Service Level Agreement
- “Actual Uptime” refers to the total minutes in the Quarter that the Subscription Services are Available.
- “Scheduled Uptime” refers to the total minutes in the Service Period.
- “Subscription Services” are the individual product-level (EverTrue, ThankView, Impact, Balance, Pledgemine, EverTrue Insights) subscription service.
- “Exception” referenced in further detail in section 3 below.
- “Percentage Uptime” equals (Actual Uptime ÷ (Scheduled Uptime – total minutes in Quarter that Subscription Services are not Available due to an Exception)) x 100.
- “Authorized Users” means users the Customer has authorized to use their product subscription. The number of Authorized Users is determined in the Order Form.
- “Available” means the Subscription Services are available and operable for access and use by Customer, its Authorized Users, and any end-user constituents over the Internet in conformity with the Specifications. “Availability” has a correlative meaning.
2. Availability Requirement
Company shall make the Subscription Services Available, as measured over the course of each Service Period, at least 99.9% of the time for the products, excluding only the time the Subscription Services are not Available solely as a result of one or more Exceptions (the “Availability Requirement”). The Subscription Services are available and operable for access and use by Customer, its Authorized Users, and end-user constituents over the Internet in conformity with the Specifications described in this Service Level Agreement and the Agreement. The Subscription Services are not considered Available in the event of a material performance degradation or inoperability of the Subscription Services, in whole or in part.
Customer shall not have any remedies under the Agreement or this SLA, in connection with any circumstance as follows (each, an “Exception”):
- Customer or any of its Authorized Users’ use of the Subscription Services that is inconsistent with the Specifications
- Failures of Customer, its Authorized Users’, or end-user constituents’ Internet connectivity
- Internet or other network traffic problems other than problems arising in or from networks actually or required to be provided or controlled by Customer
- Customer, its Authorized Users’, or end-user constituents’ failure to meet any minimum hardware or software requirements set forth in the Specifications
- A Force Majeure Event as defined in the Agreement
- Customer’s account is deemed more than 30 days past due.
- Scheduled Downtime or Maintenance.
4. Scheduled Downtime
Company shall make best efforts to notify Customer at least three (3) days in advance of all scheduled outages of the Subscription Services in whole or in part (”Scheduled Downtime”). All such scheduled outages shall ideally:
- Last no longer than three hours
- Be scheduled between the hours of 8 p.m. EST and 6 a.m. EST Monday through Friday or over the weekend
- Occur no more frequently than once per week.
5. Service Monitoring and Management
Company will continuously monitor and manage the Subscription Services and the Service Software to optimize Availability that meets or exceeds the Availability Requirement. Such monitoring and management will include (at minimum):
- Proactively monitoring on a 24 x 7 basis all functions, servers, firewall, and other components associated with the security and reliability of the Subscription Services and the Service Software
- If such monitoring identifies, or Company otherwise becomes aware of, any circumstance that is reasonably likely to threaten the Availability of the Subscription Services, taking all necessary and reasonable remedial measures to promptly eliminate such threat and ensure full Availability
- If Company receives knowledge that the Subscription Services or the Service Software function or component is not Available (including by written notice from Customer):
- Confirming (or disconfirming) the outage by a direct check of the associated facility or facilities
- If Company’s facility check confirms a Subscription Services outage in whole or in part, notifying Customers subscribed to notifications in writing that (a) an outage has occurred (providing such details as may be available), and (b) the Subscription Services have become Available following an outage.
6. Service Maintenance
Company shall continuously maintain the Subscription Services to optimize Availability that meets or exceeds the Availability Requirement. Such maintenance services shall include offering to Customer and its Authorized Users:
- All security patches
- All updates
- All bug fixes to the Subscription Services, including the Service Software, that Company
provides at no additional charge to its other similarly situated customers
- All such services and repairs as are required to maintain the Subscription Services or are ancillary, necessary or otherwise related to Customer or its Authorized Users’ access to or use of the Subscription Services, so that the Subscription Services operate properly in accordance with this Agreement
7. Service Availability
Based on the product, Customer has the ability to monitor Company’s service availability by going to the following sites, which are updated in real time:
8. Remedies for Service Availability Failures
If, in a given quarter, the Availability Requirement is not met, then at Customer’s written request, Customer’s account shall be credited by the amount of the percentage of the quarterly fee that fell under the Availability Requirement. To receive such credit, Customer’s written request must be submitted within 30 days from the date of the Service Availability Commitment was not met.
If Availability is less than ninety-eight (98) percent in any three consecutive Service Periods, then, in addition to all other remedies available to Customer, Customer may terminate the Agreement or the applicable Service Order immediately for cause on thirty (30) days written notice to Company.