This Service Level Agreement (“SLA”) is between you, a Savii customer, and Savii, Inc. (“Savii”). This SLA is subject to the Savii Care SAAS Subscription Web Purchases Agreement (the “Agreement”). Capitalized terms used herein and not otherwise defined have the meaning specified in the Terms.
1. Service Level Commitment
a. Savii's goal is to provide 99.5% uptime with respect to Customers’ Savii Care Service during each calendar month of the Agreement term, excluding Regularly Scheduled Maintenance (as defined in 1(b)) times. If in any calendar quarter an uptime of 99.5% is not met by Savii and Customer was negatively impacted (i.e., attempted to log into or access the Savii Care Service and failed due to the unscheduled downtime of the Savii Care Service), Savii shall provide, as the sole and exclusive remedy, a service credit equal to one month’s fees for use of the Savii Care Service.
b. Scheduled and Unscheduled Maintenance: Regularly Scheduled Maintenance time does not count as downtime. “Regularly Scheduled Maintenance” includes (i) planned downtime, which shall be any period outside of the hours of 6:00 a.m. to 10:00 p.m. Eastern Time, Monday through Friday and 8:00 a.m. to 5:00 p.m. Eastern Time Saturday, Sunday, and holidays for which Savii gives eight (8) hours or more notice that the Savii Care Service will be unavailable; and (ii) downtime caused by circumstances beyond Savii's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, telecommunications failures or delays, computer failures involving hardware or software not within Savii's possession or reasonable control and acts of vandalism (including network intrusions and denial of service attacks). Savii in its sole discretion may take the Savii Care Service down for unscheduled maintenance and in that event will attempt to notify Customer in advance. Such unscheduled maintenance will be counted against the uptime guarantee. Customer is solely responsible for providing, at its own expense, all network access to the Savii Care Service, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, access and use the Savii Care Service.
c. Third Party Software: To the extent that unscheduled downtime occurs due to failure, malfunction, or unavailability of third-party software services or modules that are part of the Savii Care System or Savii Care Service, such unscheduled downtime will not count against Savii with regard to this Service Level Agreement.
d. Exclusive Remedy: Customers may receive service credits only for up to two calendar months in any given calendar year. If Savii fails to meet its uptime commitments to Customer in three consecutive quarters, Customer may terminate this Agreement and will be entitled to a pro-rated refund of the unused Fees. Customer shall not exercise the rights in this Schedule 1 without a reasonable basis or belief that the applicable service level commitment was not satisfied.
THIS SECTION 1 SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND Savii's ENTIRE LIABILITY, FOR ANY FAILURE TO MEET THE SERVICE LEVEL COMMITMENT.
2. Credit Request
a. In order to receive a credit under this Service Level Statement, Customer must request it by emailing Savii at support@saviicare.com within five days of the end of the applicable quarter. If Customer submits a credit request and does not receive a prompt automated response indicating that the request was received, Customer must resubmit the request because the submission was not properly received and will not result in a credit. Customers who are past due or in default with respect to any payment or any material contractual obligations to Savii are not eligible for any credit under this Service Level Agreement. The service credit is valid for up to six months from the quarter for which the credit was issued. Savii shall calculate any service level downtime using Savii Care’s system logs and other records. Service credits will be applied on Customer’s next Savii Care invoice following Savii's receipt of Customer’s request for credit.
3. Updates/Notice
a. This Service Level Agreement may be amended by Savii in its discretion but only after providing thirty days advance notice. Notices will be sufficient if provided to Customer’s subscription administrator(s) either: (a) as a note on the screen presented immediately after completion of the log in authentication credentials at the log in screen, or (b) by email to the registered email address(es) provided for the subscription administrator(s) for Customer’s account.
v.08.31.16.1