This Simloud Service Level Agreement (“SLA”) is subject to the Simloud Terms of Service (the “Terms”). Subject to the Company’s right to suspend Customer’s access to and use of the applicable Services pursuant to the Terms, during the Subscription Term the Company will provide Customer access to the Product and Services on a twenty four hour, seven days a week (24x7) basis at a rate of 99.99% (“Product Uptime Metric”).
1.1. Except for terms defined herein, capitalized terms used and not defined herein shall have the meanings as set forth in the Terms.
1.2. The following definitions apply to this SLA:
1.2.1. “Downtime Event” means the time in which the Product or Service is unavailable to the Customer as measured and determined solely by the Company based on its servers. Downtime Events shall exclude: (i) planned downtime events announced at least forty eight (48) hours in advance by the Company, including without limitation, for periodic upgrade and maintenance; and/or (ii) any time where the Company is awaiting for information from the Customer or awaiting for Customer’s confirmation that the Product or Service has been restored.
1.2.2. “Annual Downtime Period” means the total number of minutes for the applicable Subscription year during which the Product or Service is unavailable to the Customer due to Downtime Events. “Annual Downtime Period” does not include any unavailability resulting from any Exclusion (as defined below).
1.2.3. “Annual Uptime” means the total number of minutes for the applicable Subscription year minus the Downtime Period, divided by the total number of minutes in the applicable Subscription year and multiplied by 100.
1.2.4. “Service Credit” means monetary credit due to the Customer as a result of Annual Downtime Period, and equal to the percentage detailed in the table below of Customer’s Fees in the year in which the Annual Downtime Period occurred:
|Annual Uptime||Service Credit Percentage|
|Between 99.99% - 99.0%||10%|
|Between 99.0% - 90.0%||15%|
2. Service Credit Eligibility
2.1. If the Annual Uptime is less than 99.99%, then the Customer will be eligible to receive a Service Credit as detailed in the table above. The Company may adjust the measure of availability by the monitoring service to account for any Exclusions (defined below) applicable to such period.
2.2. THE CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT ITS RIGHT TO RECEIVE SERVICE CREDITS AS SPECIFIED ABOVE CONSTITUTES ITS SOLE AND EXCLUSIVE REMEDY FOR ANY DOWNTIME EVENTS.
2.3. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, THIS SLA DOES NOT APPLY TO ANY DOWNTIME EVENTS THAT: (I) RESULTED FROM A FORCE MAJEURE EVENT (II) RESULTED FROM CUSTOMER’S SOFTWARE, HARDWARE, EQUIPMENT OR OTHER TECHNOLOGY (EXCEPT FOR EQUIPMENT WITHIN THE COMPANY’S DIRECT CONTROL), AS WELL AS ANY EVENTS CAUSED BY THE CUSTOMER’S OWN MANAGEMENT OR MISUSE OF THE PRODUCT AND SERVICES; (III) RESULTED FROM ANY ACTION, INACTION, ABUSES OR OTHER BEHAVIORS OF THE CUSTOMER; OR (IV) RESULTED FROM DOWNTIME OF THIRD PARTY SERVICES (TOGETHER, THE “EXCLUSIONS”).
2.4. In order to receive any of the Service Credits described above, the Customer must notify the Company’s technical support team by sending an email to email@example.com (the “Claim”), within thirty (30) days from the time on which the Customer becomes eligible to receive Service Credits. Such Claim must include: (a) “SLA Claim” as the title of the email; (b) the dates and times of the Annual Downtime Period for which the Service Credit is being claimed; (c) any documentation of the applicable outage. Upon receipt of the Claim, the Company will perform the research necessary to verify whether Customer is entitled to the Service Credit. Except for the final year of the Subscription Term, each Service Credit will be applied to the applicable Subscription year subsequent to when the Unavailable Time occurred, provided the Claim is made within the time period mentioned above. No refunds or cash value will be given except for the final year of the Subscription Term. Failure to comply with this requirement will forfeit such Customer’s right to receive Service Credits.
3. Customer Support
3.1. Customer may contact Customer support via email or phone (as needed and by prior coordination) in accordance with the Company’s policy, which may be amended from time to time.