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Service Level Agreement

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    1. Service Levels Agreement:
        1. Service Commitment. Lucidum shall use commercially reasonable efforts to maintain availability of the Lucidum Service with a Monthly Uptime Percentage (defined below) of no less than 99.9% in any given calendar month. If Lucidum is unable to meet this Monthly Uptime Percentage in any month, you will be eligible to receive a Service Credit to be applied as described below.

        1. Definitions. “Monthly Uptime Percentage” is the percentage of time during each applicable month in which Subscriber can access the features and functions of the production instance of the Service, less any periods that the Service is Unavailable.

        1. “Unavailable”. Lucidum Service is in a state of “Unavailable” if the Service:
            1. Is inaccessible through the internet, excluding scheduled maintenance windows.

            1. When using valid access credentials, each Authorized End User is unable to log into the Service.

          In the event that an unscheduled interruption occurs, Lucidum will use commercially reasonable efforts to resolve the problem and return the Service to availability as soon as practical. During these scheduled and unscheduled interruptions, Subscriber may be unable to transmit and receive data through the Service. Subscriber agrees to cooperate with Lucidum during the scheduled and unscheduled interruptions if assistance from Subscriber is necessary to restore the Service to working order.

          In the event that the Service is unavailable as result of any of the following causes, those periods during which Subscriber is unable to access the features and functions of the Service will not be included in the monthly calculation of “Unavailable”:

            1. Maintenance: Scheduled interruptions to conduct normal software or hardware upgrades may occur, and Lucidum does not warrant uninterrupted availability of the Service. In the event of any scheduled interruption, Lucidum will distribute a notification via email to the most recent Subscriber email address provided according to the following schedule:
                1. At least two (2) weeks in advance of a major service update;

                1. within forty-eight (48) hours of standard scheduled maintenance events’

                1. within twelve (12) hours of other non-standard emergency maintenance.

            1. Subscriber’s use of the Service in excess of the Baseline.

            1. Any window of time when Subscriber agrees that Service availability or unavailability will not be monitored or counted.

            1. If Service is unavailable because Subscriber did not make required manual updates within 60 days, Unavailability resulting from this failure will also not be included in the monthly calculation of “Unavailable”. Any associated Lucidum software or Installable Component provided as part of the Service that requires the Subscriber to make manual updates should be completed within sixty (60) days of the Service update.

            1. Unavailability resulting from Subscriber’s software or systems, as well as third party software and systems used in Subscriber’s environment.

            1. Subscriber acts or omissions including, without limitation, the following:
                1. Authorized End User’s use of any programs not supplied by Lucidum;

                1. Subscriber’s failure to comply with the terms and conditions of the Agreement;

                1. Failure to configure the Service according to the provided documentation (as determined in Lucidum’s sole discretion), including, without limitation, configuration errors and improper or unintended usage of the Service;

                1. Authorized End User’s failure to upgrade or update the Lucidum Installable Components and End User configurations within required timeframes.

            1. In addition to the above, certain configuration changes can also cause the Service to be unavailable. These configurations are those that are adjusted at the Subscriber’s discretion and, therefore, Lucidum cannot always be prepared to respond to these changes. As a result, any period(s) of unavailability resulting from any of the configuration changes included in the following list, without sufficient notice given to Lucidum to resize the environment accordingly, will also not be included in the monthly calculation of “Unavailable”:
                1. An increase in the Baseline number of Assets, Users, or Data being concurrently monitored by the Service that exceeds 25%.

            1. Unavailable state caused by Subscriber’s or Subscriber’s Affiliates or agents, including incidents caused by Subscriber’s configurations, software, hardware, web services or other technologies used by Subscriber.

            1. Unavailable state attributable to general downtime of any of Lucidum’s downstream cloud services and infrastructure providers.

            1. Unavailable state resulting from denial-of-service attacks, virus attacks, or hacking attempts.

            1. Any other circumstances that are not within Lucidum’s reasonable control, including availability of the Internet. Non-availability of certain features of functions of the Lucidum Service is also excluded if such features or functions do not materially impair the use of the Service.

            1. Unauthorized use of the Service. Subscriber is responsible for all activities that occur under its and its Authorized Users’ usernames, passwords, or accounts. Lucidum is not responsible for any losses arising due to any breach of this Agreement by any Authorized User or any other personnel, agent, or advisor of Subscriber. Subscriber will notify Lucidum immediately of any unauthorized use of the Service.

            1. Force Majeure. If Lucidum is prevented from carrying out any of its service levelundertakings as a result of an act of God, strikes, fire, riot, war (whether declared or not), terrorism, embargoes, export control, international restrictions, shortage of transport facilities, any order of any international authority, any court order, any requirements of any authority or other competent local authority, other technology failures, pandemic or epidemic (or similar regional health crisis), or any other circumstances whatsoever which are not within the reasonable control of Lucidum, then Lucidum will be deemed to have been relieved of the performance of these service level under takings to the extent that and for so long as it is so prevented from performing, this agreement will be deemed to have been suspended to such extent and for the period concerned.

        1. Service Credits: If Lucidum is unable to meet their Service Commitment in any calendar month and Subscriber submits a request for credit, Lucidum will provide to Subscriber a service credit for the Unavailability (a “Service Credit”).
            1. Service Credit Calculation: Subscriber will receive a Service Credit equal to five percent (5%) of the applicable SaaS fees for the month in which the outage event(s) occurred for every one percent (1%) that the Monthly Uptime Percentage falls below 99.9%, up to the maximum of twenty five percent (25%) of the applicable SaaS fees for that month. To receive a Service Credit, Subscriber must submit a request to Lucidum within fifteen (15) days following the month in which the outage event(s) occurred. The Service Credits set forth here are Subscriber’s sole and exclusive remedy for not achieving the Monthly Uptime Percentage.

            1. Service Credit Application: Any Service Credit will be applied against the subsequent billing cycle invoice for the SaaS fees or additional SaaS fees due to Lucidum. In no event shall any SaaS fees be refundable.

        1. Service Request: Lucidum will provide Subscriber’s support personnel with Business Weekdays (Excludes Holidays) technical support to answer Subscriber’s routine questions and assist Subscriber in solving problems with the Service. Technical Support is accessible via the Lucidum Customer Success Portal. Lucidum Customer Success Portal may include any of the following: a knowledge base, on-line case tracking, frequently asked questions, and user documentation. If appropriate, Subscriber will cooperate with Lucidum to allow and enable Lucidum to perform technical support via remote connection using standard, commercially available remote software. Subscriber shall be solely responsible for instituting and maintaining proper security safeguards to protect Subscriber systems and data. This technical support is not available to Unauthorized End Users. Before contacting Lucidum’s Customer Success Team, be sure to have the following information available:
            1. Clear problem description and business impact.

            1. Steps to reproduce the issue if applicable.

            1. Applicable error message, Service, and Components version.

            1. Detailed questions or request for Lucidum Customer Success Team.

        1. Response Time: Lucidum will use commercially reasonable efforts to respond to each request reported according to the following time frames (as used herein, the term “business hours” refers to 8am–8pm EST on weekdays, holidays excluded):
          Severity LevelDefinitionResponse time & Initial Status Update*Minimum Update Frequency
          1Production system outage or critical business system. Impact such that users cannot reasonably operate1 Business HoursEvery 2 Business Hours
          2Major issue causing impact to4 Business HoursEvery 4 business hours
          3Minor issue causing minimal user impact4 Business HoursEvery Business Day
          4General questions or issue not impacting users1 Business Day5 Business Days

          *Business Hours 8am-8pm EST weekdays, holidays excluded

        1. Changes: Lucidum reserves the right to make changes to this Software-as-a-Service Level agreement. Any changes will be published at: <a href=”https://lucidum.io/service-level-agreement”>https://lucidum.io/service-level-agreement

    1. Terms and Conditions | Master Service Agreement
        1. Rights to Use. During the Term and subject to the terms and conditions of this Agreement, Lucidum hereby grants to Subscriber a non-exclusive, non-transferable, irrevocable (subject to Lucidum’s right to terminate the Agreement), and non-sublicensable license to:
            1. Access and use the Software-as-a-Service Component, documentation, and Lucidum Customer Success Portal;

            1. For the sole purpose for Subscriber’s internal business purposes.

            1. Without limiting the prior sentence, all use of the Service must be in accordance with the documentation and subject to any use limitations indicated in the applicable Ordering Document.

        1. Restrictions. Subscriber may not, directly or indirectly, and may not authorize any third party to:
            1. Decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, structure, ideas, algorithms, or associated know-how, or reconstruct or discover any hidden or non-public elements, of the Service (except to the extent expressly permitted by applicable law notwithstanding this restriction).

            1. Translate, adapt, or modify the Service Assets.

            1. Write or develop any program based upon the Service Assets, or, to the fullest extent permitted by applicable law, otherwise use any portion of the Service Assets in any manner for the purpose of developing, distributing or making accessible products or services that compete with any portion of the Service Assets.

            1. Sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in the Service Assets or any rights thereto.

            1. Permit any portion of the Service Assets to be used by any persons other than Authorized Users.

            1. Transmit to or from the Service any data, materials or other content that infringes, misappropriates or otherwise violates any third-party intellectual property or other rights.

            1. Alter or remove any trademarks or proprietary notices contained in or on the Service Assets.

            1. Circumvent or otherwise interfere with any authentication or security measures of the Service or otherwise interfere with or disrupt the integrity or performance thereof.

            1. Use any portion of the Service Assets in violation of or non-compliance with any applicable laws, rules or regulations (including regarding export controls).

            1. Subscriber acknowledges that Lucidum may, but is under no obligation to, monitor Subscriber’s use of the Software-as-a-Service Component. Lucidum may suspend Subscriber’s or any Authorized User’s access to the Software-as-a-Service Component for any period during which Subscriber is, or Lucidum has a reasonable basis for alleging Subscriber or such Authorized User is, in noncompliance with any of the prohibited actions in this Section.

            1. Subscriber must promptly notify Lucidum in writing if it becomes aware of, or has reason to believe, that any of the prohibitions listed in this Section has been breached by Subscriber or any Authorized User.

        1. Professional Services. Lucidum will use commercially reasonable efforts to perform the Professional Services, if any, set forth in each Ordering Document. Nothing in this Agreement or any Ordering Document will limit or prevent Lucidum from developing similar work product or deliverables for any third party. Any and all technology in any form or medium, including software and other works of authorship, data, databases, and collections of data, inventions (whether or not patentable) or discoveries, trade secrets and confidential information, and any processes, know-how, or techniques, in each case, that is conceived, developed, or reduced to practice by or on behalf of Lucidum in connection with the Professional Services (collectively, “Developed IP”) is solely owned by Lucidum. Any Developed IP that Lucidum incorporates into the Service or Documentation is deemed covered by the license to Subscriber.

        1. Prices. Prices for the Service is set forth in the fee schedule provided in the Service Agreement. Unless stated otherwise in the fee schedule, prices may be changed at any time by Lucidum with at least thirty (30) days prior notice to Subscriber.

        1. Taxes. Subscriber is responsible for tariffs, telecommunications surcharges, or other governmental charges due in connection with Lucidum’s provision of Service to Subscriber. To the extent this Agreement includes the provision of Service which is determined to be subject to transaction taxes or which become taxable at some future point in time, and if Lucidum is required by law to pay or collect any local, value-added, goods and services, or any other similar taxes or duties based on the Service provided, then Lucidum shall separately state such taxes in addition to the prices for Service, and Subscriber agrees to pay such amounts. In no event shall Subscriber be responsible for any taxes related to Lucidum’s income. Lucidum will not collect sales taxes from Subscriber within jurisdictions in which Lucidum is not required to be licensed to collect such taxes or when Lucidum receives a properly executed exemption certificate from Subscriber, nor will Lucidum assume liability for any uncollected taxes, in such circumstances.

        1. Terms of the agreement. This Agreement shall commence as of the Effective Date and shall terminate one (1) year from the Billing Commencement Date (“Term”). Thereafter, the Agreement shall automatically renew for successive one (1) year periods unless either party gives the other written notice of intent to terminate and not renew at least thirty (30) days prior to the end of the initial term or any renewal term. Any Service Order issued under this Agreement within the last three months of the initial Term or any renewal term shall be for a minimum one (1) year period beginning with the date the Service Order is executed, unless otherwise agreed by the Parties. Any Service Order extending past the then-current Term of this Agreement shall be completed as if this Agreement remained fully in effect, and this Agreement shall be deemed extended through the termination date of the Service Order.
          Such notice of termination must be delivered to Lucidum, if at all, within thirty (30) days of the event giving rise to the termination right. Other than as expressly set forth in this Section, Subscriber shall not have the discretionary right to terminate this Agreement or any Service Order prior to the expiration of the applicable Term. If this Agreement (or any applicable Service Order) is terminated prior to expiration of the Term for any reason other than as set forth in this Section “ Subscriber Discretionary Termination” or material breach by Lucidum, then, in addition to any other rights and remedies Lucidum may have, Subscriber shall pay a termination fee equal to monthly recurring fees for the remainder of the initial or renewal Term, as may be amended by any Service Order (which the parties acknowledge as liquidated damages reflecting a reasonable measure of actual damages and not a penalty). Prepaid Services are not refundable. The AUP is attached as AUP and incorporated hereto by reference.

        1. General Termination Rights. Either party may terminate this Agreement for material breach by the other party upon written notice of not less than thirty (30) days and failure to cure the breach within the notice period, except that such notice period shall be shortened to ten (10) days for Subscriber’s failure to pay invoices when due.

        1. Subscriber’s Discretionary Termination. Subscriber may terminate this Agreement upon written notice of not less than thirty (30) days in the event of any of the following:
            1. Lucidum makes changes to its Acceptable Use Policy (the “AUP”), which materially and adversely impair Subscriber’s use of the Service and which are objectionable to Subscriber.

            1. Lucidum modifies or updates the Service in a manner which materially and adversely impairs the function or performance of the Service provided to Subscriber.

            1. Lucidum initiates any single price increase or series of price increases over any twelve-month period, which increase Subscriber’s total monthly bill by more than fifteen percent (15%).

            1. Subscriber has the right to terminate under the provisions of the Service Level Agreement applicable to the Service provided by Lucidum to Subscriber.

        1. Lucidum Additional Rights to Terminate or Restrict Service. Lucidum reserves the right (but shall have no obligation) to take additional action, up to and including termination, in the following limited circumstances:
            1. With or without notice, Lucidum may modify or terminate any or all Service or restrict Subscriber’s use in whole or in part if, in Lucidum’s sole judgment, use of the Service by Subscriber or its end users:
                1. presents a material security risk or will interfere materially with the proper continued operation of a Lucidum Service or related Service;

                1. is subject to an order from a court or governmental entity stating that such use generally or for certain activities must stop. Where permitted under the relevant court or governmental order, Lucidum will notify Subscriber of such order promptly so that Subscriber will have an opportunity to respond to the order. Lucidum also will notify Subscriber promptly of any security risks identified under subsection (i) above and any action taken by Lucidum with respect to such security risks.

            1. Upon notice of not less than seven (7) days and failure to cure within the notice period, Lucidum may modify or terminate any or all Service or restrict Subscriber’s use in whole or in part if, in Lucidum’s reasonable judgment, use of the Service by Subscriber or its end users:
                1. violates applicable laws or governmental regulations, including, without limitation, consumer protection, securities regulation, data privacy, data transfer and telecommunications laws;

                1. violates or infringes any intellectual property right of Lucidum or a third party;

                1. violates export control regulations of the United States or other applicable countries;

                1. otherwise violates Lucidum’s AUP.

            1. Notwithstanding anything to the contrary in this Agreement, Lucidum reserves the right to take whatever steps are necessary to comply with the shorter notice periods or other requirements of any applicable law or regulation of the jurisdiction where Service is performed.

        1. Effect of Termination. Upon termination, all rights granted to Subscriber under this Agreement terminate immediately. Subscriber shall deliver to Lucidum written instructions for disposition of all data files in Lucidum’s possession within thirty (30) days of the notice of termination. Return, transfer, or back up of data files shall be at Subscriber’s expense. If written instructions are not received within thirty (30) days of the notice of termination, Lucidum will be authorized to destroy all files upon cessation of Service and completion of the Transition Period set forth in, if applicable. Any such return, transfer, back up, or destruction is subject to any applicable law or governmental regulation. Subscriber remains liable to pay Lucidum for the Service received through the date of termination of this Agreement and for any periods during which Subscriber is still receiving all or some portion of the Service. Upon termination of this Agreement or any applicable portion of the Service, Subscriber shall relinquish use of any internet protocol addresses or address blocks assigned to it by Lucidum in connection with the applicable Service.

        1. Announcements and Promotion. Neither party will issue any press releases or use the logo of the other party in an advertisement or other public announcement relating to this Agreement or the relationship between the parties without the prior written approval of the other. Subscriber agrees that Lucidum may include Subscriber’s name in listings of Lucidum’s Subscribers.

        1. Third-Party Components. The Service may use or include third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided under the terms of this Agreement, nothing in this Agreement prevents, restricts, or is intended to prevent or restrict Subscriber from obtaining Third-Party Components under the applicable third-party licenses or to limit Subscriber’s use of Third-Party Components under those third-party licenses. A list of all Third-Party Components in the current version of the Service, as updated from time to time, is available via Lucidum Customer Success Portal.

        1. Indemnification.Lucidum.
            1. Lucidum will defend, or at its option settle, any claim brought against Subscriber by a third party to the extent it alleges that Subscriber’s use (as authorized in this Agreement) of any aspect of the Service during the Term at the time of the claim constitutes a direct infringement of any intellectual property or proprietary rights of any third party (each, a “Claim“).

            1. Lucidum will pay any damages awarded in a final judgment (or amounts agreed in a monetary settlement) in any such Claim defended by Lucidum; provided that Subscriber provides Lucidum:
                1. prompt written notice of;

                1. sole control over the defense and settlement of;

                1. all information and assistance reasonably requested by Lucidum in connection with the defense or settlement of, any such Claim.

            1. If any such Claim is brought or threatened, Lucidum may, at its sole option and expense:
                1. procure for Subscriber the right to continue to use the applicable infringing parts;

                1. modify the Service to make it non-infringing, such modification to not substantially impact the Service;

                1. replace the affected aspect of the Service with non-infringing technology having substantially similar capabilities;

                1. if none of the foregoing is commercially practicable, terminate this Agreement.

            1. Notwithstanding the foregoing, Lucidum will have no liability to Subscriber:
                1. for any use of the Service in combination with software, products, or services not provided by Lucidum, to the extent that the Service would not be infringing but for such combination or modification;

                1. for, or where any infringement arises as a result of, Subscriber’s failure to use the Service in accordance with this Agreement; or

                1. for any claims for which Subscriber has an obligation to indemnity Lucidum.

            1. This Section states Lucidum entire liability, and Subscriber’s exclusive remedy, for claims or alleged or actual infringement.

          Subscriber.

            1. Subscriber will defend or, at its option, settle, any claim brought against Lucidum by a third party (including any regulatory authority) alleging that the use by or on behalf of Lucidum of the Subscriber Data or any other Lucidum data obtained pursuant to a request from Subscriber in accordance with this Agreement infringes or misappropriates any third party’s rights or violates any laws; provided, that Lucidum provides Subscriber with:
              1. prompt written notice of;

              1. sole control over the defense and settlement of;

              1. all information and assistance reasonably requested by Subscriber in connection with the defense or settlement of, any such claim. Subscriber will pay all damages finally awarded against Lucidum (or the amount of any settlement Subscriber enters into) with respect to such claim defended by Subscriber. Lucidum may appear in connection with such claims, at Subscriber’s expense, through counsel reasonably acceptable to Subscriber.

        1. Acceptable Use. Subscriber of record is responsible for all use of the Service and colocation space, including any areas for which Subscriber has been granted access.

        1. Use of Material. Subscriber may not store or distribute certain other types of material. Examples of prohibited material include, but are not limited to, programs containing viruses or Trojan horses and tools to compromise the security of other sites, tools used to collect email addresses for use in sending bulk email, or tools used to send bulk mail.

        1. System Security
            1. Each Lucidum Subscriber account receives a six-digit access and billing account number and a default account password. Subscriber is responsible for changing his or her password when the account is activated through Lucidum Customer Success Portal and have the password changed regularly. This password allows access to Lucidum Customer Success Portal and is also used for Customer security verification.

            1. The Subscriber is prohibited from utilizing Lucidum resources and systems to unlawfully compromise or tamper, or attempt to compromise or tamper with the security of any system located on Lucidum’s network or the Internet.

            1. Lucidum will also fully cooperate with law enforcement authorities in investigating suspected criminal activity.

        1. Email, Bulk Email, Mailing Lists. The sending of any form of unsolicited bulk email or digital communication through Lucidum’s Service or network is prohibited. Subscriber agrees to comply with the GDPR or CAN-SPAM Act.
            1. If Lucidum finds a violation of the above Bulk Email policy, it has the right to block access to Subscriber’s Service at the router level or immediately suspend that Subscriber’s account without prior notice or warning.

        1. Automation. Leveraging the power of Lucidum Service to take action is encouraged. However, any action found not to comply with the Law or see as malicious in nature will not be tolerated. Subscriber agrees to comply with all law enforcement requests in how and when automations may be involved.

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