Appendix B: Service Level Agreement (SLA)
This Service Level Agreement ("SLA") applies to the Services provided by the Company to the Partner.
1. Service Level Objective
The Company will use commercially reasonable efforts to make the Services available to the Partner. This SLA describes a service level objective and is not a warranty of service availability. The Partner acknowledges that the Services may be subject to interruptions, delays, and other problems inherent in the use of the internet and electronic communications.
2. Service Credits
If the availability of a Service drops below 99.0% in a given calendar month (an "Uptime Failure"), the Partner may be eligible to receive a service credit (a "Service Credit").
A Service Credit is calculated as a percentage of the fees invoiced for the specific Service(s) that experienced the Uptime Failure for the calendar month in which the Uptime Failure occurred. The Company's monitoring and logging systems shall be the sole and exclusive source of information for determining any Uptime Failure.
The applicable Service Credit is as follows:
- Monthly Uptime Percentage 95.0% to < 99.0%: A Service Credit of 5% of the fees invoiced for the affected Service(s) for that calendar month.
- Monthly Uptime Percentage < 95.0%: A Service Credit of 10% of the fees invoiced for the affected Service(s) for that calendar month.
This Service Credit is the Partner's sole and exclusive remedy, as further detailed in Section 4, and shall not be applied to any other fees or any other billing period.
3. Exclusions
Notwithstanding anything to the contrary, no Uptime Failure will be deemed to have occurred as a result of any unavailability, suspension, or termination of the Services, or any other performance issues, that result from any of the following (the "Exclusions"):
- Factors outside of our reasonable control, including any Force Majeure Event.
- Failures of our underlying cloud service providers (e.g., Amazon Web Services, Google Cloud).
- Any actions or inactions of the Partner or any third party acting on the Partner's behalf.
- Partner's equipment, software, or other technology, including but not limited to the Partner Content.
- Failures of internet access or problems beyond the demarcation point of the Company network.
- Any suspension or termination of the Partner's right to use the Services in accordance with the Terms.
- Scheduled maintenance, for which we will provide at least 24 hours' notice.
- Emergency maintenance, performed for reasons such as patching critical security vulnerabilities.
- Denial-of-service attacks, viruses, or other malicious attacks on the Service.
4. Sole and Exclusive Remedy
The service credits described in Section 2 are the Partner's sole and exclusive remedy for any Uptime Failure or any other unavailability or non-performance of the Services. The maximum total service credit for any calendar month shall not exceed 10% of the monthly fee for the affected Service(s). All service credits will be applied to future invoices and will not be paid out as cash refunds.
5. Claim Procedure
To receive a service credit, the Partner must be in good standing with all payment obligations. The Partner must submit a claim by sending an email to support@zutobi.com. To be eligible, the claim must:
- Be received by the Company within seven (7) business days of the end of the month in which the Uptime Failure occurred.
- Include the dates and times of each incident of unavailability that the Partner is claiming.
Failure to comply with these requirements will forfeit the Partner's right to receive a service credit.
