Service Level Agreement

Last Updated: May 6, 2025

Email Support.  Continu shall provide email and online support through its Customer Support Center, which shall be available Monday through Friday, 7:00am to 9:00pm Eastern Standard Time, excluding public US holidays.  The Customer Support Center email address is support@continu.com.

Service Availability. Continu will use commercially reasonable efforts to maintain the availability of the Continu System to the Licensee and Users as follows:

If Continu does not meet this SLA, Licensee will be eligible to receive the Time Credit described below:

Time Credit. Time Credit will be provided by Continu to Licensee in the following amounts, under the following circumstances:

• One-day Time Credit: One (1) day of Time Credit if the Continu System is unavailable in any calendar month less than 99.9% and greater than 97.0% of the time;
• One-week Time Credit: Seven (7) days of Time Credit if the Continu System is unavailable in any calendar month less than 97% and greater than 95.0% of the time;
• Two-week Time Credit: Fourteen (14) days of Time Credit if the Continu System is unavailable in any calendar month less than 95.0% of the time. 

Exclusions.  Continu shall have no liability for lack of availability due to: (1) outages caused by the failure of public network or communications components, (2) errors in the electronic files provided by the Licensee containing the Licensee Data, or (3) unauthorized use or misuse by Licensee or anyone using any of the Licensee passwords, provided that Continu has taken commercially reasonable steps to protect the Continu System from unauthorized access, intrusion, and disruption. 

Licensee Reporting.  Licensee shall report any unscheduled system downtime and any error, bug, or defect in the Continu System to the Customer Support Center contact email set forth immediately upon becoming aware or receiving notice of such system downtime, error, bug, or defect.

Error Corrections and Updates 

Definitions

“Error” means a failure of the Software to conform to the documentation, resulting in the inability to use, or material restriction in the use of, the Software.

“Maintenance Release” means a revision of the Software released by Continu to its Licensees generally, to correct Errors in the Software or to maintain the operation of the Software in accordance with the documentation.

“Update” means either a Software modification or addition that, when made or added to the Software, corrects the Error, or a procedure or routine that, when observed in the regular operation of the Software, eliminates the practical adverse effect of the Error on Continu.

“Upgrade” means a revision of the Software released by Continu to its end user Licensees generally, to add new and different functions or to increase the capacity of the Software.  Upgrade does not include the release of a new product or added features or modules for which there may be a separate charge.

Updates‍

Continu will make commercially reasonable efforts to provide an Update designed to solve or by-pass a reported Error.  Continu shall reasonably determine the priority level of Errors, pursuant to the following protocols and take the following actions during the Licensee Support Center Hours.

Errors

Severity 1 Errors:  Continu promptly initiates the following procedures: (1) assigns specialists to correct the Error on an expedited basis; (2) provides ongoing communication on the status of an Update; and (3) begins to provide a temporary workaround or fix.  A Severity One Error means the (i) production system is severely impacted or completely shut down, or (ii) system operations or mission-critical Software is down.

Severity 2 Errors:  Continu assigns a Continu specialist to begin an Update, and provides additional, escalated procedures as reasonably determined necessary by Continu Support Services staff.  Continu exercises commercially reasonable efforts to provide a workaround or include a fix for the Severity 2 Errors in the next

Maintenance Release.  A Severity Two Error means (i) the production system is functioning with limited capabilities, or (ii) is unstable with periodic interruptions, or (iii) mission critical Software, while not being affected, has experienced system interruptions.

Severity 3 Errors:  Continu may include an Update in the next Maintenance Release.  A Severity Three Error means there (i) are errors in fully operational production systems, (ii) is a need to clarify procedures or information in documentation, or (iii) is a request for a product enhancement. 

Response Times.  Continu will respond to Continu reports of a problem based on the severity. Upon receipt of a request for support or report of a problem, Continu will respond to Continu with an assigned level of priority based on the response times shown in the following table.

Maintenance Releases and Upgrades.  During the Term, Continu shall make the Maintenance Releases available to Continu if, as and when Continu makes any such Maintenance Release generally available to its Licensees.   If a question arises as to whether a product offering is an Upgrade or a new product or feature, Continu’s opinion shall prevail, provided that Continu treats the product offering consistently for its Licensees generally.

Conditions for Providing Support.  Continu’s obligation to provide Support Services is conditioned upon the following: (a) Continu makes reasonable efforts to solve the problem after consulting with Licensee; and (b) Licensee provides Continu with sufficient information and resources to correct the problem either at Continu’s Customer Support Center or via access at Continu’s site, as well as access to the personnel, hardware, and any additional systems involved in discovering the problem.

Exclusions from Continu’s Support Services. Continu is not obligated to provide Support Services in the following situations: (a) the problem is caused by Licensee’s negligence, hardware malfunction or other causes beyond the reasonable control of Continu; (b) the problem is with third party software not licensed through Continu; or (c ) Licensee has not paid License Subscription Fees under the Agreement when due. In this event, the Continu and Licensee will negotiate the support cost to rectify this matter.

Priority Level First Response