime meeting the credit threshold, NW will apply the Service Credit to the next issued invoice. NW’s monitoring records control in the event of a discrepancy.

4.4 Good-Faith Dispute. If Customer disputes NW’s determination, the Parties will cooperate in good faith to resolve the dispute within thirty (30) days.

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5. Support

5.1 Support Hours. Standard support is available 24 hours a day, 7 days a week for Severity 1 issues. Severity 2 through Severity 4 issues are supported during NW’s business hours (0800–1800 in Customer’s primary region, Monday through Friday, excluding NW holidays), unless the Order Form provides for expanded hours.

5.2 Severity Levels.

Severity	Definition	Example
S1 — Critical	Production Service is unavailable or materially degraded for a majority of Authorized Users, with no workaround.	Platform returns 5xx errors for all users; MAAV completely nonresponsive; SOC alerts not flowing.
S2 — High	A material Platform feature is unavailable or substantially degraded for a subset of Authorized Users, or no workaround exists for a significant issue.	Single module intermittently errors; integrations sync fails; dashboards slow.
S3 — Medium	A non-critical feature is degraded, has a reasonable workaround, or an important feature has minor impact.	UI glitch in a single page; export fails for edge-case data.
S4 — Low	Question, feature request, or cosmetic issue.	How-to question; styling issue; enhancement request.

5.3 Target Response Times.

Severity	Target Initial Response
S1	One (1) hour, 24/7
S2	Four (4) business hours
S3	One (1) business day
S4	Two (2) business days

Target Response Time is measured from receipt of a support ticket that includes sufficient detail for NW to triage.

5.4 Engagement Model. For S1 issues, NW commits to continuous engagement until resolution or mutually agreed workaround, including providing Customer with a named incident commander during the active incident.

5.5 Escalation. Customer may escalate a support ticket by replying to the ticket with “Escalation Requested” and contacting the designated account team. NW will acknowledge escalation within four (4) business hours.

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6. Customer Obligations

Customer’s entitlement to Service Credits and support is conditioned on:

1. Customer’s account being in good standing and Customer having paid all undisputed invoices;
2. Customer’s use of the Services in compliance with the Agreement, AUP, and Documentation;
3. Customer’s designation of a primary support contact and, for S1 issues, availability of that contact for continuous engagement; and
4. Customer’s cooperation with NW, including timely provision of logs, screenshots, and reproduction steps reasonably requested by NW.

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7. Excluded Services

This SLA does not apply to:

1. Services designated as “preview,” “beta,” “experimental,” “evaluation,” or “no-charge,” and any free trial, evaluation period, proof-of-concept, or pilot — including one in which Customer incurs consumption-based charges (a period is not a paid Subscription Term merely because usage is metered during it);
2. Services being consumed in violation of the Agreement, AUP, or applicable law;
3. Professional Services (governed by the applicable SOW);
4. Managed-security response actions, which are governed by their own Service Description and engagement model; and
5. third-party components used in combination with the Platform that are not provided by NW as part of the Covered Services.

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8. Updates

NW may update this SLA from time to time in accordance with MSA §18(m). Material adverse changes take effect no earlier than thirty (30) days after notice. Changes that improve commitments take effect immediately.