SERVICE LEVEL AGREEMENT
Latest Version – November 12, 2021
Previous Versions – https://www.strongdm.com/legal/archive/service-level-agreement
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Definitions. For the purposes of this Service Level Agreement, the following definitions shall apply:
1.1. “Applicable Monthly Fees” means the total fees paid by Customer for Services during a month during which Downtime occurred.
1.2. “Availability” or “Available” means the number of Downtime minutes subtracted from the number of minutes in a month.
1.3. “Downtime” means the total number of minutes in a given month where the Services have five percent (5%) or greater user error rate in any given month as monitored by Provider based on results from ping tests, web server tests, TCP port tests, and database query tests. Downtime is measured based on server side error rate and shall not include any Scheduled Maintenance.
1.4. “Scheduled Maintenance” means the total number of minutes in a given month for a planned, defined, and scheduled period of time during which Provider performs routine maintenance on the Services. Provider will endeavor to give Customer at least seven (7) business days prior written notice (email to suffice) of any Scheduled Maintenance, including anticipated duration of the outage.
1.5. “Service Credits” means the percentage of the Applicable Monthly Fees to be credited to you by Provider in accordance with the terms of this Service Level Agreement.
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Uptime Requirement; Response Time Requirement.
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2.1. Uptime Requirement. Provider will make commercially reasonable efforts to ensure that the Services will be Available at least 99.9% of the time during each month of the Term (“Monthly Uptime Requirement”) as measured over each calendar month during the Term. The following shall be excluded from any calculation of the Monthly Uptime Percentage (as defined below) or to determine whether Provider has complied with the Monthly Uptime Requirement: (i) Scheduled Maintenance; (ii) Downtime resulting from any acts or omissions by Customer, including without limitation, any negligence, willful misconduct or use of the Services in breach of this Agreement; (iii) delays or outages caused by any third party; (iv) Downtime associated with Customer or Customer’s contractors’ provided hardware, software, network access or IP; and (iv) Downtime resulting from a force majeure event. As used herein, “force majeure event” shall mean any cause beyond the reasonable control of a party including without limitation acts of God, fire, natural disaster, accident, riots, acts of government, acts of war or terrorism, shortage of materials or supplies, failure of transportation or communications or of suppliers of goods or services, changes to any third party platforms, any usage restrictions imposed by any such third party platforms, any delays or outages arising in connection with such third party platforms, or the malicious acts of third parties (e.g. cyber attacks). The status of the Services can be checked by Customer at any time at https://status.strongdm.com/.
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Critical Service Impact Issues. Provider will use commercially reasonable efforts inform Customer via general notice of any critical service impact issue affecting most of Provider’s customers (a “Critical Service Impact Issue”) and shall provide an individual notice to Customer if such event affects Customer directly. Provider will make commercially reasonable efforts to restore service as soon as practicable and inform Customer once service has been restored. Within fourteen (14) business days following Customer’s written request, Provider will provide Customer with a post-mortem report on any Critical Service Impact Issue experienced by Customer, which will include, at Provider’s discretion, a summary of the Critical Service Impact Issue, remediation steps taken by Provider, and Downtime associated with the Critical Service Impact Issue.
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Remedies. If Provider fails to satisfy the Monthly Uptime Requirement, Customer shall be entitled to the following Service Credits, based on the percentage of the month that the Service was Available (the “Monthly Uptime Percentage”), which Customer shall be entitled to use in connection with payments due to Provider following the issuance of such Service Credits:
Monthly Uptime Percentage | Service Credit |
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< 99.9% but equal to or greater than 99% | 1% |
< 99% but equal to or greater than 95% | 5% |
< 95% | 10% |
Notwithstanding anything to the contrary herein, in order for Customer to receive any of the Service Credits described above, Customer must notify Provider by email or otherwise in writing within thirty (30) days from the time Customer becomes eligible to receive a Service Credit.