Service Level Agreement

  1. Uptime.

    1. Target Uptime. Provider will use commercially reasonable efforts to make the Cloud Service available with a target uptime of 99.5% (the "Target Uptime") as calculated each calendar month.

    2. Calculating Uptime. Provider and Customer agree to calculate availability of the Cloud Service as the total number of Available Minutes minus the number of Downtime Minutes, divided by the total number of Available Minutes, measured in a calendar month. If the Subscription Period includes a partial month, the numerator and denominator will only include the days that are part of the Subscription Period for that month.

  2. Notification Delivery.

    1. Definition. "Notification" means the notification to the recipient assigned ("Recipient") to review an initial alert for a new incident ("Incident"), provided that such notification must have been designated as "high urgency" within the Cloud Service and Customer must have complied with the Customer Responsibilities set forth herein.

    2. Notification Delivery SLA. Once a Notification is triggered, the Cloud Service will deliver the Notification within the Notification Delivery Period for 99.9% ("Target Notification Rate") of the notifications sent by the Cloud Service for the Customer during any calendar month ("Notification Success Rate"). The "Notification Delivery Period" is five (5) minutes and it is measured as the time it takes the Cloud Service to deliver a Notification to the Notification Endpoint(s) in accordance with the Cloud Service configuration and the contact information provided by Customer ("Contact Information"). The Notification Delivery SLA applies only to Cloud Services that are required to deliver Notifications. "Notification Endpoint" means, with respect to each notification method selected by Customer in the Cloud Service for Notifications, the third party communication service provider to whom the Notification is sent by Provider or by Provider's subcontractors. For clarity, while Provider is responsible for its own subcontractors' (e.g., Twilio) delivery of Notifications to the applicable Notification Endpoint, Provider is not responsible for delays or failures in delivery of Notifications that may occur following delivery to the Notification Endpoint (e.g., caused by issues or outages at a cellular carrier).

  3. Customer Responsibilities. Customer will (i) configure and use the Cloud Service correctly in accordance with the Documentation; (ii) follow proper procedure in communicating the underlying incident to Provider; and (iii) maintain and update all Contact Information. Provider’s ability to meet its obligations in this SLA are dependent upon Customer performing its responsibilities.

  4. Remedies

    1. Service Credit. If the Cloud Service availability falls below the Target Uptime, then Customer is eligible to receive an “Uptime Credit”, and if Provider fails to meet the Notification Delivery SLA, Customer is eligible to receive a “Notification SLA Credit”, in each case in accordance with the following:

      Actual Uptime Percentage / Notification Success RatePercentage of monthly Cloud Service fee
      98.0% to Target Uptime / Target Notification Rate10.0%
      95.0% to 98.025.0%
      under 95.0%50.0%

      Service Credits only apply towards future Cloud Service Fees owed by Customer to Provider.

    2. Requesting A Service Credit. To receive a Service Credit, Customer must notify Provider within 7 days of the end of the month in which Customer believes the Service Credit was earned, otherwise Service Credit eligibility will expire for that month.

      (a) For Uptime Credit, Customer must include information about when it was unable to access the Cloud Service. Customer may be required to provide additional details about its attempts to access the Cloud Service. If Provider can verify Cloud Service unavailability in its internal monitoring systems and the disruption does not qualify as Excluded Minutes or Scheduled Downtime, Provider will calculate and issue the applicable Uptime Credit on Customer's account to apply towards a future invoice.

      (b) For Notification SLA Credit, Customer must include information about each Notification that was not delivered within the Notification Delivery Period. Customer may be required to provide additional details about any underlying incident(s), Customer’s compliance with the Customer Responsibilities, and any related Notification Endpoint(s). If Provider can verify that Notifications were not delivered to the Notification Endpoint(s) within the Notification Delivery Period such that Provider did not meet the Target Notification Rate, Provider will calculate and issue the applicable Notification SLA Credit on Customer’s account to apply towards a future invoice.

    3. Service Credit Limitations. Service Credits may not be exchanged for, or converted to, monetary amounts. Service Credits do not earn interest. Service Credits will not accumulate within a single Subscription Period in an amount more than 8% of Cloud Service Fees for that Subscription Period. Service Credits expire when the applicable Order Form ends.

    4. Termination. If the Cloud Service does not meet the Target Uptime for two (2) out of any three (3) consecutive months and Customer notified Provider of the failures within 7 days of the end of each impacted month, Customer may immediately terminate the affected Order Form by giving written notice to Provider. If Customer terminates an Order Form under this section, Provider will pay to Customer a prorated refund of prepaid fees for the remainder of the Subscription Period.

    5. Exclusive Remedy. This SLA describes Customer’s exclusive remedy and Provider’s entire liability for any failure of the Cloud Service to meet the Target Uptime and for any inability to meet the Target Notification Delivery.

  5. Definitions

    1. "Available Minutes" means the total number of minutes in a calendar month, minus Excluded Minutes and Scheduled Downtime.

    2. "Downtime Minutes" means the total number of minutes in a calendar month when the Cloud Service is not available to Customer, as confirmed by Provider's internal monitoring systems, minus Excluded Minutes and Scheduled Downtime.

    3. "Excluded Minutes" means when the Cloud Service is not available because of (a) a Force Majeure Event; (b) general Internet connectivity issues; (c) equipment or software made available by anyone other than Provider and that is not within Provider's reasonable control; or (d) Customer's use of the Cloud Service in a manner not authorized by the Agreement.

    4. "Scheduled Downtime" means the period where the Cloud Service is not available to Customer following written notice (including by email, on the Cloud Service, or on Provider's website) given at least 8 hours before the period of unavailability.

    5. "Service Credit" means the accrued Uptime Credit plus the accrued Notification SLA Credit.

    6. "SLA" means this Service Level Agreement as incorporated into the applicable Order Form.