SERVICE LEVEL AGREEMENT
This document is an addendum to the Panther Enterprise Subscription Agreement executed by Panther and Customer (the “Agreement”). Capitalized terms used but not defined in this document have the meanings assigned to them in the Agreement.
Section 1: Support Services
Primary Coverage Hours. Panther provides Support Services between 9:00 am to 5:00 pm Pacific Time (PT), Monday through Friday (the “Primary Coverage Hours”). Additionally, Panther will make commercially reasonable efforts to provide Support Services during non-business hours and on weekends.
Support Services. Panther will provide the following Support Services during the Subscription Term in accordance with this document:
Technical Support. Assist Customer during the Primary Coverage Hours to identify, analyze, and resolve challenges with the Panther Subscription Service.
Service Management. Security monitoring, change control, problem management, and escalation procedures.
Panther Subscription Service Administration. Installation and system setup, support, monitoring, response, repair, tuning, and capacity planning.
Data backup and retention. Backups of Customer Data stored within the Panther Subscription Service.
Exclusions. Panther’s obligations with respect to the other service measures set forth herein may be subject to limitations, delays, and other problems inherent to the general use of the Internet and other public networks, or caused by Customer, Users, or third parties including underlying cloud services provider(s) like Amazon Web Services (AWS) and Snowflake. Panther is not responsible for any Support Services delays or other damage resulting from problems outside of Panther’s control; however, Panther is responsible for the conduct of its third-party agents and contractors.
Issue Resolution. If the Panther Subscription Service is not accessible during the Subscription Term, except during Scheduled Maintenance described below (an “Issue”) then Panther and Customer will comply with the following resolution procedures for all Issues reported by Customer:
Reporting an Issue. Customer may report an Issue through the Panther Support Portal or Chat. When reporting an Issue, Customer will include a detailed description of the Issue.
Issue Classification. When reporting an Issue, the severity of the Issue will be classified based on the impact to Customer's business operations in accordance with the severity classification table below.
Response Time. Panther will use reasonable efforts to respond to Customer's reported Issues within the Primary Coverage Hours and within the timeframe designated below.
Severity Level
Definition
Response Time
Critical
The entire Panther Subscription Service is inaccessible or unusable.
1 Hour
High
The issue causes a significant loss of service or is a significant error.
4 Hours
Medium
The issue causes a minor reduction of service or is a minor error.
The impact is an inconvenience that may require a workaround to restore functionality or is a minor error, incorrect behavior, or a documentation error that does not impede the operation of a System.
24 Hours
Low
Minor defects and errors that do not impede system operation in a normal manner.
48 Hours
Updates. During the Subscription Term, Panther will provide Customer with all Updates (including updated Documentation) that Panther may, in its sole discretion, make generally available to its licensees at no additional charge. All Maintenance Releases, on being provided by Panther to Customer hereunder, are deemed Subscription Service subject to all applicable terms and conditions in this Agreement. Customer does not have any right hereunder to receive any new versions of the software included in the Panther Subscription Service that Panther may, in its sole discretion, release from time to time. “Updates” means any update, upgrade, release or other adaptation or modification of software included in the Panther Subscription Service, including any updated Documentation, that Panther may provide to Customer from time to time during the Subscription Term, which may contain, among other things, error corrections or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Panther Subscription Service.
Routine Maintenance. Panther periodically repairs and upgrades the Panther Subscription Service and shall use commercially reasonable efforts to accomplish this without affecting the Customer’s access to the Panther Subscription Service; however, repairs of an emergency or critical nature may result in the Panther Subscription Service not being available for the Customer’s usage during the course of such repairs. Panther reserves the right to conduct routine maintenance to the Panther Subscription Service according to the following protocols:
Item
Description
Commitment
Scheduled Maintenance
Routine, scheduled maintenance performed as needed.
Panther will use commercially reasonable efforts to notify Customer before performing such Maintenance.
Preventative Maintenance
Non-scheduled maintenance that needs to be promptly conducted.
Panther will use commercially reasonable efforts to notify Customer before performing such Maintenance.
Emergency Maintenance
Non-scheduled maintenance required to be performed immediately.
Panther will use commercially reasonable efforts to notify Customer before performing such Maintenance.
Compatibility with Third Party Software. Customer consents and acknowledges that prior to adding third-party software, the Customer is solely responsible to verify and ensure that such third-party software is compatible with its current or future versions of the Panther Subscription Service. Panther will not be responsible for any failures or malfunctions resulting from such upgrade, change, or addition of third-party software.
Customer Responsibilities
Trained Contacts. Customer will designate at least two (2) individuals within Customer’s organization to serve as its primary contacts with regards to Customer’s instance of the Panther Subscription Service (each, a “Primary Technical Contact”). The Primary Technical Contact should have sufficient technical knowledge of Customer’s application environment to enable effective communication with Panther.
Reasonable Assistance. Customer will provide Panther with (i) reasonable access to all necessary personnel to answer questions regarding Issues reported by Customer, and (ii) all relevant and available diagnostic information (including product or system information). In addition, Customer will make reasonable efforts to fix Issues identified during troubleshooting.
Limitation of the Support Services. The scope of coverage under this document expressly excludes the following:
Data migration
Training
Technical support, consultation, or problem resolution pertaining to software or applications other than those supplied by Panther and described in the Agreement
Resolution of problems resulting from the negligence of users of the Panther Subscription Service, including specifically incorrect data entry, use of altered data, and failure to use the Panther Subscription Service according to the Documentation
Section 2: Service Level Availability
Availability. Panther shall make the Panther SaaS available 99.9% of the time on a 24x7x365 basis (“Availability”). Excluded downtime (defined below) shall not count against Availability. “Unavailability” is deemed to have occurred from the time unavailability is reported to Panther to the time Panther notifies Customer that the Panther SaaS is restored.
Availability for the Panther SaaS will be calculated per calendar month, as follows:
Where:
“total” means the total number of minutes in the calendar month;
"non-excluded” downtime means downtime that is not excluded; and
“Excluded” downtime means:
1.1
Periods of scheduled downtime when the Panther SaaS is not functioning due to scheduled maintenance (not to exceed 10 hours in any calendar month) for which Panther gives 2 business days or more hours’ notice in accordance with the Enterprise Subscription Agreement or via the Panther shared slack channel.
1.2
Periods of downtime caused by Force Majeure Events,
1.3
Periods of downtime caused by Customer’s acts or ommisions.
Availability is calculated based on the Availability for the entire month, regardless of whether Customer was entitled to access the Panther SaaS for the entire month.
Service Availability Remedies. Should Panther fail to make the Panther SaaS, Customer will be entitled to receive a credit of 1/30th the prorated monthly fee for each day the Panther SaaS is Unavailable.
Reporting, Claims and Notices. In general, Panther will provide Customer an SLA report showing Panther SaaS Availability upon Customer’s request once per calendar year.
Claims and Notices. If Customer believes that an instance of Unavailability has occurred, then Customer shall send Panther a notice, via email addressed to contact@runpanther.io within 15 business days after the end of the calendar quarter in which the Unavailability(ies) occured. Claims may be made on a calendar-quarter basis only. All claims of Unavailability will be verified against Panther’s system records. Should Panther dispute any period of Unavailability alleged by Customer, Panther will provide to Customer a record of the Panther SaaS Availability for the applicable period. Should Panther dispute any period of unavailability alleged by Customer, Panther will provide to Customer a record of Panther SaaS Availability for the applicable period. Panther will provide such records only in response to claims made by Customer in good faith.
Payment. Panther shall provide all credits within forty-five (45) days of Customer’s election. The dollar amount of any credits which cannot be applied to the Panther SaaS (for example, due to expiration of the Panther SaaS Subscription Term) shall instead be paid to Customer by Panther.
