EVERYTHING LOCATION SERVICE LEVEL AGREEMENT
Last Updated: April 5, 2016
This Service Level Agreement (“SLA”) is a part of and incorporated into the Everything Location Terms of Service (the “Terms”). If any provision of this SLA is inconsistent or conflicts with any provision in the Terms, this SLA will control with respect to the subject matter hereof. Capitalized terms used in this SLA but not defined herein have the meanings first given to such term in the Terms.
1.1 "Downtime" means the total number of minutes in a calendar month that the Everything Location Service is not available in accordance with the Service Commitment (as defined below in Section 2.1) (that is, excluding from such periods of unavailability those periods of unavailability excused under Section 2.2 below).
1.2 "Monthly Uptime Percentage" means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.
1.3 "Scheduled Downtime" means the dates and times that Everything Location schedules to perform maintenance, upgrades, or take other actions related to the Everything Location Service, including the Everything Location website, systems, and servers, which Everything Location uses to provide the Everything Location Service as a service, and which require that the Everything Location Service be taken off-line and made unavailable to Customer and Customers.
2. SERVICE LEVEL COMMITMENT
2.1 Service Level Commitment. Everything Location will use commercially reasonable efforts to make the Everything Location Service available to Customer, with material features in substantial conformance with the Documentation, 99.99% of the time twenty-four (24) hours a day and seven (7) days a week, measured over each consecutive calendar month (“Service Commitment”).
2.2 Exclusions. excluding periods of unavailability due to problems that result from (a) any failure by Customer to comply with the Agreement, including any failure by Customer to use the Everything Location Service in accordance with the Documentation or other instructions provided by Everything Location, (b) any unauthorized use of the services based on the Everything Location Service, whether by Customer or any Customer, (c) Scheduled Downtime (as defined herein below), (d) any failure of Customer’s and/or any third party’s equipment or (d) any downtime caused by factors beyond Everything Location reasonable control, which might include but are not limited to any acts of common enemy, natural disasters, epidemics, and the inability to secure services from other vendors (e) any of the items excluded in Section 4 of the Terms (f) any further applicable items excluded within the Service Level Agreement provided by the third party Hosting Services Provider.
2.3 Scheduled Downtime. Everything Location will use commercially reasonable efforts to notify Customer of the specific dates and times of the Scheduled Downtime not less than forty-eight (48) hours in advance of the Scheduled Downtime. This notice may be sent in the form of an email or other manner of communication Everything Location generally uses to communicate with its Customers regarding Scheduled Downtime. Scheduled Downtime will be performed between the hours of 9 p.m. and 3 a.m. Pacific Standard Time, and will not exceed four (4) hours in any single instance and eight (8) hours in the aggregate during any calendar month.
3. SERVICE LEVEL CREDITS
3.1 Service Credits. If in any calendar month Everything Location fails to meet the Service Commitment, then upon Customer’s written request received within thirty (30) days following the calendar month in which the service level failure occurred. Everything Location will provide Customer with the service credit set forth below and corresponding to the applicable Monthly Uptime Percentage, for the calendar month in which the Downtime occurred (“Service Credit”). The Service Credits earned by Customer on a monthly basis shall be based upon the Downtime occurring within the immediately prior calendar month. Everything Location will apply Service Credits only against Customer’s future use of the Everything Location Service and in no event shall a Service Credit be redeemable for refunds of any kind. Service Credits may not be transferred or applied to any other account. A Service Credit shall be Customer’s sole and exclusive remedy and Everything Location’ entire obligation for any service level failure.
Monthly Uptime Percentage
<99.9% to >/= 99.0%
3% of credits*
7% of credits*
*Credits are defined as the number of credits purchased with a pre-paid credit pack or credit plan calculated over one calendar month (eligible only for subscription and one-time transactions), or based on monthly usage for post-pay accounts.
3.2 Service Credit Request. To receive a Service Credit, Customer must submit a claim by sending an email to email@example.com. If the Monthly Uptime Percentage applicable to the month of such request is confirmed by Everything Location and is less than 99.99%, then Everything Location will issue the applicable Service Credit to Customer within one (1) billing cycle following the month in which Customer’s request is confirmed by Everything Location. Customer will be disqualified from receiving a Service Credit if Customer fails to provide the request and other information as set forth below. To be eligible, the credit request must be received within thirty (30) days following the calendar month in which the service level failure occurred and must include:
(1) “Service Credit Request” in the subject line;
(2) The dates and times of each incident of Downtime that Customer is claiming; and
(3) Customer’s request logs that document the errors and corroborate Customer’s claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).
4. EVERYTHING LOCATION HOSTING SERVICES PROVIDER
Customer acknowledges and agrees that Everything Location currently uses a third party, Amazon Web Services, LLC, as its hosting services provider for the Everything Location Service. Everything Location may from time to time, at Everything Location’s sole discretion and without Customer’s consent, change its hosting services provider; provided that Everything Location will continue to perform its obligations in accordance with the Agreement.