Service Level AgreementPrint View
Effective as of October 10, 2022
1. Definitions. This Service Level Agreement (“SLA”) incorporates by reference definitions listed in the Master Service Agreement. Additionally, the following capitalized terms will have the definitions set forth below:
1.1 “Normal Business Hours” means 8 a.m. to 6 p.m. Pacific Time, Monday through Friday, excluding holidays.
1.2 “Scheduled Downtime” means the total amount of time during any calendar month, measured in minutes, during which Customer is not able to access the Service due to planned system maintenance performed by Provider. Provider will exercise reasonable efforts to perform scheduled system maintenance between the hours of 1 p.m. and 4 p.m. Pacific Time, on Saturdays. Provider will provide Customer with reasonable prior notice of such Scheduled Downtime.
1.3 “Total Monthly Time” means the total minutes in the relevant calendar month less Scheduled Downtime. For any partial calendar month during which Customer subscribes to the Service, availability will be calculated based on the entire calendar month, not just the portion for which Customer subscribed.
1.4 “Unscheduled Downtime” means the total amount of time during any calendar month, measured in minutes, during which the Customer is not able to access the features and functions of the Service, other than Scheduled Downtime, defined above. Unscheduled Downtime shall not include any period during which the Service is unavailable as a result of (i) non-compliance by Customer with any provision of this SLA; (ii) incompatibility of Customer’s equipment or software with the Service; (iii) actions or inactions of Customer or third parties; (iv) if Customer did not modify its use of the Service according to Provider’s prior advice for modifying Customer use of the Service; (v) acts or omissions of Customer or Customer’s employees, agents, contractors, or vendors, or anyone gaining access to the Service by means of Customer’s passwords or equipment; (vi) performance of Customer’s systems or the Internet; (vii) any systemic Internet failures; (viii) network unavailability or Customer’s bandwidth limitations; or (ix) Scheduled Downtime.
1.5 “System Availability” means, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the Total Monthly Time, and thereafter dividing the difference so obtained by the Total Monthly Time. Represented algebraically, System Availability for any particular calendar month is determined as follows:
1.6 “Availability Failure” means less than the percentage for System Availability noted in Section 2.1, for any given calendar month of the subscription term.
2. System Performance
2.1 System Availability: Provider will undertake commercially reasonable measures to ensure that System Availability equals or exceeds ninety-nine point five percent (99.5%) during each calendar month (the “Service Standard”). Provider will communicate Scheduled Downtimes and Unscheduled Downtimes byway of a status page located at: https://finicast.statuspage.io/ that the Customer may subscribe to for timely notification.
2.2 Access to Support; Response Times: Customer may report Unscheduled Downtime at any time (“24x7x365”) by sending Provider an e-mail to email@example.com. During Normal Business Hours,
Provider will exercise commercially reasonable efforts to respond to reports of Unscheduled Downtime within time frames stated in Section 5, for each report by Customer.
2.3 System Monitoring and Measurement: Provider uses a third-party service provider (“Monitoring Service Provider”) to monitor System Availability on an ongoing basis. All measurements of System Availability will be calculated on a monthly basis for each calendar month during the Term based on the records of such Monitoring Service Provider. The Monitoring Service Provider’s records regarding System Availability will be final and each party agrees not to dispute such records. As of the effective date of the Agreement, Provider uses Splunk as its Monitoring Service Provider; provided, however that Provider reserves the right to switch to a different Monitoring Service Provider upon written notice to Customer.
3. Customer Requirements. Customer is responsible for maintenance and management of its computer network(s), servers, and software, and any equipment or services related to maintenance and management of the foregoing. Customer is responsible for correctly configuring its systems in accordance with any instructions provided by Provider, as may be necessary for provision of access to the features and functions of the Service.
4.1 Credits Against Fees: In the event Unscheduled Downtime occurs, Customer will be entitled to credits against its subsequent payment obligations (as set forth in the Agreement) (“Service Credits”) according to the following table:
Customer’s rights under this Section 4.1 are Customer’s sole and exclusive remedy with respect to any Unscheduled Downtime or any failure by Provider to meet the Service Standard required by Section 2.1.
4.2 Maximum Service Credits: The maximum amount of Service Credits that Provider will issue to Customer for Unscheduled Downtime in a single calendar month will not exceed ten percent (10%) of the monthly billing for such month.
4.3 Requesting Service Credits: As a condition to Provider’s obligation to provide Service Credits to Customer, Customer must request such Service Credits by sending an e-mail identifying the date and time of the Unscheduled Downtime for which Customer is requesting Service Credits, with sufficient evidence (including description of the incident and duration of the incident) to firstname.lastname@example.org within thirty (30) days following the month in which such Unscheduled Downtime occurs. If Customer fails to request any Service Credits to which Customer is entitled in accordance with this Section 4.3, Provider will have no obligation to issue such Service Credits to Customer.
5. Response Times
Provider shall use commercially reasonable efforts to respond to and resolve the Priority Levels set out below in the time periods described below, provided that classification of any problem among Priority Levels shall be reasonably in accordance with the definitions specified below which shall be determined by Provider in its sole discretion:
The following response and fix times are applied:
The initial response may not be the ultimate resolution. However, the initial response will consist of:
● A suggested resolution to the problem;
● A request for more detailed information or clarification, which will enable Provider to determine the appropriate course of action; or
● Notification of the estimated time for providing the user with further information, resolution, or a workaround, as appropriate.
If resolution cannot be reached within a commercially reasonable time frame, Provider will send an estimated fix time. Such an estimate will be sent in cases where the request requires extensive research or escalation, as well as in other cases where Provider finds it necessary.
To receive emergency assistance for Priority Level 1 issues, Customer shall call Provider’s Support Services and indicate that Customer is having a Priority Level 1 issue, or Customer shall submit a ticket via Provider’s Support Center with correct impact and scale information. Upon receipt of such call or ticket, Provider shall perform the following steps:
1. Provider’s Support Representative will assess the Priority Level of the issue based on the error description.
2. In case the issue is categorized as Priority Level 1 issue, the Provider’s Support Representative will use commercially reasonable efforts to provide Customer with regular updates, unless otherwise indicated in response, until the reported issue is resolved.
3. In case the issue does not fulfill the Priority Level 1 requirements, an appropriate Priority Level is assigned and the Customer is informed of this change.