Appendix A - Service Level Agreement
Uptime
The Subscriber can access the Service (including without limitation the Amazon platform) continuously, twenty-four (24) hours a day at a rate of 99.5% to 100% (“SaaS Services Uptime Metric”). The SaaS Service Uptime Metric does not apply to performance issues caused by the following:
- Scheduled maintenance breaks, provided that the Provider uses commercially reasonable efforts to schedule them on weekends or between 2:00 am and 6:00 am Eastern Time on business days
- Overall Internet congestion, slow down, or unavailability
- Unavailability of generic Internet services (e.g. DNS servers) due to virus or hacker attacks or the Provider’s preventive measure to protect from damage
- Force majeure events as described in the terms of the Agreement
- Actions or inactions of the Subscriber (unless undertaken at the explicit direction of the Provider) or third parties beyond the control of the Provider
- A failure of the Subscriber’s equipment or third-party computer hardware, software, or network infrastructure not within the Provider’s sole control
- Other scheduled maintenance breaks with an advance notice
- In addition to the scheduled maintenance breaks, larger upgrades and patches may sometimes require additional downtime. In those cases, the Provider will schedule the downtime in advance.
Should the Provider fail to meet the SaaS Services Uptime, the Provider will compensate the Subscriber with a discount as follows:
SaaS Services Uptime |
Compensation |
Between 99.5% - 100% |
- |
Between 99.0% - 99.4% |
5% Discount for that month's subscription fee |
Between 99% - 95% |
25% Discount for that month's subscription fee |
Between 95% - 90% |
50% Discount for that month's subscription fee |
Below 90% |
100% Discount for that month's subscription fee |
Response time
The Provider agrees to the issue response times as follows:
Severity |
Description |
Standard Response Time |
1 |
Critical business impact/service down: Business critical functionality is not working or the service is unavailable, resulting in a critical impact on the customer’s operations. |
Within 2 hours during business hours Monday-Friday Next business day outside of business hours |
2 |
Significant business impact: A key feature or function is severely restricted in its use. The customer is in jeopardy of missing business deadlines. |
Within 4 hours during business hours Monday-Friday Next business day outside of business hours |
3 |
Minor business impact: A minor issue with the service or with functionality that does not have a critical impact on operations. |
Next Business Day |
4 |
Minimal business impact: An inquiry or non-technical request. |
Next Business Day |
Appendix B - Scope of Service
The Midaxo Service Subscription includes:
- Use of the Midaxo M&A platform during the Subscription, including:
- Use of the number of user seats subscribed
- 15GB of storage
- Ongoing platform improvements and enhancements for the platform and additional modules purchased in the attached order form
- Unlimited number of independent processes included (e.g., M&A, restructuring, divestment, partnerships)
- Ongoing general online support that includes:
- Technical support/help desk
- Membership in the Midaxo Community that gives:
- Access to the Community only content and communication (e.g., best practice sharing among all Subscribers)
- Ability to comment on the Service feature roadmap and see previews of upcoming features
For an additional fee, customers can add to the subscription scope during subscription period:
- Online and onsite onboarding and training sessions with a dedicated Customer Success Manager including to:
- Establish high-level goals for using the Service
- Configure the Service to run the Subscriber’s content and playbooks
- Train the Subscriber’s Admin Users and User to use the Service
- Assist in change management and adoption of the Service
- Provide ongoing retainer-based consulting and support
- Additional annual and month-to-month Subscriptions
- Additional storage
- Two-factor authentication and SSO implementation
- Separate Modules are additional fees (i.e. Synergy and KPI Tracking)
The Service capabilities include:
- End-to-end M&A pipeline management, including:
- View of the deal pipeline that shows the desired deal information and that can be filtered based on any data element captured on the deal cover page
- Creation of individual deals (no content, from deal templates, or from earlier deals) and bulk upload of deals
- Archive of deals
- Midaxo “starter kit” M&A playbooks and an ability for customers to create an unlimited number of their own templates for different kinds of deals
- Pipeline analytics based on any data element captured on the cover page
- Pipeline-level permissions control
- Creation of non-M&A pipelines
- Exporting pipeline level and analytics information to Excel
- Robust deal/project management capabilities for each deal, including:
- Task scheduling, assignments, and tracking
- Events/activities creation and management within each task (e.g., milestones, meetings, deliverables); includes the possibility to include events in the relevant stakeholders’ calendars
- Issue creation and management
- Collaboration among the users
- Inbound email management, e.g., attaching them to the right deals and tasks within the deals
- Document management (uploaded to or linked from the Service) at the deal and task level
- Deal-level permissions controls
- Auditable log of activities performed on the deal
- Possibility to export deal-specific information to Word, Excel, and Zip files
- User management, including:
- Inviting and managing users across all projects and within each project
- Tracking each user’s activities
- Analytics/Core Dashboards and Reports
- Midaxo defines setup/configuration and support for core dashboards and reports as: https://www.midaxo.com/platform/analytics
- Security
- ISO 27001 audited and certified information security management system
- Platform technology security independently audited annually (e.g., penetration testing); audit reports available on request
- Cloud Security Alliance STAR assessment
- HIPAA assessment
- Cloud infrastructure:
- Amazon AWS cloud service, EU data center in Ireland and the US data center in Virginia
- Broadest compliance and certification program of any cloud provider, see: https://aws.amazon.com/compliance/