|
Addendum#8
<br /> Service Level Agreement;Data Security,Restoration,and Accessibility
<br /> Version 2.0
<br /> 1. Availability Service Level Agreement
<br /> For any Offering that is either(€)Softwa re-as-a-Service or(li)Licensed Software hosted by Trimble,the following will apply.
<br /> 1.1. Target Availability.Trimble will use commercially reasonable efforts to make the Offering available with an uptime availability(time periods
<br /> during which Customer has general connectivity to the Offering)(the"Target Availability")as follows:
<br /> Offering/Tareet Availability*
<br /> Trimble Unity Construct/99,95%
<br /> Trimble Unity Maintain/99.95%
<br /> Trimble Unity Permit/99.95%
<br /> *TargetAvollobility is generally for a calendar month;provided that Trimble Unity target availability will be calculated on a quarterly basis.
<br /> 1.2. Exclusions.The calculation of uptime will not include unavailability to the extent due to:(a)Customer's use of the Offering in a manner not
<br /> authorized in the Agreement or Documentation,(b)general Internet problems,force majeure events or other factors outside of Trimble's
<br /> reasonable control,including without limitation interruption or failure of telecommunications ordigital transmission links,hostile network
<br /> attacks,network congestion,denial of service attack, (c)Customer's equipment,software,network connections or other infrastructure,
<br /> (d) any acts or omissions of Customer or any third-party that is not a service provider of Trimble, fe) failure by Customer to pay any
<br /> applicable fees under the Agreement,or(f)Scheduled Maintenance or emergency maintenance.
<br /> 1.3. Scheduled Maintenance. "Scheduled Maintenance"means Trimble's scheduled,routine,or other maintenance which (1)occurs at such
<br /> times as may be listed on Trimble's websites or Support Portal,or(2)Trimble notifies Customerwith at least two(2)days advance notice,
<br /> which can be via the Support Portal,a-mall,or in the Offering.Trimble reserves the right to schedule other maintenance periods on an as
<br /> needed basis and will notify Customer in advance. Trimble will use commercially reasonable efforts to perform Scheduled Maintenance
<br /> during low usage times.
<br /> 1.4. Service Credits.If there Is a verified failure of the Offering to meet Target Availability In a particular month and Customer makes a request
<br /> for service credit within thirty(30)days afterthe end of such month,Customer will be entitled to a credit based on the monthly fees due
<br /> for the affected Offering in such month("Service Credit").The Service Credit will be calculated as follows:
<br /> Service Credit=Pro Rato Fee*percentage of time that the Offering did not meet the Target Availability
<br /> The"Pro Rata Fee"means(1)for Target Availability measured monthly,one-twelfth of the total annual fee for the Offering(excluding
<br /> taxes,etc.),and(2)for Target Availability measured quarterly, one-fourth of the total annual fee for the Offering(excluding taxes,etc).
<br /> The Service Credit will be calculated to the nearest 30-minute interval.The total Service Credits in a month may not exceed 20% of the
<br /> Monthly Fee.
<br /> Trimble will apply each Service Credit to Customer's next invoice, provided that Customer's account Is fully paid up, without any
<br /> outstanding payment issues or disputes.Customer will not receive any refunds for any unused Service Credits.
<br /> 1.5. Sole Remedy. Service Credits constitute liquidated damages and are not a penalty. The Service Credits set forth in this Section are
<br /> Customer's sole and exclusive remedy for any failure to meet the Target Availability.
<br /> 2. Data Security,Restoration,and Accessibility
<br /> 2.1. Software-as-a-Service.
<br /> a) General. Trimble or its third-party hosting provider(s)shall use commercially reasonable efforts to establish and maintain
<br /> reasonable administrative,physical,and technical safeguards designed to(a)protect the security,confidentiality,and integrity of
<br /> Customer Data,(b)protect against anticipated threats or hazards to the security,confidentiality,and integrity of Customer Data;(c)
<br /> protect against unauthorized access to or use of Customer Data;and(d)protect against unlawful processing,accidental destruction,
<br /> or loss of Customer Data.
<br /> b) Data Backups. Backup of all Customer Data hosted in the cloud will be continuous,immutable,and virtual. Trimble will maintain a
<br /> recovery time objective(RTO)of 4 hours and a recovery point objective(RPO)of 15 minutes.
<br /> c) Data Restoration. Trimble will use reasonable efforts to restore lost or damaged Customer Data for Offerings deployed as Software-
<br /> as-a-Service,as described in this paragraph,if the loss or damage was caused by Trimble.Trimble will consult with Customer and
<br /> provide information to Customer regarding the availability of backups and the potential limitations of data restoration.Customer
<br /> understands that some data loss may result upon restoration based on the frequency and availability of backups.If Customer Data
<br /> loss or damage Is not caused by Trimble,Trimble will provide support and technical assistance for data restoration subject to
<br /> Trimble's availability and payment of applicable fees at Trimble's then-current hourly rates.
<br /> d) Data Location. For customers located in the United States,all Customer Data will be hosted and stored within the continental
<br />
|