Uptime Commitment for CommunityWFM Software as a Service Agreement

This Service Level Addendum (“SLA”) between CommunityWFM (“VENDOR”, “us” or “we”) and users of the VENDOR Software as a Service (SaaS) (“you”, “your” or “Customer”) governs your communications to us for the PRODUCT (“CommunityWFM Enterprise” or “CommunityWFM Essentials”) under the provisions of the VENDOR’s Software as a Service Terms and Conditions (the “Terms”).

This SLA applies separately to each of the PRODUCT as ordered by you as defined in the Terms. This SLA does not apply to any other PRODUCTS or material items.

Unless otherwise provided herein, this SLA is subject to the provisions of the Terms. Capitalized words and phrases have the meaning specified in the Terms. We reserve the right to change the terms of this SLA in accordance with the Terms.

 

    1. Service Commitment: 99.95% Uptime.
        1. VENDOR will use commercially reasonable efforts to make the PRODUCT available with a Monthly Uptime Percentage of at least 99.95% during any Monthly billing cycle (the “Service Commitment”). Subject to the VENDOR SLA exclusions, if we do not meet the Service Commitment, you will be eligible to receive a Service Credit as defined in Section 3 herein. A Monthly Uptime Percentage of 99.95% means that we guarantee you will experience no more than twenty-one point five six (21.56) minutes per month of Unavailability.
    2. Definitions.
        1. “Billing Cycle” means the thirty (30) day billing period specified in the SaaS Agreement or accepted Order.
        2. “Communication” means an acknowledged correspondence between VENDOR and you about the PRODUCT you utilize.
        3. “Delayed Response” means the VENDOR was unable to respond to your communication within the timeframe as defined within this SLA.
        4. “Monthly Uptime Percentage” means the percentage of time in which the VENDOR PRODUCT is available to you during a monthly billing cycle.
        5. “PRODUCT” means CommunityWFM Enterprise or CommunityWFM Essentials being accessed on VENDOR designated servers.
        6. “Response Time” is the amount of time it takes for VENDOR to acknowledge the correspondence created by the Customer. This time is based on when the response is received by the VENDOR.
        7. “Return to Service Date” means the estimated time to repair the issue reported by the User, acknowledged and repair actions completed by VENDOR.
        8. “Service Commitment” means the amount of time the PRODUCT is accessible to you during any monthly billing cycle.
        9. “Service Credit” or “Service Credits” means a credit denominated in US dollars, calculated as set forth in this SLA, that we may credit back to an eligible account.
        10. “Terms” means the terms and conditions of VENDOR Software as a Service Agreement executed between the VENDOR and Customer.
        11. “Unavailable” and “Unavailability” mean the VENDOR team is unable to reply because of a scheduled holiday, scheduled maintenance or force majeure event. You are able to inquire about these specific events as necessary.
        12. “User” means the individual or individuals within the Customer’s organization authorized to report issues with the CommunityWFM PRODUCT.
    3. Service Credits and Service Commitments. Service Credits are calculated as a percentage of the total charges due on your PRODUCT invoice for the monthly billing cycle in which the Unavailability occurred, applied proportionally to the services that were Unavailable, in accordance with the schedule below.
        1. For Monthly Uptime Percentage less than 99.95% but equal to or greater than 99.0%, you will be eligible for a Service Credit of 1% of the charges attributable to the affected Monthly Uptime Percentage less than 99.95% but equal to or greater than 99.0%, you will be eligible for a Service Credit of 1% of the charges attributable to the affected resources.
        2. For Monthly Uptime Percentage less than 99.0%, you will be eligible for a Service Credit of 30% of the charges attributable to the affected resources.

        We will apply any Service Credits only against future payments for the Services otherwise due from you. At our discretion, we may issue the Service Credit to the credit card or other approved method of payment you used to pay for the billing cycle in which the Unavailability occurred. Service Credits will not entitle you to any refund or other payment from VENDOR. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account.

    4. Sole Remedy. Unless otherwise provided in the Terms, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the PRODUCT is the receipt of a Service Credit (as eligible) in accordance with the terms of this SLA.
    5. Credit Request and Payment Procedures. To receive a Service Credit, you must submit a claim by emailing jershin@communitywfm.com. To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include the following.
        1. The words “SLA Credit Request” in the subject line.
        2. The dates and times of each Unavailability incident that you are claiming.
        3. The account handle(s).
        4. Logs that document the errors and corroborate your lack of response (any confidential or sensitive information should be removed or replaced with asterisks).

        If the Delayed Response is confirmed by us we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide information as required above will disqualify you from receiving a Service Credit.

    6. SLA Exclusions. The service commitment does not apply to any unavailability, or suspension or termination or misuse of the PRODUCT by you, or any other PRODUCT performance issue as specified below.
        1. That results from a suspension or Remedial Action, as described in the Terms.
        2. Caused by factors outside of our reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the VENDOR network.
        3. That results from any actions or inactions of you or any third party.
        4. That results from the equipment, software or other technology of you or any third party authorized by you (other than third party equipment within our direct control).
        5. That results from failures of PRODUCT not attributable to Unavailability.
        6. That results from any maintenance or attempted maintenance performed by you or any third party not designated by us.

        If availability is impacted by factors other than those used in our Delayed Response calculation, then we may issue a Service Credit considering such factors at our discretion.