Service Level Agreement
1. Definition:
The following definitions will apply:
1.1. “Customer” means the legal entity or individual that agrees to the terms of this Agreement. The individual who physically signs the “Agreement” and warrants that he/she has the legal authority to agree to the terms and conditions contained herein.
1.2. “Software” means Xecurify products, their Source Code and Object Code, including, as applicable, executable, and non-executable application files that customers may download.
1.3. “Documentation” means any written materials supplied by Xecurify, either in print or digital format, to be used in conjunction with the Software for purposes including, but not limited to, installation, training, and demonstration of the Software.
1.4. “Licensed User(s)” means one of the Customer’s employees, representatives, consultants, contractors, agents, customers and their users (users of B2B customers of the Customer) or other persons expressly permitted by Customer in connection with Customer’s business affairs who are authorized to use the Software and have been supplied user identifications and passwords by Customer (or by Xecurify at Customer’s request).
1.5. “Third Party” means any person or organization who is not an employee, representative, consultant, contractor, agent, or another person expressly designated by the Customer to conduct business on Customer’s behalf.
1.6. “Derivative Work” means any work derived from the Software or in which the Software is an integrated component, and which derivation was created or developed, at the expense of, or on the initiative of the Customer. Derivative Works may include but are not limited to software applications, cloud-based (Software as a Service) applications, or online portals that integrate with the Software.
1.7. “Software Update Release” means an embodiment of the Software that delivers minor performance improvements, patches, bug fixes or enhancements of existing features and/or functionality to the Software.
1.8. “Software Upgrade Release” means an embodiment of the Software that delivers substantial performance improvements, architectural changes, or new features and/or functionality to the Software.
1.9. “Support Services” means the services provided by Xecurify including Software support and maintenance and Software Update Releases and for which the Customer pays a separate annual support fee.
1.10. “Downtime” means, for a server, if there is more than a five percent user error rate. User error is calculated using server monitoring software, based on results from ping tests, web server tests, TCP port tests, and website tests. Downtime is measured based on a server-side error rate.
1.11. “Emergency Downtime” means those times when Xecurify becomes aware of a vulnerability which, based on a risk assessment of the vulnerability, Xecurify deems to require immediate remediation and, as a result, the Cloud Service is made temporarily unavailable in order for Xecurify to address the vulnerability. Emergency Downtime is not considered Downtime for purposes of this Agreement, and will not be counted towards any Downtime Periods
1.12. “Monthly Uptime Percentage” means the total number of minutes in the calendar month minus the number of minutes of Downtime suffered from all Downtime Periods in the calendar month, divided by the total number of minutes in the calendar month.
1.13. “Scheduled Downtime” means those times where Xecurify notifies you of periods of Downtime 7 days prior to the commencement of such Downtime. There will be no more than 12 hours of Scheduled Downtime per calendar year. Scheduled Downtime is not considered Downtime for purposes of this Agreement, and will not be counted towards any Downtime Periods.
1.14. “Effective Date” means the day Customer confirms in writing that the Software is successfully installed.
1.15. “Fees” means the fees payable by Customer for use of the Software during the Initial Term and Renewal Term.
2. LICENSE GRANTS
Subject to Customer’s compliance with the terms and conditions contained herein, Customer is entitled to use this Software for Licensed Users. Customers may not sell, transfer, rent, or sub-license the Software, Documentation, to any Third Party in any way without the consent of Xecurify. Customers may not grant any Third Party except for Licensed Users access to any administrative functions of the Software including, but not limited to, survey creation and editing, report creation and editing, user management functions, and system administrative functions.
3. SOFTWARE UPDATES AND UPGRADES
Xecurify agrees and warrants that it shall at all times during this Agreement, ensure that it shall provide to Customer, with any and all Software Update Releases and Software Upgrade Releases from time to time at no additional charge to Customer .
4. PAYMENT
All miniOrange Marketplace add-ons include Basic Support and Initial Setup Assistance as part of the license cost listed on the Atlassian Marketplace. Customers can conveniently purchase licenses directly through the Atlassian Marketplace.
Should the customer require an enhanced level of support beyond what is provided in the basic plan, they may opt for a higher Support plan. In such cases, the cost for the support plan will be invoiced separately by miniOrange and is not included in the standard license fee.
5. RESTRICTIONS OF USE
Customers may not license, sublicense, rent, resell, lease or otherwise supply the Software, Documentation or Derivative Works for use in, or for the benefit of, any Third Party except for Licensed Users, without the prior written consent of Xecurify. Customers may not modify, enhance, supplement, adapt, translate, reverse engineer, decompile, disassemble or otherwise reduce the Software to a human-readable form. Customer will not use or access the Software to: (i) build a competitive product or service, (ii) make or have made a product using similar ideas, features, functions, or graphics of the Software, (iii) make Derivative Works based upon the Software, except for Customer’s own business use (iv) copy any features, functions or graphics of the Software. Use, resale, or exploitation of the Software except as expressly permitted in this Agreement is prohibited.
6. SUPPORT SERVICES:
- Highest (Severity One): A Service failure or severe degradation. The customer is unable to access any business resources
- High (Severity Two): Major functionality is severely impaired such that
- Medium (Severity Three): A partial Service failure or mild degradation. Customers or Licensed Users are able to access some but not all business resources
- Low (Severity Four): Service feature enhancement. Customers or Licensed Users are able to access all business resources.
- If the business operations are disturbed due to failure of SSO or any operation of miniOrange plugin.
- If no one including the administrator can sign into the application for troubleshooting the issue.
- A minor bug in the IdP
- Minor issues in the user profile or group update, but users are still able to sign in.
- General inquiries or suggestions for improvement
- A minor bug in the plugin update.
- Minor issues in user profile or group update, but users are still able to sign in.
- General inquiries or suggestions for improvement.
If the Customer has purchased Support Services or if any Software license purchased by the Customer includes Support Services as per Annex 2, the Customer agrees that those Support Services are bound as per the quotation. In the event that a Service-affecting issue is detected by Xecurify or reported by Customer, Xecurify shall, in its reasonable discretion, categorize the Severity Level pursuant to the criteria below.
(i) all or a substantial portion of Customer’s or Licensed User’s mission-critical data is at significant risk of loss or corruption; or
(ii) Customer or Licensed User has had a substantial loss of service; or
(iii) Customer’s or Licensed User’s business operations have been severely disrupted
(i) operations can continue in a restricted fashion, although long-term productivity might be adversely affected; or
(ii) a major milestone is at risk; or
(iii) only a temporary workaround is available.
(i) the operation of some feature(s) is impaired but allows the user to continue using the service; or
(ii) initial installation milestones are at minimal risk.
Support provided by Xecurify for Cloud Service (“Software” or “Product”) chosen by the Customer on the purchase order or as per quotation.
Support Component | Basic* | Standard* | Professional* | Premium* |
---|---|---|---|---|
Response Time | ||||
Severity - Highest | 12 hours | 10 hours | 6 hours | 4 hours |
Severity - High | 24 hours | 12 hours | 8 hours | 4 hours |
Severity - Med & Low | 48 hours | 12 hours | 8 hours | 6 hours |
Weekends (Sat-Sun) | ||||
Severity - Highest | 4 hours | 4 hours | 4 hours | 4 hours |
Severity - High | None | None | 4 hours | 4 hours |
Severity - Med & Low | - | - | 8 hours | 4 hours |
24x7 | 24x7 | 24x7 | 24x7 | |
Goto Meeting | - | 10 hours | 15 hours | 20 hours |
Dedicated Account Manager | No | No | Yes | 24x7 |
Architectural Support | No | No | Basic guidance | Customer specific plan |
Operations Support | No | No | On-boarding & Environment Familiarity | On-boarding & Environment Familiarity |
Resources | 1 software engineer | 1 senior software engineer | 1 senior software engineer | Multiple senior software engineers |
Training | No | No | Engineer-led on-demand training | Engineer-led on-demand training |
Self Help & Forums Access | No | Limited | Unlimited | Unlimited |
*Response time & other components will change as per quotation.
Support Medium | Support Contact | Severity Choice |
---|---|---|
Telephone |
You can contact us by telephone on +1 978 658 9387 (Xecurify Support) |
Severity 1 (Highest) and 2 (High) For example, |
You can send us an email at info@xecurify.com or atlassiansupport@xecurify.com The subject of the email should be: "<Severity> - <Company name> - <Error Summary>" |
Severity 3 (Medium) and 4 (Low) For example, |
|
JIRA ServiceDesk |
You can drop a query to us using the Atlassian plugin, support link given in the Atlassian Marketplace or using this link: https://miniorange.atlassian.net/servicedesk/customer/portal/2 The subject of the ticket should be: "<Severity> - <Company name> - <Error Summary>" |
Severity 2 (High), Severity 3 (Medium) and 4 (Low) For example, |
7. Xecurify Uptime
Xecurify shall use all reasonable commercial efforts, being no less than accepted industrial standards in this regard, to ensure that the Cloud Service is available to you 99.95% [Except Emergency & Schedule Downtime which is defined above] of the time in any calendar month. If it is not, the customer may be eligible to receive the Service credit as a penalty from Xecurify.
8. Scope of Plugins
- Jira Cloud
- Confluence Cloud
- Bitbucket Cloud
- miniOrange Cloud plugins are built and operate on top of Atlassian Cloud products (Jira, Confluence, Bitbucket) and utilize the APIs provided by Atlassian.
- If any of these Atlassian services (Jira, Confluence, Bitbucket) experience downtime, then the miniOrange plugins installed on those platforms may also be impacted.
- miniOrange is not responsible for the uptime or availability of Atlassian Cloud products themselves.
- miniOrange's uptime commitment applies only to the functionality of its own plugins, not the availability of the underlying Atlassian services.
- Since miniOrange plugins heavily rely on Atlassian’s REST APIs, any changes, discrepancies, or outages in these APIs may affect plugin behavior or availability.
- In such cases, miniOrange will work on a priority basis to investigate and release a patch or resolution to mitigate the issue. However, resolution times may be dependent on Atlassian’s own remediation timeline.
- If Atlassian Jira Cloud is down, miniOrange SSO for Jira Cloud will also be inaccessible. This downtime is not counted against miniOrange’s SLA.
- If an Atlassian API for user provisioning returns inconsistent data, SCIM provisioning functionality might be impacted temporarily until resolved.
- Atlassian service-related outages are detected that affect plugin functionality
- Workarounds or patches are identified for API-related discrepancies
This Service Level Agreement (SLA) is applicable to all miniOrange Atlassian Cloud plugins installed and used on:
These plugins are hosted and maintained by miniOrange but are dependent on Atlassian’s infrastructure, APIs, and platform availability.
8.1. Plugin Uptime DependencyWhile miniOrange commits to maintaining 99.95% uptime for its plugins, it is important to understand the following:
1. Atlassian Platform Dependency:
2. Responsibility for Platform Uptime:
3. Impact of API Discrepancies:
miniOrange will provide timely communication and updates via email or service desk when:
*Note: All the miniOrange add-ons on the Atlassian Marketplace on Cloud are built on connect framework and the data is hosted on miniOrange Servers except User Management for Jira, DLP/PII Scanner for Jira and API Authentication for Jira.
9. Service Credits
Service Credits are calculated based on downtime for the monthly/yearly billing cycle in which the Unavailability occurred in accordance with the schedule below.
Monthly / Yearly Uptime Percentage (As Per billing cycle) |
Service Credit |
---|---|
Less than 99.95% but equal to or greater than 99.0% | 5% |
Less than 99.0% but equal to or greater than 95.0% | 10% |
Less than 95.0% | 20% |
Xecurify will apply for any Service Credits only against future payments for the applicable Included Service otherwise due to you.
Service Credits will not entitle you to any refund or other payment from Xecurify. A Service Credit will be applicable and issued only for the Renewal of Support Plan as a discount.
9.1. Credit Request and Payment ProceduresTo receive a Service Credit, you must submit a claim by sending a mail to Xecurify Support. To be eligible, the credit request must be received by us in writing after which the incident occurred and must include:
1. the words “ Agreement Credit Request” in the subject line;
2. the dates, times, and affected region of each Unavailability incident that you are claiming;
3. your request logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).
If the Monthly Uptime Percentage of such a request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit. Unless otherwise provided in the Agreement, this Agreement sets forth your sole and exclusive remedies, and Xecurify’ sole and exclusive obligations, for any unavailability, non-performance, or other failures by us to provide the Included Services.
10. Agreement Exclusions
The Service Commitment and Hourly Commitment do not apply to any unavailability, valid suspension, or termination of an Included Service, or any other Included Service performance issues:
(i) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the applicable Included Service;
(ii) that result from any actions or inactions of you or any third party, including failure to acknowledge a recovery volume;
(iii) that result from your equipment, software or other technology and/or third-party equipment, software or other technology (other than third party equipment within our direct control); or
(iv) arising from our suspension or termination of your right to use the applicable Included Service in accordance with the Agreement (collectively, the “Xecurify Agreement Exclusions”). If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.
11. CONFIDENTIALITY
The customer acknowledges and agrees that the Software and associated Documentation constitute valuable proprietary and confidential information and intellectual property (collectively, the “Proprietary Information”) of Xecurify. Customer may not use or disclose Proprietary Information without Xecurify’s prior written consent, except disclosure to and subsequent uses by Customer’s employees and contractors who have a need-to-know, provided such employees and contractors have executed written agreements restricting use or disclosure of Proprietary Information that are at least as protective as those set forth in this Agreement. Customer agrees to use at least the same degree of care in protecting the Proprietary Information as Customer uses to protect Customer’s own similar information but in no event less than reasonable care. The customer acknowledges that due to the unique nature of the Proprietary Information, Xecurify will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Proprietary Information. In addition to any other remedies that may be available in law, in equity, or otherwise, Xecurify shall be entitled to obtain injunctive relief to prevent such unauthorized use or disclosure. Customers shall not use any information or data disclosed by Xecurify in connection with this Agreement to contest the validity of any Xecurify intellectual property. Any such use of Xecurify information and data shall constitute a material, non-curable breach of this Agreement.
12. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT ALLOWED BY LAW, XECURIFY SHALL NOT BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS)REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. TO THE FULLEST EXTENT ALLOWED BY LAW, XECURIFY’S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO XECURIFY IN RESPECT OF THE ORDER THAT IS THE SUBJECT OF THIS AGREEMENT.
13. BUSINESS CONTINUITY MANAGEMENT
Xecurify manages the business continuity plan to handle the situation of the emergency due to potential threats and organizes Security, Support, and Development teams to support the business impact.
Xecurify acknowledges the need for the continuity of the Services and shall maintain throughout the term of the Agreement a Business Continuity Plan and implement, on each Interruption Event and otherwise as necessary, all business continuity, disaster recovery, and backup facilities for this purpose and accordingly undertake the following actions:
1. Identifying the critical business functions and processes and resources that support them.
2. Implementing the corrective action program for the smooth running of business functions and processes.
3. Conduct the testing and process to evaluate the recovery strategies and the plan.
4. Routinely test the backup facilities needed for this purpose having regard to the service provided.
5. Make copies of the data and the Software and store it at a safe location other than they are normally held.
14. TERM AND TERMINATION
The term of this Agreement shall be for a period of 1 (one) years from the Effective Date (the “Initial Term”). As from the expiry of the 1sh (First) anniversary from the Effective Date, this Agreement shall automatically renew for further periods of 1 (one) year until either party terminates the Agreement (each a “Further Renewal Term”). Customer, may, by giving 30 (thirty) days prior written notice to Xecurify, terminate the Agreement with such termination being effective on the next anniversary of the Effective Date. Xecurify, may, by giving 30 (thirty) days written notice to Customer, terminate the Agreement with such notice not becoming effective earlier than the 1st (First) anniversary of the Effective Date.
Without prejudice to any other rights, Xecurify may terminate this Agreement if the Customer fails to remedy within 30 (thirty) day written notice by Xecurify of breach of the terms and conditions of this Agreement. In the event of termination, Xecurify will give 30 days prior notice & the Customer must destroy all copies of the Software and Documentation and all of its component parts.
If Xecurify fails to perform any of its obligations under this agreement, Customer may give 30 (thirty) days to Xecurify to improve the obligations. If Xecurify fails to comply with the obligation after 30 (thirty) days then in such an event, the Customer may terminate this Agreement with 30 days prior notice to Xecurify and in such events Xecurify shall refund the License amount paid pro rata for the remaining period of the Agreement.
15. INTELLECTUAL PROPERTY CLAIM
If the Software becomes, the subject of an intellectual property claim arising out of third party intellectual property infringement by the Software, Xecurify shall:
(a) procure for Customer the right to continue use of the Software as per the agreement;
(b) Implementing the corrective action program for the smooth running of business functions and processes.
(c) Conduct the testing and process to evaluate the recovery strategies and the plan.
In the case of (b) and (c) Xecurify shall cover all cost, losses and damages of the Customer limited to the quote/invoice amount and not beyond the agreement. Furthermore, Xecurify shall indemnify Customer fully from any intellectual property claims arising out of Software infringing third party intellectual property rights.
16. GENERAL
This Agreement constitutes the entire understanding between Xecurify and Customer with respect to the subject matter hereof. Any change to this Agreement must be in writing, signed by Xecurify and Customer. Terms and conditions as set forth in any purchase order which differs from, conflict with, or are not included in this Agreement or the Ordering Form, shall not become part of this Agreement unless specifically accepted by parties in writing. Either party shall be responsible for any sales, use, value-added tax (VAT), consumption, or any other tax , assessment, duty, tariff, or other fee or charge of any kind or nature that is levied or imposed by any governmental authority in their respective jurisdictions.
17. AMENDMENT
This Agreement may not be modified except
(i) by authorized representatives of Xecurify and
(ii) in a written contract signed by both parties.
17. ASSIGNMENT AND SUCCESSORS
Neither party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent except in the case of assigning to an affiliate. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
PLEASE DIRECT ALL INQUIRIES TO
Xecurify Inc. 1621 Central Ave, Cheyenne, WY 82001
Email us at: info@xecurify.com
Or call us at: +1 978 658 9387
