Definitions. Except as otherwise modified or defined herein, all capitalized terms in this Service Level Agreement (“SLA”) have the same meanings as set forth in the Viewpath Terms and Conditions and any applicable Service Order (collectively, the “Agreement”). For the purposes of this SLA the following definitions will apply.
“Scheduled Maintenance Window” means the window during which weekly scheduled maintenance of the Service(s) may be performed. The Scheduled Maintenance Window is between the hours of Friday 9:00pm to Saturday 5:00pm Pacific Standard Time.
“Emergency Maintenance” means any time outside of Schedule Maintenance Window that Viewpath is required to apply urgent patches or fixes, or undertake other urgent maintenance activities. If Emergency Maintenance is required, Viewpath will use commercially reasonable means to contact and notify its customers and provide the expected start time and the planned duration of the Emergency Maintenance and if Viewpath expects all or any part of its Service(s) to be unavailable during the Emergency Maintenance.
“Service Credit” means the percentage of the monthly Service fees paid or payable for the Service(s) awarded to Customer for a validated claim associated with that portion of the Service(s) related to breach of this SLA during that month.
In any given month, Customer shall in no event be entitled to receive a credit which exceeds 100% of its monthly Service fees for the nonconforming Service(s).
Any Service Credits earned by Customer hereunder will be applied to the Service fees owed by Customer for the next Service(s) period for which the Service Credit applies. Service Credits earned by Customer hereunder shall be applied against amounts due for an Extension Term. If Service Credits cannot be applied to future Service fees because the Agreement is terminated due to Viewpath’s breach of the Agreement, Viewpath will promptly pay Customer the amount of the Service Credit.
Customer must notify Viewpath in writing within five (5) business days from the occurrence of the SLA incident. Customer’s written notification to Viewpath must adequately identify the details of the relevant incident. If requested by Viewpath, Customer will provide Viewpath with a copy, screen shot, error message or other indication of the SLA incident for analysis. Failure to comply with these reporting requirements may forfeit Customer’s right to receive a remedy in connection with this SLA.
For all claims subject to validation by Viewpath, Viewpath will use log files, database records, audit logs, and any other information available to validate claims and make a good-faith judgment on the applicability of the SLA to said incident. Viewpath shall make information used to validate a SLA claim available for auditing by Customer at Customer’s request.
Except for the gross negligence or willful misconduct, the remedies set forth herein represent Customer’s sole and exclusive remedy for Viewpath’s breach of this SLA.
Customer shall not have any remedies under this SLA to the extent any SLA claim is due to: (i) use of the Service(s) outside the scope described in the Agreement; (ii) Customer equipment or 3rd party software, hardware or network infrastructure not under the direct control of Viewpath; (iii) failure of Customer to abide by the terms of the Agreement; or (iv) a Force Majeure event. This SLA does not apply to any end of life product or Service(s) of Viewpath.
Availability. Viewpath warrants at least 99.9% Service Availability, which is defined as a % of total time during which the Service is available during each calendar month, excluding Scheduled Maintenance Windows and Emergency Maintenance. For the purposes of calculating Service Availability, only downtime occurrences exceeding 43.8 minutes will apply.
Remedy. If the Service Availability is less than 99.9%, and if Customer has fulfilled all of its obligations under the Agreement and this SLA, Viewpath will provide Customer with a Service Credit for the month in which the failure to meet Service Availability has occurred. The Service Credit will be calculated in accordance with the table below.