Effective Date: October 3, 2025
This Software as a Service Agreement (the “Agreement”) is entered into by and between Ideus Inc, a Delaware corporation with a principal place of business at 1905 Woodstock Rd, Suite 8250, Roswell, GA 30075 (“Vendor”) and the Customer.
In consideration of the mutual promises and covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Vendor and Customer hereby agree as follows:
1.1 Affiliate means, with respect to a party, any person, partnership, joint venture, corporation or other entity, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means (a) beneficial ownership of at least fifty percent (50%) of the voting securities of a corporation or other business organization with voting securities, or (b) a fifty percent (50%) or greater interest in the net assets or profits of a partnership or other business organization without voting securities.
1.2 AI means “Artificial Intelligence,” specifically the large-language-model (LLM) and any related software, data, or services provided by the Vendor that are capable of interpreting user input, generating text or other outputs, and learning from data. For the purposes of this Agreement, AI refers to the model accessed through the Vendor’s API and any outputs, insights, or analytics produced by that model.
1.3 API means an Application Programming Interface that the Vendor provides to the Customer for accessing, integrating with, or extending the Services. The API may include, but is not limited to, RESTful endpoints, gRPC interfaces, or other programmable interfaces that allow the Customer to: Authenticate and authorize calls to the Services; Submit requests for data, configuration, or processing; Retrieve responses, including model outputs, logs, or status information; and Manage resources such as users, projects, or usage quotas. The API shall be documented in the Vendor’s Documentation and is subject to the terms and conditions set forth in this Agreement, including usage limits, rate-limiting, and security obligations.
1.4 Authorized Users means employees, contractors, or agents of Customer and its Affiliates authorized by Customer to use the Services, including third parties providing processing, business or technical services, or advice to Customer or its Affiliates.
1.5 Collected Data means any data or information other than Customer Data that Vendor collects when Authorized Users use the Services, including device and operating system information, information relating to how the Services function, and other information regarding the use of Services by Authorized Users.
1.6 Credentials means login and password or other applicable access credentials used by Authorized Users to access the Services.
1.7 Disaster Recovery and Business Continuity Plan means a plan that is intended to provide continuous access to and support for the Services without material degradation of quality in the event of a disaster or an interruption or disruption affecting the Services.
1.8 Documentation means material in any format that explains how the Services operate or how to use the Services or describes the attributes, capabilities, characteristics, or qualities of the Services, including without limitation reference manuals, user guides, tutorials, troubleshooting guides, knowledge banks and similar resources.
1.9 Implementation Services means professional or other services provided by Vendor in order to implement or facilitate Customer’s use of the SaaS Application, including without limitation services to configure or integrate the SaaS Application for use within Customer’s environment or to meet other requirements of Customer; services to convert, format, migrate, cleanse, or otherwise process Customer Data to make it accessible through the SaaS Application, and any other services provided by Vendor that are necessary for, and incidental to, Customer’s use of the SaaS Application.
1.10 Initial Term has the meaning provided in Section 10 (Agreement Term).
1.11 Intellectual Property Rights means all applicable copyright, patent, trade secret, trademark, moral, termination, authorship, right of publicity, and other proprietary rights.
1.12 Order Form shall mean a document executed by the parties setting forth a description of the Services purchased by Customer and pricing and other terms related to such Services.
1.13 Order Form Term has the meaning provided in Section 10 (Order Form Term).
1.14 Personal Information means Customer Data that: (a) identifies or can be used to identify an individual, including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers; or (b) can be used to authenticate an individual, including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, financial account numbers, credit report information, biometric or health data, answers to security questions and other personal identifiers. Customer’s business contact information is not by itself deemed to be Personal Information.
1.15 Security Incident means any act or omission that compromises either the confidentiality, integrity, or availability of Customer Data or the physical, technical, administrative or organizational safeguards that relate to the protection of the confidentiality, integrity, or availability of Customer Data.
1.16 Sensitive Data means Personal Information; financial data, such as credit card numbers; banking information, such as bank account and routing numbers; compensation details; tax information; medical records; individual-specific dietary requirements; and Credentials and other user IDs and passwords.
1.17 Sensitive Data Handling Exhibit means the terms and conditions attached to this Agreement as Exhibit B.
1.18 Renewal Term has the meaning provided in Section 10 (Agreement Term).
1.19 Platform means software and applications provided by Vendor on a hosted basis, as set forth in one or more Order Forms.
1.20 Services means, collectively, the Vendor Applications, the Support Services, Implementation Services, and any other services described in this Agreement or an Order Form.
1.21 Services Renewal Term has the meaning provided in Section 10 (Order Form Term).
1.22 SLA means the terms and conditions of the Service Level Agreement attached to this Agreement as Exhibit A.
1.23 Support Services means the technical support and maintenance services provided by Vendor with respect to the Platform as described in more detail in Section 6 (Support).
1.24 Customer Data means any data or information that is (a) loaded, submitted, or otherwise input into the Services or otherwise provided or transmitted to Vendor by or on behalf of Customer; or (b) generated, reported, summarized, or otherwise output by the Services based on such data or information.
1.25 Term means, collectively, the Initial Term and any applicable Renewal Terms.
1.26 Third Party Hosting Provider means any Vendor Affiliate or third party engaged by Vendor to provide hosting services with respect to the Customer Data.
1.27 Transition Services Exhibit means, if attached hereto and applicable, the terms and conditions attached to this Agreement as Exhibit C.
2.1 General. This Agreement sets forth the term and conditions under which Vendor agrees to provide Customer with the Services. Capitalized terms not otherwise defined herein will have the meaning provided in Section 1 (Definitions). The following are incorporated into and made part of this Agreement to the same extent as if set forth in full herein: all Order Forms entered into by the parties during the Term; all attachments and exhibits attached hereto; and any agreement later executed by the parties referencing these terms and conditions.
2.2 Order Forms. From time during the Term, Vendor and Customer may enter into Order Forms for the provision of Services. A proposed Order Form will be executed and become a part of this Agreement if Customer accepts it by either: (a) signing the proposed Order Form or (b) issuing a purchase order referencing the proposed Order Form. An Order Form may be modified only by a written change order signed by both parties. All Order Forms will be governed by this Agreement and will not incorporate any other terms by reference, including a link, unless agreed by the parties in a writing expressly referencing this paragraph.
2.3 Affiliate Ordering. Customer Affiliates may purchase Services from Vendor by entering into Order Forms with Vendor under the terms and conditions of this Agreement. Any such Order Form will be a separate and independent agreement between Vendor and the Customer Affiliate that is deemed to incorporate and be governed by the terms and condition of this Agreement, where: (a) the term “Agreement” as used herein will be construed to refer to the agreement between the Customer Affiliate and Vendor; and (b) the term “Customer” as used herein will be construed to refer to the Customer Affiliate executing the Order Form.
3.1 Grant of License. Vendor hereby grants to Customer the renewable, non-exclusive right, and royalty-free right and license for Customer to access and use the Services for Customer’s internal business purposes during the Order Form Term. Customer will comply with any restrictions in the Order Form regarding the number of Authorized Users and the territory from which the Services may be accessed. If the Order Form does not provide such restrictions, Customer may authorize an unlimited number of employees, contractors, and agents to access and use the Services throughout the United States.
3.2 Use Restrictions. All restrictions on Customer’s use of the Services will be expressly set forth in the Order Form or in this Agreement. In addition, Customer will not (a) rent or sublicense the Services to a third party for such party’s benefit, or use the Services to provide a service to a third party; (b) reverse engineer, decompile, or otherwise seek to obtain the source code to the Services except to the extent expressly permitted by applicable law; (c) attempt to gain access to other user accounts or data of other Vendor clients; (d) use the Services to disseminate, store or transmit viruses, Trojan horses or any other malicious code or programs; or (e) enter into or transmit any information using the Services that is unlawful, false, offensive, defamatory or infringes the rights of any third party; (f) use Services or Platform inconsistent to the understood, intended usage including activities deemed non-business related or outside the scope of business operations.
3.3 Changes to Licensed Quantities. If the Order Form contains restrictions regarding the number of Authorized Users, Customer may increase or decrease the number of Authorized Users or other license units of the Services purchased under an Order Form in its discretion. Such changes will be effective on thirty (30) days written notice, or at a later date if provided in the notice. Fees due under the Order Form will be increased or decreased accordingly at the per-unit amount set forth in the Order Form, and pro-rated as necessary where only a portion of a month is affected by the increased or decreased fees.
3.4 Documentation. Documentation provided by Vendor will make a good faith effort to provide accurate and complete documentation on then-current functions and features of the Services. Customer will have the right to distribute and share the Documentation with employees, contractors, and agents at no additional charge. Customer will not copy any Vendor Materials (except as expressly permitted by Vendor), nor modify, reproduce, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute any part of the Vendor Materials in any form or media, or by any means.
3.5 US Locations. Except as otherwise specified in an Order Form, the Services, including data storage, will be provided from within the continental United States and all applicable data storage devices and Third-Party Hosting Providers will reside therein. No Customer Data may be accessed, generated, hosted, downloaded, printed, stored, processed, transferred, or maintained by Vendor in countries or locations outside of the United States without Customer’s prior written approval.
4.1 Permitted Purposes. Customer may use the AI solely for the following legitimate business purposes: (a) Inference – generating responses, predictions, or recommendations from the model; (b) Data Analysis – aggregating, summarizing, or extracting insights from the Customer’s data with the AI; (c) Downstream Application Building – integrating the AI outputs into the Customer’s own software, products, or internal workflows.
4.2 Prohibited Uses. Customer shall not, and shall prevent any third-party from: (a) Reverse-engineering, decompiling, or otherwise obtaining the model’s source code or intellectual property; (b) Commercially reselling, sublicensing, or distributing the AI, its outputs, or any derived models without explicit written consent from the Vendor; (c) Using the AI to perform or facilitate unlawful, defamatory, harassing, or discriminatory activities; (d) Any other activity expressly disallowed in the Vendor’s Use Restrictions.
4.3 Accuracy Disclaimer & Warranty Void. The AI outputs are produced by a probabilistic model and are not guaranteed to be correct, complete, or fit for any particular purpose. Vendor makes no express or implied warranties regarding the accuracy, reliability, or suitability of the AI outputs for any specific use, including but not limited to merchantability, fitness for a particular purpose, or non-infringement.
5.1 Licensing Scope. API usage is per-authorized-user. A single API key may not be shared, duplicated, or used by more than one authorized user or system without the Vendor’s prior written consent. Any attempt to bypass this restriction constitutes a breach of this Agreement.
5.2 Enforcement and Auditing. Vendor reserves the right to audit the Customer’s API usage to verify compliance. Vendor, at their discretion, may monitor traffic patterns, request logs, or perform on-premises or remote audits.
5.3 Dynamic Throttling and Rate-Limiting. Vendor may, at any time and for any reason, impose an API limit or throttle traffic on the Customer’s API, or a specific API key if (a) the usage pattern violates the usage limits set in this Agreement; (b) the usage poses a threat to the stability, performance, or security of the Services or Platform; (c) is deemed to be outside of the fair usage of Platform or Services defined within this document. Vendor will notify the Customer in writing of changes to usage and provide an opportunity to correct the behavior or purchase additional license units. Persistent or intentional non-compliance may lead to immediate suspension or termination of API usage or API license key.
6.1 User Accounts and Credentials. Promptly after the Order Form Effective Date, Vendor will either (a) provide Authorized Users with Credentials; or (b) enable capability for Customer to create and provide Credentials to Authorized Users. Vendor will disable any Credentials and prevent access to the Services by any Authorized User immediately upon Customer’s request. In the event of non-payment or delinquency, Vendor may disable all accounts until remittance.
6.2 Support. During the Term, Vendor will provide Customer with Support Services in accordance with this paragraph and the SLA. Support services will include: (a) responding to and correcting errors and problems with the Services; (b) fixes, corrections, and updates or upgrades, as reasonably necessary to ensure the Services function and perform as described in the Documentation; and (c) access to other technical support.
6.3 Service Levels. The Services will be subject to and will meet or exceed the service and performance level terms set forth in the SLA.
6.4 Platform and Services Updates. During the term of an Order Form, at its sole discretion, Vendor may choose to update the Platform and/or Services for Customer. Vendor will use reasonable efforts to provide the Customer with any amendments to the Documentation necessary to enable Customer’s use of any improvements and functions.
6.5 Change in Functionality. During the term of an Order Form, Vendor will not reduce or eliminate functionality in the Services without prior written approval from Customer. The sole exception is in the event of software instability, security concern, or known vulnerabilities which can compromise Customer, Vendor, the Platform or the Services.
7.1 Customer Data. Subject to the terms and conditions of this Agreement, Customer hereby grants Vendor a limited license to access, process, store, generate, reproduce, and display the Customer Data for the sole and exclusive purpose of providing the Services, and only to the extent reasonably necessary to provide the Services. Vendor, the Platform, and Services should not, and will not, be considered the primary source or repository of Customer’s information.
7.1.1 Data Imports and Exports. Customer acknowledges and agrees that Vendor shall not be liable for any data that the Customer imports into or exports from the Platform, nor for any consequences or impacts on the Customer’s business or use of the Platform or Services that arise directly or indirectly from such activities. Vendor does not warrant the integrity, accuracy, completeness, or suitability of any imported or exported data, and the Customer assumes all risk associated with handling its data in motion to and from Vendor’s environment.
7.2 Collected Data.
7.2.1 Unless otherwise provided in the Order Form, Customer may opt out of Vendor’s collection of Collected Data on written notice. Vendor’s collection and use of Collected Data will at all times comply with Vendor’s then-current privacy policy. To the extent previously identifiable, Vendor will irreversibly aggregate, mask, delete, suppress, or otherwise de-identify Collected Data so that a third party could not link it to an Authorized User or any other specific individual, entity, or group.
7.2.2 Customer provides its consent to Vendor to collect anonymized and aggregated data regarding the Customer’s use of the Services. Vendor may use such data internally or share it with its affiliates for purposes including service improvement, usage analysis, client benchmarking, and promoting the Services in a non-attributable form.
8.1 Data Backup and Recovery. Vendor will, at no cost to Customer, create and maintain a backup of Customer Data as reasonably required to ensure an orderly and timely recovery of such data if the Services are interrupted. In the event any Customer Data is lost, destroyed, or corrupted due to an act or omission of Vendor, Vendor will restore the data to the latest confirmed back-up.
8.2 Information Security.
8.2.1 Without limiting Vendor’s other obligations under this Agreement, Vendor will maintain security measures with respect to Customer Data in accordance with then-current generally recognized industry standards and best practices, including physical and technical security policies and procedures that: (a) include measures to protect Customer Data from loss and from unauthorized access, alteration, and disclosure; and (b) provide a level of security appropriate to the nature of the Customer Data.
8.2.2 Vendor may monitor and audit the Customer’s use of the Platform and Services on an automated basis, solely for the purposes of maintaining system stability, ensuring security, and detecting or preventing fraud or misuse.
8.3 Sensitive Data. With respect to any Sensitive Data included in the Customer Data, Vendor represents and warrants that it will comply with the terms and conditions set forth in the Sensitive Data Handling Exhibit.
8.4 Disaster Recovery and Business Continuity. Vendor will be responsible for establishing, implementing, testing, and maintaining an effective Disaster Recovery and Business Continuity Plan. At a minimum, Vendor will back up, archive, and maintain duplicate or redundant systems that can fully recover the Services and all Customer Data on a daily basis. If a disaster or interruption in the Services occurs, Vendor will reinstate the Services within twenty-four (24) hours Recovery Time Objective (RTO) and a Recovery Point Objective (RPO) of less than one (1) hour.
8.5 Change in Third Party Hosting Provider. In the event that Vendor replaces, ceases using, or materially changes the workload assigned to any Third-Party Hosting Provider, Vendor will provide Customer thirty (30) days prior written notification.
8.6 Security Questionnaire. At Customer’s written request, Vendor shall promptly and accurately complete a written information security questionnaire provided by Customer regarding Vendor’s security practices.
8.7 Security Incident Notification. Vendor shall notify Customer of a Security Incident as soon as practicable, but no later than twenty-four (24) hours after Vendor becomes aware of it.
9.1 Vendor. As between the parties, Vendor is and will remain the exclusive owner of all rights in and to the Services, any software utilized to provide the Services, and the Documentation. No title to, ownership of, or rights other than those expressly set forth herein are conveyed or transferred to Customer.
9.2 Customer Data. As between the parties, Customer is and will remain the exclusive owner of all rights in and to the Customer Data. No title to, ownership of, or rights other than those expressly set forth herein are conveyed or transferred to Vendor.
10.1 Agreement Term. Unless earlier terminated as set forth herein, this Agreement will have an Initial Term of one (1) year from the Effective Date and will thereafter automatically renew for successive one (1) year Renewal Terms.
10.2 Order Form Term. Unless earlier terminated as set forth herein, each Order Form will be effective as of the Order Form Effective Date and terminate on the date set forth in the Order Form. If the Order Form does not state a termination, the Order Form will have an initial term of one (1) year and will automatically renew for successive (1) year Services Renewal Terms unless terminated as set forth herein.
10.3 Termination for Material Breach. Either party may terminate this Agreement or any Order Form for material breach on thirty (30) days written notice to the breaching party unless the breach is cured before expiration of the thirty-day period.
10.4 Chronic Intermittent Failures. Customer may terminate this Agreement or any Order Form on written notification if chronic, intermittent failures in the availability of the Services result in a material degradation of the function or performance of the Services.
10.5 Termination for Customer Delinquency or Non-Payment. Vendor may terminate this Agreement or any Order Form or suspend the Services due to unpaid amounts owed by Customer to Vendor.
10.6 Effect of Termination. Termination of an Order Form will not act to terminate this Agreement or any other Order Form unless otherwise agreed by the parties in writing. Termination of this Agreement will act to terminate all Order Forms then in effect.
10.7 Data Return and Transition Services. After termination of this Agreement for any reason, Vendor will comply with Customer’s reasonable directions to allow Customer to effect an orderly transition and migration away from the Services including, at a minimum and at no additional cost to Customer: (a) within thirty (30) days of termination will delete all Customer Data in Vendor’s systems including copies, backups and materials; and (b) any other assistance described in the Transition Services Exhibit.
11.1 Fees. Customer will pay Vendor the fees set forth in the applicable Order Form. Fees will not be increased during the Initial Term of this Agreement. After such time, fees will not be increased more frequently than once per calendar year. No increase will exceed the lesser of: (a) seven percent (7%) or (b) the annual percentage increase in the United States Department of Labor Consumer Price Index for the preceding twelve (12) months.
11.2 Expenses. Customer will reimburse Vendor for reasonable travel and travel-related expenses provided that such expenses are approved in advance by Customer in writing and invoiced at Vendor’s actual cost.
11.3 Taxes. Each party will be responsible for taxes incurred in connection with its respective business operations. Customer will pay any sales, use, VAT, or similar taxes or levies (other than taxes assessed on Vendor’s net income).
11.4 Payments. Customer will pay all amounts due under an Order Form within thirty (30) days of Customer’s receipt of the applicable invoice. In the event of non-payment, Customer will be subject to a 2.75% penalty per month.
11.5 Invoices. Vendor will invoice Customer on a monthly basis for all fees and charges due and payable under an Order Form, unless a different frequency is provided in the Order Form.
Customer will not solicit directly or indirectly for contract services any employee or former employee of Vendor that provided services to Customer for a period of one year after the Vendor ceased to provide services for Client.
13.1 Confidential Information. For purposes of this Agreement, “Confidential Information” means information that is obtained by the other party as a result of the working relationship between the parties, whether obtained prior to or after the Effective Date, and whether obtained directly from the party or from a third party.
13.2 Obligations of Confidentiality. If a party receives the other party’s Confidential Information, the receiving party will: (a) use at least the same degree of care to prevent unauthorized use and disclosure; (b) use the Confidential Information only in the performance of its obligations under this Agreement; and (c) disclose the Confidential Information only to employees and subcontractors with a need to know.
13.3 Non-Disparagement. Neither Party shall disparage the other Party, the business conducted by the other Party, or any owner, shareholder, director, officer, manager, employee, contractor, affiliate, supplier or agent of the other Party.
13.4 Exclusions. The confidentiality obligations do not apply to information that: (a) was previously known to the receiving party; (b) is or has become generally available to the public; (c) was rightfully received from a third party; or (d) was independently developed by the receiving party.
13.5 Survival. The parties’ obligations under this Section will survive the termination of this Agreement for a period of two (2) years from the date of the disclosure of the Confidential Information.
14.1 Infringement Indemnity. Each party will defend and indemnify the other party against a claim that any information, design, specification, instruction, software, data, or material furnished by Vendor and used by the Customer for the Services infringes a third party’s copyright or patent.
14.2 Limited Warranty and Remedy. Vendor warrants that the Platform and Services will be performed with reasonable skill and care. The warranty herein is exclusive and in lieu of all other warranties, whether express or implied, including the implied warranties of merchantability and fitness for a particular purpose.
14.3 Exclusive Remedy. For any breach of the above warranty, Client’s exclusive remedy, and Consultant’s entire liability, shall be the re-performance of the Services at no additional charge.
In no event shall either party be liable for any indirect, incidental, special, or consequential damages, or damages for loss of profits, revenue, data, or use, incurred by either party or any third party, whether in an action in contract or tort, even if the other party has been advised of the possibility of such damages. Vendor’s liability for damages hereunder shall in no event exceed the amount of fees paid by Customer for the current period for the Order Form.
Vendor will, at its sole cost and expense, secure and maintain reasonable insurance coverages for the Platform and Services provided, including workers’ compensation insurance, comprehensive or commercial general insurance, professional liability (errors and omissions) insurance, and cyber liability coverage.
17.1 Force Majeure Events. Any delay in or failure of performance by either party under this Agreement will not be a breach of this Agreement, and will be excused, to the extent caused by events beyond the reasonable control of the affected party including fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, quarantines, or embargoes.
17.2 Exclusions. In no event will failure, inadequate performance, or unavailability of Vendor’s subcontractors (except to the extent directly caused by a force majeure event) constitute a force majeure event.
Vendor will have the right to conduct an on-premises audit of Customer’s compliance with the use of the Services. Vendor may monitor Customer’s use of the Services provided that the methods employed by Vendor are clearly described in the Documentation.
19.1 Relationship. The parties agree that, in performing its obligations under this Agreement, Vendor acts solely as Customer’s independent contractor.
19.2 Priority. In the event of a conflict or inconsistency between the terms of this Agreement and any Order Form, this Agreement will govern unless the Order Form specifically references the conflict or inconsistency.
19.3 Publicity. Vendor may without the prior consent of Customer, use Customer’s name, logos and refer to Customer as a customer of Vendor in any press release, publication or other publicly disseminated materials.
19.4 Notices. Any notice necessary under this Agreement will be in writing and will be considered delivered three days after mailing if sent certified mail, return receipt requested. All notices to Vendor must be sent to:
Ideus Inc
1905 Woodstock Rd, Suite 8250
Roswell, GA 30075
Email: notice@ideus.ai
Attention: General Counsel and Vendor Management Office
19.5 Choice of Law and Forum. This Agreement will be governed by the laws of the state of Georgia. Cobb County, Georgia will be the only proper place of venue for all suits arising from or related to this Agreement.
19.6 Entire Agreement. This Agreement, including any Order Forms, attachments, and exhibits, constitutes the entire agreement and understanding of the parties with respect to the subject matter contained herein.
19.7 Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of the remaining provisions.
19.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party.
19.9 Binding Effect. This Agreement will be binding on and inure to the benefit of the parties and their respective permitted successors and assigns.
19.10 Waiver. The forbearance or failure of one of the parties hereto to insist upon strict compliance by the other with any provisions of this Agreement will not be construed as a waiver of any rights or privileges hereunder.
By signing below or by clicking “I agree” during the account setup process, the parties acknowledge that they have read, understood, and agree to all terms.
Downtime is any interruption that prevents the Customer from using the Services as reasonably expected.
Support Center is the Vendor provided ticketing and tracking system that allows users to submit, manage, and monitor support requests for the Services.
The SLA applies to the Services provided by the Vendor to the Customer under the Agreement and any Order Form. The SLA establishes the performance, availability, and support levels that Vendor will meet or exceed during the Term.
Vendor shall notify Customer of any planned downtime at least 48 hours in advance, unless a security or critical bug requires immediate action.
| Metric | Target | Exception |
|---|---|---|
| Monthly Uptime | > 99.1% | Planned maintenance, force majeure |
| Critical Availability | > 99.5% | Planned maintenance, force majeure |
| Non-Critical Availability | > 99.0% | Planned maintenance, force majeure |
| Activity | Frequency | Notification | Downtime |
|---|---|---|---|
| Planned Maintenance | 4 per year | 48 hours prior | Up to 4 hours |
| Security Patches | As Needed | 24 hours prior | Up to 1 hour |
| Feature Releases | Quarterly | 48 hours prior | Minimal |
| Priority | Response | Resolution |
|---|---|---|
| P1 – Critical | 30 min | 4 hours |
| P2 – High | 1 hour | 8 hours |
| P3 – Medium | 4 hours | 5 business days |
| P4 – Low | 8 hours | 10 business days |
Vendor shall provide the Customer with a monthly Service Performance Report containing uptime summaries, mean time to recovery (MTTR) for incidents, summary of support incidents and resolution times, and planned maintenance windows.
Customer reports incidents via the Vendor’s support portal or by emailing support@ideus.ai. Vendor acknowledges receipt within the response time specified in Section 6 and will resolve incidents within the target times.
If Vendor fails to meet any uptime target, Customer is entitled to a credit of 2% of the monthly Service Fee for each 10% shortfall, capped at 25% of the monthly Service Fee. Credits will be applied to the next invoice.
Events beyond the control of Vendor, including but not limited to natural disasters, acts of war, or governmental actions excuse Vendor from performance obligations for the duration of the event.
Ideus Inc • 1905 Woodstock Rd, Suite 8250, Roswell, GA 30075 • notice@ideus.ai