SLA Notification and Credits
This Service Level Agreement (“SLA”) is subject to the terms of the applicable Terms of Service for the Dynamic Signal Platform Services Terms and Conditions between Customer and Company. Capitalized terms not defined in this SLA will have the meanings specified in the Terms and Conditions. We reserve the right to change the terms of this SLA in accordance with the Terms and Conditions for the Service Offering.
Dynamic Signal will use commercially reasonable efforts to ensure that each class of service purchased for an identified User of a Service is “Available” during a given calendar month.
Service Level As of the Service Start Date and for the duration of the Service Term, the Company Technology shall be available and fully functional 24 hours a day, seven days per week, 365 days per year, except for unavailability that may result from a “Force Majeure” Event and regularly scheduled maintenance windows (provided, however, that failure of Company’s disaster recovery or business continuity processes or procedures shall not be deemed outside of Company’s control) (“Permissible Downtime Events”). Subject only to downtime caused by Permissible Downtime Events, the aggregate total availability during any calendar month shall not be below 99.995% (“Uptime Guarantee”).
Scheduled Downtime Scheduled downtime will be announced no less than 72-hours in advance, via email, to the technical contact account email address provided by Customer. The notice will include an estimated start time, end time, duration, and a brief description of the purpose of the downtime. Downtime will be reasonably scheduled during low-traffic hours; however, Company may schedule downtime at any time. Company may schedule emergency downtime if necessary to prevent significant harm to Company or Customer. For such emergency downtimes, Company will provide as much notice as is practicable.
Unscheduled Downtime In each case where the Company Technology is non-accessible by Customer for more than:
– 10 contiguous minutes in one business day (24-hour period based on GMT) or 90 total minutes in one business day
– Due to a non-scheduled system crash
– Where notice was not provided to Customer
– or the downtime wasn’t part of standard upgrade or scheduled maintenance windows
– and where the down time was not caused by “Force Majeure” or by Customer’s actions inconsistent with the Agreement
Company will provide Customer one service credit. Customer shall also receive one service credit for each calendar month in which the Uptime Guarantee specified above is not met.
“Force majeure” means a cause of delay or failure to perform beyond a party‘s reasonable control, which such party is unable to overcome by exercise of reasonable diligence, including acts of God, acts of government, flood, fire, earthquake, civil unrest, acts of terror, strikes or labor problems, computer, internet, or telecommunications failures, delays or network intrusions, or denial of service attacks. Additionally, while Company will use commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events, unscheduled downtime does not include any reasonably unforeseeable interruption or degradation in service due to actions or inactions caused by third parties. In the event of an unscheduled downtime, Company will inform Customer as soon as is practicable, via e-mail, telephone, or technical blog. Company will provide an update every 60-minute during business hours and every 2-hours during off hours, until the issue is resolved.
SLA Service Credits Calculated as a 15% discount off of the end of month license fee. The maximum discount provided in a month period is 80% of the total invoice. In cases where Company exceeds 5 unscheduled downtime events in a 30-day period or if Company fails to meet the Uptime Guarantee in two or more calendar months within any 6-month period, Customer shall have the right to cancel the Agreement within thirty days of receipt of Company’s report detailing these events and receive a prorated refund of any prepaid but unused fees.
Example: if the DS system experiences unscheduled downtime on June 3rd, 2018 and June 8th, 2018 then the Customer will receive a 30% discount on end of month fees. If this downtime occurred on an intermittent basis across a month (happening 4x) then the Customer would get a 60% discount off of the monthly fee
SLA Applicability This SLA shall apply if Customer is (i) not delinquent in its payment obligations, and (ii) is not in excess of their maximum community size if such a maximum community size is specified in the Agreement. Availability in a given month is calculated according to the following formula:
“Availability” = ((total minutes in a calendar month – total minutes Unavailable) / total minutes in a calendar month) x 100
Service Level Agreement Claims In order to request any Service Credit, you must file a support request via email to email@example.com within thirty (30) days of the suspected SLA Event. Company will review the request and issue a Service Credit when Company validates the SLA Event based on Company’s data and records.
Service Credits will be issued to the person or entity that Company invoices for the applicable instance of the Service Offering, and will be applied towards the invoice for the month in which the downtime occurred (or if such month was already invoiced, the next monthly invoice issued by Company). If your subscription term for the Service Offering expires or is terminated prior to the issuance of a Service Credit, Company will provide Customer with a refund in the amount of the Service Credit within 30 days of the date of the expiration or termination.
The Service Credits and the termination rights specified in this SLA are your sole and exclusive remedies for any breaches of this SLA occurring during the Service Term.