This Agreement describes the support obligations and service level agreements between Zaui and You (“You“). This Schedule is subject to and incorporated into the Terms Of Service. This Schedule only applies to Zaui customers who have requested and paid for this agreement. Capitalized terms not defined in this Schedule are defined in the Terms Of Service.
Service Level Agreements. Zaui shall use commercially reasonably efforts to maintain:
- 99.9% Service Availability (the “Service Availability SLA”); and
- the problem resolution response times set forth in the table below (the “Problem Resolution SLA”) (collectively, the “SLAs”)“Service Availability” means the percentage of a particular month (based on 24-hour days for the number of days in the subject month) that the Service is available to You and its customers via HTTP and HTTPS, and Response Time for the Service is 3 seconds or less, as reasonably measured by Zaui in accordance with the terms of this Agreement.“Response Time” means the total processing time required by the Service to handle a request, beginning when the request arrives at the data center hosting the Service and ending when it exits such data center en route back to the customer.
Remedies for Failure to Meet SLA’s.
Subject to the sections SLA Exceptions and Support of Service and Zaui API, if Zaui:
- is required to give You a [50%] credit for the Service Availability SLA twice or more in any 12 month period; or
- fails to meet the target resolution times for the Problem Resolution SLA more than 4 times for Urgent problems in any calendar quarter;
then in either case You shall be entitled to terminate this Agreement without cause and without incurring any additional fees other than those standard fees incurred up to the effective date of termination. Termination shall be upon written notice to Zaui specifying the desired termination date.
Zaui shall not be responsible for, no credit or refund shall be available to You for, and no right of termination shall apply to, any failure to meet an SLA caused by or associated with:
- circumstances beyond Zaui’s reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure or third party software (including, without limitation, e-commerce software, payment gateways, or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of an SLA;
- failure of access circuits to Zaui network, unless such failure is caused solely by Zaui;
- scheduled maintenance and upgrades for which You have been provided at least twenty-four (24) hours prior written notice and which collectively do not exceed six (6) hours per month;
- DNS (Domain Name Server) issues outside the direct control of Zaui;
- false SLA breaches reported as of outages or errors of any Zaui measurement system;
- Your acts or omissions (or acts or omissions of others engaged or authorized by You), including, without limitation, custom scripting or coding (e.g., CGI, Perl, HTML, ASP, etc), any negligence, willful misconduct, or use of the service in breach of the Agreement;
- e-mail or web-mail delivery and transmission;
- DNS Propagation;
- outages elsewhere on the Internet that hinder access to a customer’s account;
- browser or DNS caching that may make a website appear inaccessible when others can still access it.
Support of Service and Zaui API
- Support for the Service or Zaui API as defined in our Terms Of Service. If You report to Zaui that the Service or API is not functioning properly (a “Problem Report”), Zaui shall use commercially reasonable efforts to remedy the problem in accordance with the Problem Escalation time frames set forth in Problem Escalation section below. All Problem Reports will be submitted by Your employees to firstname.lastname@example.org or by telephone to the Zaui offices.
Problem Escalation. Problem Reports will be handled in accordance with the following priorities:
Target Response/Resolution Times for Problem Reports
|Severity||Description||Target Response Time||Target Resolution Time|
|Urgent||Service is unavailable and the problem severely impacts service to customers.||1 hour||4 hours|
|High||Service is available, but some functions are not operating properly.Problem may impact service to some customers||4 Hours||1 Day|
|Medium||Service is available, but some functions have a minor problem that has little impact on customer productivity or for which a reasonable workaround exists. This will include cosmetic issues, manual/instruction/training problems.||2 Days||Next Upgrade or Mutually agreed time frame|
|Low||Service is available. Any training requests, enhancement requests, general inquiries.||5 Days||Mutually agreed time frame|
Credit Request and Payment Procedures
Zaui will track and automatically credit Your account or issue required refunds for SLA violations. In the event Zaui does not credit Your account or provide an appropriate refund for an SLA violation, You may make a request by sending an email message to email@example.com. Each request in connection with an SLA must include Your name and the dates and times of the unavailability of the Service and must be received by Zaui within thirty (30) days after the end of the month in which the SLA violation occurred. If the SLA failure is confirmed by Zaui, credits will be applied or refunds will be made within one billing cycle after Zaui’s receipt of Your SLA request.
Cap on SLA Credit and Refunds
Notwithstanding anything to the contrary herein, the total amount credited to You or refunded by Zaui in a particular month under SLAs shall not exceed 50% of the total amount of Zaui Transaction Fees earned by Zaui in such month. The specified credits and refunds, and your right to Terminate without cause as set forth in this Agreement are Your sole and exclusive remedies with respect to any failure to meet the SLAs set forth.