Policies & Agreements

1. Overview

This Service level Agreement (“SLA”) is incorporated by reference into the Motive Terms of Service located at https://gomotive.com/legal/terms-of-service/ (“TOS”) or the applicable written agreement between the parties. Any terms not defined in the SLA will have the same meaning set forth in the TOS or separate agreement signed by both parties. In the event of a conflict between the SLA and the TOS or any other agreement between the parties, the SLA shall govern.

The SLA provides supplemental commitments from Motive for the use of the Services under the Motive Terms of Service and are effective to the extent Customer has fully paid for the Services pursuant to a valid Order Form. This SLA does not apply to Hardware failures, which are covered by the Hardware Terms and Warranty. Unless otherwise noted, capitalized terms will have the meaning specified in the Terms of Service. Motive reserves the right to change the terms of this SLA upon thirty days’ prior notice to affected Customers. Upon subscribing to updates concerning the Motive Uptime at https://status.gomotive.com/, Customer will receive real time up-to-date information about the status of Motive’s System.

2. Service Level Commitment

Motive will make the Services available with a Monthly Uptime Percentage (as defined herein) of at least 99.5% during any calendar month (the “Service Level Commitment”).

Monthly Uptime Percentage shall be calculated by subtracting from 100% the percentage of minutes during the month in which Customer is unable to log into the Motive Fleet Dashboard (the “System”), except with respect to any time associated with the “Exclusions” listed below, and Hardware failures, which are covered by the Hardware Terms and Warranty.

3. Service Level Failures

Motive’s failure to meet the Service Level Commitment (“Service Level Failure”) shall entitle Customer to receive credits against any amounts payable to Motive for Services (“Service Level Credits”) in accordance with this SLA as further specified in the table below:

Monthly Uptime Percentage	Service Credit
=>99.9%	No Credit Due
=>98% and <99.9%	10%
=>97% and <98%	20%
=>96% and <97%	30%
=>90% and <96%	40%
<90%	50%

4. Credit Request Procedure:

To receive a Service Level Credit, Customer must submit a claim to support@gomotive.com. To be eligible, the credit request must be received by Motive within either 60 days of the alleged Service Level Failure or by the end of the second billing cycle after the Service Level Failure (the “Credit Request Period”), whichever is shorter, and must include:

• The words “SLA Credit Request” in the subject line;
• The dates and times of the alleged Service Level Failure incident; and
• A description of the alleged Service Level Failure as it was experienced by Customer.

If the Monthly Uptime Percentage is confirmed by Motive as being less than the Service Level Commitment, then Motive will issue the applicable Service Level Credits to Customer in accordance with the procedure below. Customer’s failure to provide the request as specified herein will disqualify Customer from receiving a Service Level Credit.

5. Issuance of Credits

Motive shall reduce the amount payable by Customer on Customer’s next payment due to Motive by the amount of Service Level Credits Customer received during the applicable month for which Service Level Credits are owed. If the Service Level Credits exceed the amount payable by Customer, then Customer may offset the excess amount against amounts payable on the next billing cycle(s).

6. Root Cause Analysis

Motive shall conduct, at its expense, a root cause analysis for each Service Level Failure. At Customer’s request, Motive shall provide a report of such root cause analysis, except that Motive may remove any confidential or sensitive information contained therein. This report, regardless of the removal of information, is considered Motive Confidential Information under the Motive Terms of Service and may not be shared with any third party.

Motive shall implement and operate all measurement and monitoring tools and procedures required to measure and report its performance relative to the applicable Service Level Specifications. Motive shall use market standard measurement and monitoring tools where available.

7. Exclusions

No Service Level Credits shall be available for unavailability due to:

• A suspension or termination of Services for reasons listed in the Terms of Service;
• Factors outside of Motive’s control, including force majeure events, and system failures experienced by Motive’s third party network service providers, including, without limitation, AWS and AT&T;
• Customer’s use of Customer’s equipment, software, or other technology and/or third party equipment, software, or other technology other than the Services; and/or
• Scheduled maintenance.

8. Support and Response

Maintenance and Support will be provided by telephone/chat/email and will be available 24 hours a day, seven days a week. For urgent issues please contact Support via phone or chat to ensure quick response and streamlined communication.

Upon receipt of notice of a System error, Motive shall assign appropriate technical personnel to review the issue and provide Customer with an acknowledgement that it has received such notice (such actions together a “Response”). In the event Customer notifies Motive of a System error, Motive shall use commercially reasonable efforts to correct errors in accordance with the severity levels below. Targeted resolution times will depend on the reported issue. Motive aims to resolve each error with urgency, based on internal resources available.

Severity Levels and Resolution
Severity	Definition	Response Time
Severity Level 1	Critical Outage – System is down.	1 hour
Severity Level 2	Critical issue, System is available but key functionality and/or applications are not operable. Workarounds are not available to replace affected functionality.	4 hours
Severity Level 3	System is available; however, non-critical functionality or applications are not working. No reasonable workarounds are available.	1 business day (i.e., if Motive received a ticket on Friday at 1 pm, Motive would respond by Monday at 1 pm)
Severity Level 4	A non-critical incident where typically a reasonable workaround can be provided.	2 business days (i.e., if Motive received a ticket on Friday at 1 pm, Motive would respond by Tuesday at 1 pm).