- “Uptime” is defined as all times when the Gladly Services are available to be accessed by authorized Users and performing suitably to provide Customer the ability to conduct normal business functions.
- “Downtime” is defined as all times when the Gladly Services are not available to be accessed by authorized Users, or are not stable or performing suitably to provide Customer the ability to conduct normal business functions, provided Downtime will not include Exception Times as described in the formula below.
- “Exception Times” are exceptions to the calculation of Downtime. Exception Times include times that Users are unable to access the Gladly Services due to: (i) maintenance performed during Scheduled Downtime (as defined below); (ii) a force majeure event; (iii) problems with Customer’s or a User’s network, desktop, third party software applications, hardware or network connectivity; and/or (iv) misuse of the Gladly Services by a User.
- “Scheduled Downtime” consists of times when Gladly performs system maintenance, backup and upgrade functions for the Gladly Services that will render the Gladly Services unavailable. For any Scheduled Downtime that will render the Gladly Services completely unavailable, Gladly will provide forty-eight (48) hours’ notice and for any Scheduled Downtime that will render only a single channel of the Gladly Services unavailable, Gladly will provide twenty-four (24) hours’ notice (in each case except to the extent required to respond to a security or similar emergency in which case Gladly will provide as much notice as possible). Customer may request that Gladly reschedule (at Gladly’s discretion) any Scheduled Downtime for Customer’s convenience.
- Service Level Agreement Warranty.
As long as applicable Fees are paid as they become due and Customer has not breached the terms of the Agreement, Gladly warrants to Customer (the “SLA Warranty”) that the System Availability, as calculated below, for the Gladly Services will be not less than 99.50% (the “SLA Target”).System Availability=((n-y)*100)/nwhere:
“n” is the total number of hours in a given calendar month excluding Scheduled Downtime, and Exception Times; and
“y” is the total number of Downtime hours in the given calendar month.
For months in which services commence on other than the first day of the month, the calculation of System Availability will be prorated accordingly.
- SLA Warranty Credit Remedy.
In the event Gladly fails to comply with the SLA Warranty, then as Customer’s sole remedy and Gladly’s sole liability, Gladly will issue to Customer a credit to be applied against fees payable under the Agreement in accordance with the following:
- First month of missed availability: 10% of the Subscription Fee paid for the applicable month for the Gladly Services
- Second consecutive month: 15% of the Subscription Fee paid for the applicable month for the Gladly Services
- Third consecutive month: 20% of the Subscription Fee paid for the applicable month for the Gladly Services
- Fourth consecutive month: 25% of the Subscription Fee paid for the applicable month for the Gladly Services
- Fifth consecutive month: 30% of the Subscription Fee paid for the applicable month for the Gladly Services
In order to receive credit hereunder, Customer must make a written request to Gladly within thirty (30) days of the end of the applicable month.