Johnson Controls OpenBlue

This Service Level Agreement (“SLA”) sets forth the system availability and support service levels applicable to OpenBlue Products (as defined below). If incorporated by reference therein, this SLA is a Supplemental Term of and part of the agreement (the “Agreement”) for such Product between you (“Customer”) and the applicable Johnson Controls affiliate (“Provider”).

1. Definitions.

1.1. "Business Hours" means 09:00 - 17:00, local time, excluding holidays.

1.2. "Downtime" means the total minutes during the applicable SLA period during which the production version of the applicable SaaS Service is unavailable, provided that Downtime does not include SaaS Service unavailability arising from, related to or caused by SLA Limitations.

1.3. "Error" means any reproducible failure of the Products to operate in material conformance with the Provider documentation. Errors do not include nonconformance caused by SLA Limitations.

1.4. "Incident" means a single event, or a set of events that result in Downtime or an Error.

1.5. "Monthly Available Minutes" means the total number of minutes in a given month.

1.6. "Monthly Uptime Percentage" means the percentage achieved from the following equation:

1.7. "Products" means the SaaS Services and other OpenBlue end customer facing software products. OpenBlue Connected Services (e.g., Connected Chillers and Equipment) are not Products or SaaS Services and are not covered by this SLA.

1.8. "SaaS Services" means OpenBlue SaaS Services.

1.9. "Service Levels" means the service level commitments set forth in this SLA.

1.10. "Service Level Credits" means the customer credits set forth in Section 4 of this SLA.

1.11. "SLA Limitations" means any period of time where the SaaS Services are not available or any Error caused as a result of the service level exceptions and limitations set forth in this SLA, including Section 7.

2. Availability Service Level.

Provider will use commercially reasonable efforts to make the SaaS Services available at a Monthly Uptime Percentage of at least 99.9%.

3. Customer Support Service Level.

3.1. Customer Support must be initiated by submitting a ticket via the following support options below:

3.2. When reporting an Error, Customer must describe the Error in reasonable detail, indicate their opinion on the severity of the Error using the terminology set forth in the chart below, and specify any and all error messages observed. Provider will use commercially reasonable efforts to respond to Incident reports within the times indicated in the table below:

Severity	Failure Description	Standard Response Times – Support	Premium Support (if purchased)
1	Critical Impact – System outage or Error that causes key, material functionality in production environment to be unusable.	4 Business Hours	2 hours (24x7)
2	High Impact – Error that has a high impact on key, material portions of the service, seriously impairs key, material functionality or results in intermittent system failure.	8 Business Hours	2 Business Hours
3	Medium Impact – Error resulting in malfunction of non-critical portions of the service.	24 Business Hours	4 Business Hours
4	Low Impact – Error has non-material impact on Customer’s access and use of the Service, including but not limited to, cosmetic issues.	72 Business Hours	24 Business Hours

3.3. During Provider’s investigation of the Incident, Customer shall promptly respond to reasonable information requests from Provider. After validations, Provider will use commercially reasonable efforts to correct Errors.

4. Service Level Credits.

4.1. Availability. If Provider fails to meet its availability obligations under Section 2, Customer will receive the following credits based on the applicable monthly fee for the affected SaaS Services:

Monthly Uptime Percentage	Credit
95% – 99.9%	3%
90% – 94.99%	6%
Less than 90%	10%

4.2. Incident Response Times. If Provider fails to meet any obligations under Section 3, Customer will receive a credit of .5% of the total fees charged to Customer for the affected Products for the month in which the failure occurred, with a maximum credit of 10% in any given month.

4.3. Credit Request Process. If one or more of the Services Levels set forth herein are not met, Customer may notify Provider Customer Support in writing and request to analyze Service Levels metric statistics. Such requests must be received within 30 calendar days following the occurrence of Service Level nonconformance. Provider will then (i) determine the root cause or possible root cause of the failure (if known) to meet the Service Level; (ii) unless failure is caused by a Service Level Limitation, develop and implement a corrective action plan in a reasonable period of time. If the failure is validated and not caused by a Service Level Limitation, Provider will provide the applicable Service Level Credit against the next applicable invoice payable by Customer. Service Level Credits may not be exchanged for, or converted to, monetary amounts. For Products that are interrelated, if it is determined that the failure of one Service to meet its uptime commitment is the root cause of any unavailability for another Service, then Service Level Credits will only be available for the primary root cause Service and not the follow-on Products.

4.4. Excluded Products. Credits are not offered or available for OpenBlue Airwall and related products.

5. System Update Notice.

Customers will be notified via email or other reasonable means of new releases, scheduled maintenance, emergency maintenance, Hot Fixes and other advisories. Provider will use commercially reasonable efforts to provide Customer with the below notice of material Service updates.

New Major Release	15 days’ notice
Scheduled Maintenance	48 hours’ notice
Hot Fixes/Emergency Maintenance	As Needed

6. Remedies.

The remedies set forth in this SLA are Customer’s sole and exclusive remedy for Provider’s failure to meet the Service Levels set forth herein.

7. SLA Limitations.

7.1. Factors outside Provider’s reasonable control, including but not limited to, natural disasters, war, acts of terrorism, riots, government actions and disaster recovery events where Provider was not the root cause.

7.2. Underlying internet or cloud infrastructure unavailability, congestion or failure.

7.3. Customer or third party acts or services; Customer or third party systems, software, hardware or facilities, such as data connector failure due to underlying systems.

7.4. Software, hardware and services not expressly included in this SLA, including Provider software or equipment that is not part of the Products covered by this SLA.

7.5. Suspensions due to cyber security risk, misuse of the Service, violation of the Agreement, the Documentation or any developer guidelines.

7.6. Scheduled, emergency or prior-announced maintenance.

7.7. Usage of any Products provided on a preview release, pre-release, beta, pre-GA or evaluation basis.

7.8. Disruptions resulting from Security Incidents (as defined in the SaaS Agreement), unless directly attributable to Provider’s negligence or breach of security terms in the SaaS Agreement.

7.9. If applicable, Customer’s use of any SaaS Service version other than the most recent version.