Service Level Agreement
NOVEMBER 1, 2020
The following defined terms apply to this Service Level Agreement (“SLA”). Capitalized terms not defined below have the meanings ascribed to them in the Chase Data Corporation Terms of Service, Master CCaaS and Services Agreement, or other similar written agreement between the parties, as applicable (“Agreement”).
(a) “Actual Monthly Uptime Percentage” = (A-B+C)/A , where:
A = Total Monthly Time (defined below);
B = Scheduled Downtime (defined below); and
C = Excluded Monthly Times (defined below).
(b) Monthly Uptime Percentage Threshold” means the percentage listed in the table below under the heading, “Monthly Uptime Percentage Threshold.”
(c) “Service Credit” means the dollar credit that Chase Data Corporation will credit to a Customer’s eligible account if the Actual Monthly Uptime Percentage is less than the Monthly Uptime Percentage Threshold, and which is calculated by multiplying the Service Credit percentage listed in the table below by either (i) with respect to the Chase Data Corporation Services, Customer’s usage fees, in the applicable calendar month.
(d) “Total Monthly Time” means the total number of hours in the applicable calendar month.
(e) “Scheduled Downtime” means the number of hours in the applicable calendar month during which Chase Data Corporation’s Services are unavailable for use due to scheduled, routine and emergency maintenance. Regularly scheduled maintenance time does not count as downtime. Maintenance time is regularly scheduled if it is communicated in accordance with the Notice section set forth below at least two full business days in advance of the maintenance time. Regularly scheduled maintenance time typically is communicated at least a week in advance, scheduled to occur between 3:00 AM and 6:00 AM Eastern Time and takes less than 15 hours each month.
Chase Data Corporation in its sole discretion may take the Services down for unscheduled maintenance and in that event will attempt to notify customer in advance in accordance with the Notice section set forth below. Such unscheduled maintenance will not be counted against the uptime guarantee.
(f) “Excluded Monthly Time” is defined as follows. Notwithstanding any provision in this Agreement to the contrary, no Unavailable Monthly Time will be deemed to have occurred if downtime: (i) is caused by factors outside of Chase Data Corporation’s reasonable control, including, without limitation, telecommunications provider-related problems or issues, Internet access or related problems occurring beyond the point in the network where Chase Data Corporation maintains access and control over the Services; (ii) results from any actions or inactions of Customer or any third party (except for Chase Data Corporation’s agents and subcontractors); (iii) results from the Customer’s applications, Customer’s equipment, software or other technology, add-on services, or third party equipment, software or other technology (except for equipment within Chase Data Corporation’s direct control); (iv) occurs during Chase Data Corporation’s scheduled maintenance for which Chase Data Corporation will provide at least twenty-four (24) hours prior notice; (v) occurs during Chase Data Corporation’s emergency maintenance (maintenance that is necessary for purposes of maintaining the integrity or operation of the Services), regardless of the notice provided by Chase Data Corporation; or (vi) results from any alpha, beta, developer preview, development test bed environments, trial accounts, descriptions of similar import or not otherwise generally available Chase Data Corporation features or products; or (vii) periods of Unavailable Monthly Time that are less than five (5) minutes of continuous unavailability in duration (collectively, the “Excluded Monthly Times”).
Chase Data Corporation commits to provide a Monthly Uptime Percentage of 99.95% with respect to the Customer’s Service during each service month of the Term, excluding Scheduled Downtime and Excluded Monthly Time.
If in any service month this uptime commitment is not met by Chase Data Corporation and Customer was negatively impacted, Chase Data Corporation shall provide, as the sole and exclusive remedy, a service credit equal to 10% of that month’s fee for the use of the Service.
In order to receive a credit under this service level commitment, Customer must request it by emailing Chase Data Corporation at firstname.lastname@example.org, within five days of the end of the applicable month. If Customer submits a credit request and does not receive a prompt automated response indicating that the request was received, Customer must resubmit the request because the submission was not properly received and will not result in a credit. Customers who are past due or in default with respect to any payment or any material contractual obligations to Chase Data Corporation are not eligible for any credit under this service level commitment. The service credit is valid for up to two years from the month for which the credit was issued. Chase Data Corporation shall calculate any service level downtime using Chase Data Corporation’s system logs and other records.
This service level commitment may be amended by Chase Data Corporation in its sole discretion but only after providing thirty days advance notice. Notices will be sufficient if provided to a user designated as an administrator of your Chase Data Corporation account either: (a) as a note on the screen presented immediately after completion of the log in authentication credentials at the log in screen, or (b) by email to the registered email address provided for the administrator(s) for Customer’s account.
Exclusion of Trial and Custom Development Accounts
Chase Data Corporation Sandbox and Trial accounts and other test environments are expressly excluded from this or any other service level commitment.
Entire SLA Liability
With respect to any failure of Chase Data Corporation to meet the uptime percentage, this Agreement states Chase Data Corporation’s sole and entire liability to Customer and Customer’s sole remedy.