1. Services Commitment
Instaply will use commercially reasonable efforts to make the Services available 99.9% of the time (“Monthly Uptime Percentage Target”). In the event Instaply does not meet the Monthly Uptime Percentage Target in a given calendar month, Customer will be eligible to receive a Service Credit as described below.
The following capitalized terms shall be given the meaning set forth below:
2.1 “Unavailable Time” means the times when the Services are not available for use, as identified in accordance with third party performance and monitoring services contracted by Instaply at its sole discretion (the “Monitoring Service”). The Monitoring Service reports of when the Services were available can be provided to Customer by Instaply in writing. For the avoidance of doubt, any Services issues or outages relating to any Exclusions (defined below) shall not be deemed as Unavailable Time.
2.2 “Monthly Uptime Percentage” is calculated by subtracting from 100%, the percentage of continuous 5 minute periods during a calendar month when the Services are provided by Instaply to Customer, in which the Services were in a state of Unavailable Time as identified by Monitoring Service.
2.3 A “Service Credit” is a dollar credit, calculated as set forth below, that Instaply may credit back to an eligible Customer account:
- For a calendar month where the Uptime Monthly Percentage, as identified by Monitoring Service, does not meet the Monthly Uptime Percentage Target due to Unavailable Time, Instaply, at its sole discretion after confirming the nature and accuracy of the Unavailable Time, will credit Customer’s account a percentage of that month’s billings, as defined by this table:
|MONTHLY UPTIME PERCENTAGE||SERVICE CREDIT|
- Service Credit shall be issued to Customer’s Instaply balance for future use only. No refunds or cash value will be provided. Service Credits may not be transferred or applied to any other account.
3. Credit Request and Payment Procedures
To apply for a Service Credit, Customer must submit a request via email to email@example.com within 30 days of the month in which the Unavailable Time occurred. The request must include (i) “SLA Claim” as the subject of the email; (ii) the dates and times of the Unavailable Time for which Customer is requesting credit; and (iii) any applicable information that documents the claimed outage.
Notwithstanding anything to the contrary, no Unavailable Time shall be deemed to have occurred with respect to any unavailability, suspension or termination of the Services, or any other Services performance issues, that (i) are caused by factors outside of Instaply’s reasonable control, including, without limitation, any force majeure event, carrier related problems or issues, or Internet access or related problems beyond the demarcation point of Instaply or its direct hosting subcontractors (i.e. beyond the point in the network where Instaply maintains access and control over the Services); (ii) result from any actions or inactions of Customer or any third party (other than Instaply’s direct hosting subcontractor); (iii) result from applications, equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Instaply’s direct control); (iv) arise from Instaply’s suspension and termination of Customer’s right to use the Services in accordance with the Agreement; (v) scheduled maintenance; or (vi) problems or issues related to alpha, beta or not otherwise generally available Instaply features or products (collectively, the “Exclusions”).
5. Sole Remedy
Service Credits shall be Customer’s sole and exclusive remedy for any unavailability or non-performance of the Services or other failure by Instaply to provide the Services.
6.1. Support Generally. Instaply will provide online support via text messaging through Instaply OR email at firstname.lastname@example.org (such support, the “Product Support”). Instaply and Customer agree that Instaply will make commercially reasonable efforts to make Product Support available to Customer 24/7, 365 days a year (with the exception of holidays).
6.2. Severity Levels and Response Times. Upon Customer’s report of a problem with the Services, an Instaply representative will acknowledge the report by issuing a confirmation to Customer, either by text message or by email, and Instaply will assign a severity level to the problem based on the type of issue reported, according to the following schedule:
- Severity 1 (Critical): A critical problem that involves Unavailable Time or fundamental functionality of the Services that precludes productive use of the Services and that is having, or is likely to have, an immediate and material impact on a critical business activity of Customer.
- Instaply Response Time: Instaply will respond within one (1) hour of the issue being logged with Product Support and will act with commercially reasonable efforts to resolve the problem.
- Severity 2 (Significant): A significant problem that involves functionality of the Services (including loss of Customer Communications) or degraded or partial availability of the Services, but that does not preclude productive use of the Services and is not having, and is not likely to have, an immediate and material impact on a critical business activity of Customer.
- Instaply Response Time: Instaply will respond within two (2) hours of the issue being logged with the Product Support and will act with commercially reasonable efforts to resolve the problem.
- Severity 3 (Low Impact): An inconvenient problem with the Services that inhibit a feature of the Services but does not preclude use of the Services.
- Instaply Response Time: Instaply will respond within one (1) business day of the issue being logged with the Product Support and will act with commercially reasonable efforts to resolve the problem.
- Severity 4 (Minor): General questions related to the use of the Services or an error that is minor or cosmetic in nature.
- Instaply Response Time: Instaply will respond within five (5) business days of the issue being logged with Product Support and will act with commercially reasonable efforts to resolve the problem.
6.3. Customer’s Obligations Relating to Support Requests. In order to ensure that Instaply is able to meet the response times set forth above and provide Product Support in the most efficient manner, Customer agrees, in addition to using its reasonable efforts to provide Instaply with all relevant information reasonably necessary for Instaply to respond to a Product Support request and Customer’s general cooperation: (a) to designate primary and secondary liaisons who have been trained on the Services and to provide Instaply with all necessary after-hours contact information for those individuals; (b) that all Product Support requests will be centralized through the primary and secondary liaisons; (c) to submit Product Support requests to Instaply’s Product Support; (d) to use reasonable efforts to diagnose and resolve problems in the operation of Customer’s use of the Services prior to contacting Instaply for Product Support; (e) to use reasonable efforts to confirm that reported problems are due to a malfunction of the Services; and (f) to work with Instaply to return Product Support requests to reasonable levels if Instaply deems that Customer’s Product Support requests exceed reasonable or typical levels for the Services. Customer must notify Instaply of any problems with the Services in a timely manner (depending on the circumstances, but in no event later than thirty (30) days after becoming aware of an issue with the Services).
Please contact us at email@example.com if you have any questions about our Service Level Agreement.