This WIZ AI Conversational Talkbot Usage Based Service Level Agreement (“SLA”) applies to the purchase and use of the Services, subjected to the terms and conditions of the Software As A Service Service Agreement (“Agreement”) between Wiz and Customer. Capitalized terms used in this SLA, but not defined in this SLA, have the meaning set forth in the Agreement. This SLA only applies to the purchase and use of the Services for a fee, and shall not apply to any free Services or trial Services provided by Wiz.
1) Scope and Definitions
In this Agreement, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires:
“Downtime” means:
- Loss of external connectivity to Application Portal;
Downtime excludes:
- loss of external connectivity due to non-availability of internet connectivity on Customer User’s end;
- loss of external connectivity due to Customer User’s equipment or device;
- failure of Services due to (including but not limited to) external services, connectivity, system, software, and hardware that are not owned and/or managed by Wiz;
- Downtime Period less than five minutes;
- Downtime during Scheduled Maintenance;
- all talkbots are engaged in calls.
“Service Credit” means the percentage of the Annual Subscription Fee for the affected Service that is credited to Customer for a validated claim following the service credit claim process under Section 3.
“Annually Uptime Percentage” means the total number of minutes in a calendar year, minus the number of minutes of Downtime in the calendar year, divided by the total number of minutes in the calendar year.
“Scheduled Maintenance” means the maintenance work related to network, hardware, or software maintenance or upgrades. Wiz will perform scheduled maintenance at our discretion. Customer will be given Notices (i) at least 72 hours prior to the Scheduled maintenance; and (ii) at least 3 hours for hot fixes.
“Annual Platform Subscription Fee” means the platform subscription fee that Customer pays on Premier Plan or Enterprise Plan for a year.
“Pay-per-use usage fee” means the cost per minute charges of connected calls that Customer pays on the Pay-per-use Basic Plan.
“Application Portal” means WIZ AI Talkbot web portal for clients to check daily statistics or reports.
“Business Hours” means from 9 A.M. to 6 P.M. (GMT+8) on a Business Day.
“Business Days” means Monday to Friday excluding weekend and Public Holidays
“Response Time” means the time period calculated from the time of receipt of support service request to the time of acknowledgement given by the Wiz employee assigned to the support service request. Response Time calculation does not include periods outside of the Business Hours.
“Resolution Time” means the time period calculated from the time of acknowledgement given by the Wiz employee assigned to the support service request to the time that the issue reported in the support service request has been resolved to a level of satisfaction deemed acceptable by Wiz. Resolution Time calculation does not include periods outside of the Business Hours.
2) Service Level Objective
Wiz shall endeavour to provide Annually Uptime Percentage for no less than 99.5% of each calendar year as the Service Level Agreement (“SLA”). If Wiz does not meet the SLA, only exclusively customers paying the Annual Platform Subscription Fee, and have made on a timely basis all payments due, shall be entitled to claim a Service Credit in accordance with Section 3 herein. The SLA does not apply to any exclusions described in Section 5.
3) Service Credit
- Customer paying the Annual Platform Subscription Fee may file a claim for Service Credit should the Customer believe that the SLA in connection with your use of the Service is not met in any calendar year within 30 days of the preceding month. The claim must include at least the following information: A detailed description of the incident, including the logs or messages for request failure documenting the errors and date, time, and duration for the claimed Downtime;
- Wiz will make a determination in good faith based on its system logs, monitoring reports, configuration records, information provided by Customer and other available information. Decision or determination made by Wiz relating to the claim shall be final and binding on Customer.
- Service Credit to be provided as follows:
| Annually Uptime Percentage | Service Credit |
| Lower than 99.5% but equal to or higher than 99% | 1% of the Annual Subscription Fee |
| Lower than 99% but equal to or higher than 95% | 2% of the Annual Subscription Fee |
| Lower 95% | 5% of the Annual Subscription Fee |
- The aggregate maximum number of Service Credits to be issued by Wiz to Customer for any and all Downtime that occur in a single billing year will not exceed 5% of the amount due by Customer for the applicable Service for the applicable billing year. Service Credits will be made in the form of a credit applied to off-set the Annual Subscription Fee of the following billing year.
- If Customer does not comply with these requirements in accordance with Section 3 herein, Customer will forfeit its right to receive a Service Credit.
- The Service Credits shall be the Customer’s sole and exclusive remedy for Wiz’s failure to meet the service levels described herein. For the avoidance of doubt, under no circumstances will any damages accrue to the Customer in the consequence of a failure by Wiz to meet the service levels herein nor will such failure constitute a breach of the terms of the Annual Platform Subscription entitling the Customer to terminate the agreement thereto except as expressly provided herein.
4) Support Service Request
- Customer may raise a support service request to Wiz through appointed Wiz representative or Wiz official support channel.
- Parties agree that the following priority definitions and associated Response Time and Resolution Time below shall be used as a guideline in Wiz’s support service.
| Incident Priority | Priority Definition | Response Time |
| Urgent | The most urgent “business critical” cases that could have a significant impact on Wiz or the Customer’s business value. | First response in 8 straight hours and keep less than 24 straight hours of later update frequency |
| High | Major issue that severely impacts the Customer’s use of the Software for production purposes, such as the loss of production data or where production systems are down or not functioning, and no workaround exists. | First response in 8 work hours and keep less than one workday of later update frequency |
| Normal | Serious issue or production error within the software where the Customer’s system is functioning for production purposes but in a degraded or restricted capacity (workaround is available) | First response in 2 workdays and keep less than 3 workdays of later update frequency |
| Low | Medium-to-low issues; main parts of product continue to function Request Enhancement or Internal Questions; Low priority requests: little to no business impact. Product questions, feature requests, etc. | First response in 5 workdays and keep less than 5 workdays of later update frequency |
5) Data Processing and Retention
- Return or Deletion of Customer Content. Wiz will, store any Customer Content received in respect of the Services, for a maximum of 6 months.
- Upon expiration or termination of the Agreement, Wiz shall destroy or otherwise dispose of any of Customer Data in its possession unless Wiz (i) is requested by Customer to extend the term of the Support Service Request as permitted in the Support Service Request to allow Customer to retrieve Customer data, or (ii) receives, no later than thirty (30) days before the effective date of the termination of this agreement, a written request for the delivery to Customer of the then most recent back-up of the Customer Data. In such case, Wiz shall use reasonable commercial efforts to deliver the back-up to Customer, provided that Customer has, at that time, paid all fees and charges outstanding and owed at termination. Customer shall pay all reasonable fees and expenses incurred by Wiz in returning or disposing of the Customer Data.
- Retention Required by Law. Notwithstanding anything to the contrary in this Section, Wiz may retain Customer Data, or any portion of it, if required by applicable law or regulation, including Applicable Data Protection Law, provided such Customer Data remains protected in accordance with the terms of the Agreement, and Applicable Data Protection Law.
6) Exclusions
The SLA does not apply to any:
- features or Services designated Alpha or Beta;
- User Acceptance Test (“UAT”) and other testing environment;
- Customers exclusively paying the Pay-Per-Use Usage Fee that does not include the Annual Platform Subscription Fee.
- events that are outside of our reasonable control, including any events of force majeure such as earthquakes, downtime of the relevant submarine communication cables, failure of telecommunications infrastructure or systems, riots, Acts of God, etc.;
- events that result from any actions or inactions on Customer part in connection with Customer use of the Service, including Customer User negligence or authorize operations;
- events that arise out of Customer or any third parties’ (not under our direct control) equipment, software, and/or technology, or relevant configurations not directly operated by Wiz;
- events that result from Customer failure to adhere to any required configurations for the use of the Service;
- events that result from any faults or configuration changes on the networks or equipment which do not belong to Wiz;
- events that result from your illegal or unlawful use of the Service, events that result from Customer breach of any of the terms and conditions of the Agreement, or failure to observe Wiz’s product usage documentation and usage suggestions;
- events that result from Customer non-payment of any charges payable to Wiz;
- events that result from critical accidents or failure of third party internet service provider(s) or maintenance providers pursuant to applicable agreements;
- events that result from loss or leakage of data, tokens, passwords, and ssh-key due to Customer’s users’ improper maintenance;
- features or Services excluded from the SLA;
- features or Services that have been deprecated.
7) Additional Terms
- In the event of any inconsistency between Customer and Wiz’s system records relating to Customer claim, unless the discrepancy is caused by any material error or malfunction of Wiz’s system, Wiz’s system record shall always prevail and be the final and conclusive reference for calculating the Service Credits to be provided to Customer.
- The Service Credits provided in this SLA are Customer sole and exclusive remedy for any failure in the performance of the Service and WIZ shall not be liable to the you or any person claiming through you for any direct, indirect, consequential or incidental damages or losses or expenses whatsoever, including but not limited to, loss of profits or business and irrespective of whether the claim arises in contract, tort (including negligence), or otherwise.
- This SLA shall constitute part of the Agreement for Customer purchase and use of the Service.