THIS CUSTOMER LICENSE AGREEMENT (“Agreement”) is entered into by and between Inversoft LLC, d/b/a FusionAuth, a Delaware limited liability company (“Company”), and the customer (either an individual or single legal entity) identified below (“Licensee”) and governs Licensee’s use of Company’s FusionAuth™ software together with any Updates or Enhancements thereto (“Software”), related documentation (“Documentation”), access rights to Company software-as-a-service platform that host the Software (“Hosting Platform”), Support Services (defined below), and professional services ordered by Licensee under this Agreement (collectively the “Offerings”), to the extent purchased or used by Licensee. Licensee agrees to be bound by the terms of this Agreement by executing an Order Form, installing or using the Software or Hosting Platform, or signing this Agreement below. The parties agree as follows:
This Support Services exhibit (“Support Exhibit”) by and between Company and Licensee is hereby incorporated into the Licensee License Agreement (the “Agreement”). All terms not otherwise defined in this Support Exhibit have the meanings provided in the Agreement. The terms and conditions in this Support Exhibit only apply if Licensee has purchased Support Services as reflected in an applicable Order Form.
Company shall exercise commercially reasonable efforts to correct any sufficiently identified Error reported in writing by Licensee in accordance with the priority level reasonably assigned to such Error by Company.
(a) In the event of (i) a crash of Licensee’s computer network causing a critical impact to business operations that Licensee reasonably believes is due to an Error in the Software or (ii) Priority A Errors, Company will promptly commence verification of the Error and, upon verification, will initiate work to provide Licensee with an Error Correction. If Licensee has purchased Enterprise Support, Company will make the initial verification of the Error and report its findings back to Licensee within 1 hour of the report of the Error by Licensee. Company will provide Licensee with reports on the status of the Error Correction every 2 hours. If commercially feasible, Error Correction will be delivered within 24 hours of the report of the Error by Licensee. If Licensee has purchased Basic Support, Company will provide Licensee with periodic reports on the status of the Error Correction. If commercially feasible, Error Correction will be delivered within 72 hours of the report of the Error by Licensee.
(b) In the event of Priority B Errors, Company will commence verification during normal support hours of the Error, and upon verification, initiate work to provide Licensee with Error Correction. If Licensee has purchased Enterprise Support, Company will make the initial verification of the Error and report its findings back to Licensee within 6 hours of the report of the Error by Licensee. If commercially feasible, Error Correction will be delivered within 1 week of the report of the Error by Licensee. If Licensee has purchased Basic Support, Company will provide Error Correction in the next Update of the Software.
(c) In the event of Priority C Errors, Company may include the Error Correction for the Error in the next Update of the Software.
If Company believes that a problem reported by Licensee may not be due to an Error in the Software, Company will so notify Licensee. At that time, Licensee may (a) instruct Company to proceed with problem determination at Licensee’s possible expense as set forth below or (b) instruct Company that Licensee does not wish Company to pursue the problem. If Licensee requests that Company proceed with problem determination at Licensee’s possible expense and Company determines that the error was not due to an Error in the Software, Licensee shall pay Company, at Company’s then-current and standard consulting rates, for all work performed in connection with such determination, plus reasonable related expenses incurred by Company. If Licensee instructs Company that it does not wish the problem pursued at its possible expense or if such determination requires efforts in excess of Licensee’s instructions, Company may, at its sole discretion, elect not to investigate the problem with no liability therefore.
This Professional Services exhibit (“Services Exhibit”) by and between Company and Licensee is hereby incorporated into the Licensee License Agreement (the “Agreement”) and provides the terms and conditions for certain Company professional services purchased by Licensee related to Licensee’s use of the Offerings. All terms not otherwise defined in this Services Exhibit have the meanings provided in the Agreement. The terms and condition in this Services Exhibit only apply if Licensee has purchased professional services as reflected in an applicable Order Form.
This SLA exhibit (“SLA Exhibit”) by and between Company and Licensee is hereby incorporated into the Licensee License Agreement (the “Agreement”). All terms not otherwise defined in this SLA Exhibit have the meanings provided in the Agreement. The terms and condition in this exhibit only apply if Licensee has purchased access to the Hosted Platform.
Service Level: System Availability. Company shall provide the Hosted Platform on a 24 hours per day, 365 days per year basis with an availability uptime set forth in the Order Form, excluding scheduled maintenance which shall not be performed during normal business hours of operation from 9:00 AM to 5:00 PM (MST) (“Service Level”). Company will provide Licensee with its maintenance schedule and will endeavor to pre-notify Licensee of any non-scheduled maintenance. The term “availability uptime” means that the Software hosted by Company, is accessible and available to Licensee and its authorized users without interference or interruption, excluding any Excused Delay.
Service Level: Security. Company shall provide adequate and appropriate physical and technical security, in no event less that those security standards set forth in the Statement on Standards for Attestation Engagements (“SSAE”) 16.
Remedies. In the event that Company fails to meet any of the Service Levels set forth in this SLA Exhibit (each such failure, a “SLA Failure”) within a calendar month, and such SLA Failure that is not excused due to any Excused Delay (as defined below), then Licensee shall be entitled to receive service level credits as follows (each, a “SLA Credit”):
(a) The ratio of unavailable minutes to total potentially available minutes (net of Excused Delays) in the applicable calendar month during which the Service Level was not met multiplied by the monthly fee for the Hosted Platform due for such month (1/12 of the annual fee if the Fees for access to the Hosted Platform is paid annually).
Notwithstanding anything to the contrary, in no event shall the value of the SLA Credits exceed three (3) months of Hosted Platform fees (“SLA Credit Cap”). Licensee shall notify Company in writing if Licensee believes it is entitled to any SLA Credit, which notice shall be provided no later than thirty (30) days after the end of the applicable month in which the SLA Failure(s) occurred, and shall describe the SLA Failure(s) in detail. If Company agrees that Licensee is due an SLA Credit, Company will promptly credit Licensee’s account. If Company does not reasonably believe Licensee is entitled to an SLA Credit, the parties will meet and discuss the issue in good faith. If the parties cannot mutually agree on a resolution, Company’s determination shall be binding and final. In the event Licensee brings any claim for damages based upon response times, then any such damages shall be offset by any SLA Credits issued to Licensee hereunder.
For purposes herein, “Excused Delay” shall mean (a) scheduled maintenance, (b) maintenance or service interruptions requested by Licensee and implemented by Company, (c) Licensee’s breach of any provision of this Agreement that solely and directly caused the delay, (d) any delay solely and directly caused by any Licensee Data, (e) performance of internet services, or (f) any delay caused by a Force Majeure Event.
This is the FusionAuth Customer License Agreement version 1.1 dated 2021-04-20.