1. Definitions.
For purposes of this Service Level Agreement (the “SLA”), the following terms have the meanings set forth below. All initial capitalized terms in this SLA that are not defined in this Section 1 shall have the respective meanings given to them in the Agreement.
"Client Cause" means any of the following causes of an Error: (a) any negligent or improper use, misapplication, misuse, or abuse of, or damage to, the Services by Client or its authorized user; (b) any maintenance, update, improvement, or other modification to or alteration of the Services by Client ; (c) any use of the Service by Client in a manner inconsistent with the then-current Documentation; (d) any third-party products; (e) any use by Client of a non-current version or release of the Services; or (f) Client’s environment, network, hardware or software.
“Documentation” means Provider’s published user documentation for the "Error" means any reproducible failure of the Software as a Service (the “Service”) to operate in all material respects in accordance with the Documentation, including any problem, failure or error referred to in the Service Level Table.
" Agreement" means the Service Agreement between Client and Provider.
"Support Hours" means 9 am to 6 pm EST, 5 days a week, excluding United States public holidays.
"Support Request" has the meaning set forth in Section 3.1.
"Support Services" means Provider’s support of the then-current version and release of the Service.
Support Services.
Provider shall provide Support Services for the Service during the Support Hours throughout the Term in accordance with the terms and conditions of this SLA including the Service Commitment (defined below)
Support Requests and Client Obligations.
3.1 Support Requests: Client may request Support Services via the support channel specified by the Provider. Client shall include in each support request a description of the reported Error, sufficient details related thereto, and the time Client first observed the Error.
3.2 Client Obligations: Client shall provide the Provider with prompt notice of any Errors and such other reasonable cooperation and assistance as Provider may request.
3.3 Priority Levels: Provider will respond to support issues in accordance with the Priority Levels described in the table below. Provider will classify the Priority Level of each issue in Provider’s reasonable discretion, and will consider input offered by the Client in such regard.
The aggregate maximum amount of Service Credits to be issued by Provider to Client for its failure to provide fulfill the Service Commitment that occurs in a single calendar month will not exceed thirty (30) days.
4.3 Client Must Request Service Credit: In order to receive any of the Service Credits described above, Client must notify Provider in writing within thirty (30) days from the time Client becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit the Client’s right to receive a Service Credit.
4.4 Compensatory Purpose: The parties intend that the Service Credits constitute compensation to Client, and not a penalty. The parties acknowledge and agree that Client's harm caused by Provider’s delayed delivery of the Support Services would be impossible or very difficult to accurately estimate as of the Effective Date, and that the Service Credits are a reasonable estimate of the anticipated or actual harm that might arise from Provider’s breach of its Service Level obligations. Provider’s issuance of the Service Credits is Provider’s sole liability and entire obligation and Client's exclusive remedy for any Provider breach of Provider’s Service Level obligations.
4.5 Issuance of Service Credits: Provider shall, for each invoice period under the Agreement, issue to Client, together with Provider’s invoice for such period, a written acknowledgment setting forth all Service Credits to which Client has become entitled during that invoice period. Such Service Credits are only valid during the Term, apply only to Clients without past-due amounts owed, are non-transferable, and any unused Service Credits will be non-refundable upon the termination of the Agreement.
4.6 Exclusions: The Service Commitment does not apply to any downtime caused in part or in full by any of the following (i) strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, epidemic, disease, failure of utilities or communication or electronic systems, or any other causes that are beyond the reasonable control of a party so long as the parties use commercially reasonable efforts, including the implementation of business continuity measures, to mitigate the effects of such force majeure; (ii) Client and/or third party equipment, systems, networks, or infrastructure (not within the primary control of Provider); (iii) Client’s breach of the Terms or this SLA or a Client Cause; (iv) a third party cloud-hosting, cellular, or internet service provider; (v) scheduled maintenance or (vi) any cause that is not solely failure(s) of the Provider.
Dedicated Premium Customer Service refers to direct contact method to a senior customer support agent during Support Hours.
4.2 Compensatory Purpose. The parties intend that the Service Credits constitute compensation to Client, and not a penalty. The parties acknowledge and agree that Client's harm caused by Provider’s delayed delivery of the Support Services would be impossible or very difficult to accurately estimate as of the Effective Date, and that the Service Credits are a reasonable estimate of the anticipated or actual harm that might arise from Provider’s breach of its Service Level obligations. Provider’s issuance of the Service Credits is Provider’s sole liability and entire obligation and Client's exclusive remedy for any Provider breach of Provider’s Service Level obligations.
4.3 Issuance of Service Credits. Provider shall, for each invoice period under the Agreement, issue to Client, together with Provider’s invoice for such period, a written acknowledgment setting forth all Service Credits to which Client has become entitled during that invoice period. Such Service Credits are only valid during the Term, apply only to Clients without past-due amounts owed, are non-transferable, and any unused Service Credits will be non-refundable upon the termination of the Agreement.