Terms & Conditions

1.  SERVICE LEVEL AGREEMENT (SLA)

1.1 Measure – The Sorcero AI Platform (“the Software”) will be available 97% of the time, except as provided below. Software availability will be calculated per calendar quarter, as follows:

total – non-excluded - excluded > 97% * (total - excluded)

Where:

• "total" means the total number of minutes for the quarter

• "non-excluded" means downtime that is not excluded

• "excluded" means the following:

Any planned downtime of which Sorcero gives 8 hours or more notice. Sorcero will use commercially reasonable efforts to schedule all planned downtime during non-peak usage times (i.e., the hours from 6:00 p.m. Friday to Sunday midnight, U.S. Pacific Time).

Any unavailability caused by outages of third-party connections or utilities or other circumstances beyond Sorcero's reasonable control, including without limitation, a Force Majeure Event.

For purposes of the availability calculation, “downtime” means a measurement interval during which time the Software is not responsive to an automated request ("Monitoring Transaction") generated by Sorcero's monitoring software. Measurement intervals for Monitoring Transactions are no more than five (5) minutes on a 24X7 basis. Monitoring Transactions used for the availability calculation include network and application availability requests. The monitoring process does not cover every feature of the Software. With respect to such features, Sorcero will investigate any suspected availability problem reported by Customer or which it otherwise becomes aware of and take all commercially reasonable efforts to correct any such issues that can be verified by Sorcero.

For any partial calendar quarter during which Customer subscribes to the Software, availability will be calculated based on the entire calendar quarter, not just the portion for which Customer subscribed.

 

1.2 Remedies – Should Sorcero fail to meet 97% availability of the Software for a calendar quarter, Customer shall have the option of one (but not both) of the following. First, Customer may continue to use the Software but receive credit for one full day of the Software subscription usage (as of the end of the quarter in which the failure occurred), for each full or partial hour of Software unavailability below 97%. Any such credit shall be applied to Customer's next invoice (or refunded if there are no forthcoming invoices). Second, if Sorcero fails to meet 97% availability of the Software for a calendar quarter, Customer may terminate this Agreement for cause and stop using the Software, in which case Sorcero will refund to Customer any prepaid fees for the remainder of the Term after the date of termination. The remedies specified in this "Remedies" section shall be the sole remedies available to Customer for breach of this SLA.

 

1.3 Reporting and Claims – To file a claim under this SLA, Customer must send an email to sla@sorcero.com with the following details:

• Billing information, including company name, billing address, billing contact and billing contact phone number 

• Downtime information with dates and time periods for each instance of downtime during the relevant period 

• An explanation of the claim made under this Agreement, including any relevant calculations.

Claims may only be made on a calendar quarter basis within thirty (30) days of the end of the relevant quarter, except for periods at the end of this Agreement that do not coincide with a calendar quarter, in which case Customer must make any claim after the end of this Agreement. All claims will be verified against Sorcero's system records. Should any periods of downtime submitted by Customer be disputed, the Parties shall resolve the dispute in accordance with this Agreement. 

 

 

2. SUPPORT OF SORCERO SYSTEM ADMINISTRATORS

Email support for Customer’s Sorcero administrators is available from Sorcero at no additional charge with the following parameters. 

 

 

2.1 Support Hours – Support is provided by Sorcero during the following hours (“Support Hours”):

• North America: 8:00 AM to 6:00 PM Eastern Time, as seasonally adjusted for daylight savings, excluding US federal holidays 

This support is available for administrators working for or on behalf of the Customer to configure, maintain, manage and support the Software. This support is not available for direct support of Customer’s end users. There is no limit to the number of support cases that may be opened. Online resources are available within the application and on the Sorcero Web Portal.

 

2.2 Service Level Classification – Customer administrators will be asked to classify support incidents upon logging a support ticket in accordance with the following support incident definitions:

Level 1 – Critical: Critical production issue affecting all users, including system unavailability and data integrity issues with no workaround available, including

The production application is not available.

The application is in production and malfunctions such that a significant portion of users cannot perform their daily tasks and there is no reasonable workaround.

The application has a security-related error.

Any other issue which has a material adverse impact on the Customer’s business. 

Level 2 – Urgent: Major functionality is impacted or significant performance degradation is experienced. The issue is persistent and affects many users and/or major functionality. No reasonable workaround is available. 

Level 3 – High: System performance issue or bug affecting some but not all users. Short-term workaround is available, but not scalable. Also includes time-sensitive requests such as requests for feature activation or a data export. 

Level 4 – Medium: Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation, or configuration;  bug affecting a small number of users. A reasonable workaround is available. The resolution required as soon as reasonably practicable.

Customer may track the status of support issues via the Sorcero help desk.

 

 

 3. RETURN AND DESTRUCTION OF CUSTOMER DATA

Except as set forth in an Order Form, upon termination or expiration of all Order Forms for a particular Software application, Sorcero shall ensure that Customer has access to the Customer Data via such Software application for a period of no less than thirty (30) days (“Retrieval Period”). In no event may Sorcero preclude Customer from accessing or retrieving the Customer Data during the Subscription Term or during the Retrieval Period. Except as set forth in an Order Form, after termination or expiration of all Order Forms for a particular Software application (i) Sorcero shall permanently delete all Customer Data held in the production environment and any sandboxes for such Software application within 120 days, and (ii) Sorcero will ensure that Customer Data included in system back-ups for any such Software application are stored in encrypted form and are deleted pursuant to Sorcero’s then-current back-up deletion process. Upon written request from Customer, Sorcero will provide written certification from an executive officer confirming Sorcero’s compliance with this clause.

 

 

 4. AUDIT

Customer may, at Customer expense, audit Sorcero through an independent 3rd party assessor one time per year to confirm compliance with Sorcero responsibilities pursuant to this Agreement. The Customer representative(s) performing such audit or inspection shall execute a nondisclosure agreement with Sorcero in a form acceptable to Sorcero with respect to the confidential treatment and restricted use of Sorcero’s Confidential Information. Any access to Sorcero’s platform and public cloud partner shall be subject to Sorcero’s and its cloud partner’s reasonable remote access requirements and security policies and security requirements of Sorcero’s other enterprise customers. Customer must give Sorcero at least thirty (30) days prior notice of an audit. 

 

 

 5. TESTING

Customers may not, (i) conduct security, integrity, penetration, vulnerability or similar testing on the Software, (ii) use any software tool designed to automatically emulate the actions of a human user (such tools are commonly referred to as robots) in conjunction with the Software, or (iii) attempt to access the data of another Sorcero customer (whether or not for test purposes). Sorcero shall commission an annual security assessment from an independent third-party provider of national repute in the business of assessing web applications for security risks. Upon written request, Sorcero will provide Customers a summary of findings. 

 

 

 6. SOFTWARE UPDATES

Major releases are typically undertaken up to three (3) times per year. Sorcero will provide Customer at least one (1) month prior notice (normally via email) before performing a major release upgrade. Such upgrade notice will include the window in which the upgrade will be conducted and any release notes.

 

 

 7. NEW PRODUCTS

Sorcero may introduce new functionality for which it charges an additional or separate fee and Customer may choose whether or not to purchase such new functionality at Customer’s sole discretion. If Sorcero removes any features or functionality from the Software provided pursuant to this Agreement and subsequently offers those features or functionality in a new product, then the Software provided pursuant to this Agreement will be deemed to include (i) the portion of the new product that contains the original features, or (ii) if those features cannot be separated out, the entire new product. Any features or functionality marked as "Beta" or "Preview" are considered early-release and are excluded from any Service Level Agreement (SLA) guarantees.

 

 

 8. BACKUP

We do not make backups of customer files other than the internal redundancy provided by Google Cloud Storage. Objects are redundantly stored on multiple devices across multiple facilities in redundant regions. 

 

 

 9. DISASTER RECOVERY

Sorcero uses Google Cloud Platform (Infrastructure as a Service) to procure the necessary infrastructure required to meet its business objectives. Google Cloud Platform provides and manages best-in-class data centers that offer asset management, redundant power and networks, and physical security. The company employs security controls to govern its obligations as part of the shared responsibility model required by Google Cloud Platform. Sorcero maintains a disaster recovery plan (DRP) for use in the event of an environmental failure. The DRP outlines the main stages that Sorcero follows to bring its systems back online following a major disruption. The exact actions performed in each phase will differ depending on the type of the disruption, but following this plan will facilitate consistency, clear communication, and minimization of impact. 

 

 

 10. GENERAL

Sorcero reserves the right to change existing infrastructure, hardware, and underlying software used to provide the Software as expansion and new technology deemed necessary. Sorcero assumes no responsibility for delays or problems that result from Customer’s computing or networking environment, Customer’s third-party vendors, and/or Customer’s local or long-distance telephone carriers or ISPs. Use of the Software requires certain third-party applications, including a web browser, operating system, and other third-party applications. The third-party applications supported by Sorcero and Sorcero policies with respect to such applications are as set forth in Sorcero's documentation for the Software. 

 

 

 11. RESTRICTIONS AND RESPONSIBILITIES

11.1 – Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

 

11.2 – Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.   

 

11.3 – Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

 

11.4 – Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also  be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

 

 

 12. CONFIDENTIALITY; PROPRIETARY RIGHTS

12.1 – Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

 

12.2 – Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services, and (c) all intellectual property rights related to any of the foregoing.

 

12.3 – Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. For additional information regarding Company’s data collection and use practices, please see [LINK TO PRIVACY POLICY].

 

12.4 – Except as otherwise expressly stated herein, nothing in this Agreement creates any right of ownership or license (by implication, estoppel, or otherwise) in and to the other party’s intellectual property, and each party will continue to independently own its intellectual property and Proprietary Information. Company will own all intellectual property rights, title, and interest in and to the Service and to any and all feedback, ideas, reports, recommendations, analyses, data, evaluation materials, records, designs, inventions, specifications, and other materials created under this Agreement, whether created or gathered by Customer or Company during the course of, or as a result of, this Agreement and whether or not such materials incorporate Customer Confidential Information.

 

 

 13. PAYMENT OF FEES

13.1 – Customer will pay Company the then-applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email).