Last Updated: October 18, 2023

Exhibit A
SLA & Support Services

This Exhibit A “SLA & Support Services” is made a part of and incorporated by reference into the MSA between W&B and Customer and sets forth the terms on which W&B offers its “Service Level Agreement” (“SLA”) and “Support Services” for the Software and Services as further specified below. For clarity, terms not defined in this Exhibit A shall have the meaning ascribed to them in the Order Form or MSA.

1. Definitions

a. “Downtime” means the amount of time where Customer is unable to access the Service by means of a web browser and/or API as a result of failure(s) in the Service, or its architecture, as confirmed by W&B.

b. “Error” means a failure of the Service to conform to the published specifications, including the Documentation, resulting in the inability to use, or a material restriction in the use of, the Service.

c. “Emergency Downtime” means any critical emergency determined by W&B where W&B discovers a vulnerability in the Service that is reasonably likely to have a broad material impact on the Service. During Emergency Downtime, W&B will make the Service unavailable to correct the vulnerability, and then promptly restore the availability of the Service.

d. “Escalation” means the process by which W&B will work continuously, and at multiple levels of its organization, to Resolve an Error if not Resolved within the specified Resolution Time set forth below.

e. “Excused Downtime” means any downtime that is Maintenance Downtime or Emergency Downtime.

f. “Maintenance Downtime” means such time as the Service is offline for maintenance or backup purposes, provided that the incident is scheduled with Customer at least twenty-four (24) hours in advance.

g. “Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime, excluding Excused Downtime, suffered in a calendar month, divided by the total number of minutes in a calendar month.

h. “Resolution” means a permanent workaround or a code change to the Software and/or Service that eliminates the Error.

i. “Service Credit” means the number of days that W&B will add to the end of the Term, at no charge to Customer, as a result of a failure to meet the Uptime Commitment.

j. “Start Time” means the time at which W&B first becomes aware of an Error during W&B’s regular business hours, following initiation of a Support Services case by Customer in accordance with Sections 2 and 4 below.

2. Contacting W&B

In order to notify W&B with respect to an Error, or any other issue with the Service, to make a Support Services request, or request a Service Credit, Customer must send a written notice to W&B (via email to: support@W&, or by means of W&B’s dedicated Support Slack channel as specified in the Documentation) and include any information as specified below.

3. Service Level Agreement

a. Uptime Commitment. During each Subscription Term, the Service will be available to Customer at least 99.5% of the time in any calendar month (“Uptime Commitment”). If the Monthly Uptime Percentage for the Service is lower than the Uptime Commitment in a calendar month, Customer will be entitled to receive a Service Credit as follows:

Monthly Uptime %.
99.5% and above – 0 days credited
Above 98.0% and less than 99.5% – 3 days credited
Above 97.0% and less than 98.0% – 5 days credited
Less than 97.0% – 7 days credited

b. Customer Notice Obligation. To receive a Service Credit, Customer must notify W&B via the locations specified under Section 2 above within 30 days from the date Customer becomes eligible to receive a Service Credit. Customer will forfeit a Service Credit for failure to notify W&B within the time period specified in this Section. W&B makes available via a mechanism for Customer to monitor the Uptime Commitment.

c. Service Level Agreement Exclusions. The Uptime Commitment does not apply to any Service performance issues that: (i) are caused by Force Majeure events so long as W&B uses commercially reasonable efforts to mitigate the effects of such force majeure; (ii) resulted from Customer’s equipment or Third-Party Products, equipment or services (e.g., Customer’s internet connection or issues with third-party websites) or both; or (iii) resulted from Customer’s violation of the Agreement.

d. Exclusive Remedy. Section 3 Service Level Agreement, and any Service Credits, set forth Customer’s sole and exclusive remedy for any failure by W&B to meet the Uptime Commitment. Service Credits may not be exchanged for, or converted into, monetary amounts or any other types of credits.

4. Support Services

If Customer experiences any Errors, or other issues in its use of the Software and/or Services, Customer will notify W&B, and W&B will provide Support Services subject to the following:

a. Customer will notify W&B about any Error, or about any other type of Support Services requests, as specified under Section 2 above.

b. W&B will respond and resolve Errors in accordance with its obligation set forth in the Table under Section 5 below.

c. W&B will provide Support Services during the Term during normal business hours: 

i. For Enterprise Customers: between 2am to 5pm Pacific Time, Monday through Friday.
ii. For Japan Enterprise Customers (inquiries accepted in Japanese language): 9am to 5pm Japan Standard Time, Monday through Friday.
iii. For all other Customers: 9am to 5pm Pacific Time, Monday through Friday.

d. W&B’s obligation to provide Support Services is conditioned upon: (i) Customer making reasonable efforts to solve the Error after consulting with W&B; (ii) Customer providing W&B with sufficient information and resources to correct the Error, as well as any and all assistance reasonably requested by W&B; and (iii) Customer procuring, installing, and maintaining all equipment, telephone lines, communication interfaces and other hardware necessary to access and operate the Service.

e. W&B reserves the right to terminate a Support Services case when it reasonably determines that it has provided a satisfactory resolution or workaround to the Error.

5. W&B Response & Resolution Obligations

After receipt of a Support Services request, W&B will review them and determine if an Error has occurred and, if so, assign a Priority Level. W&B will respond to, and resolve, Errors according to the Response Times and Resolution Times in the table below. If an Error is not addressed within the applicable Resolution Time, W&B will commence an Escalation. W&B calculates all Response Times and Resolutions Times from the Start Time.

6. Exclusion to Support Services

W&B will have no obligation to provide any Support Services to Customer to the extent that such Support Services arise from or relate to any of the following: (a) any modifications or alterations of the Software and/or Service by any party other than W&B; (b) any use of the Software and/or Service in a computing environment not meeting the system requirements set forth in the Documentation, including hardware and operating system requirements; (c) any issues arising from the failure of the Software and/or Service to interoperate with any other software or systems, except to the extent that such interoperability is expressly mandated in the applicable Documentation; (d) any breakdowns, fluctuations, or interruptions in electric power or the telecommunications network; (e) any Error that is not reproducible by W&B; (f) resulted from Customer’s equipment or Third-Party Products, equipment or services (e.g., Customer’s internet connection or issues with third-party websites) or both; or (g) any violation of the terms and conditions of this Agreement, including any breach of the Restrictions.