ROI CalculatorResilinc Service Level Agreement
This Service Level Agreement applies to Customer’s access to Resilinc’s Enterprise Services pursuant to the executed Order and corresponding Enterprise Services Terms and Conditions or other similar terms (“Terms”) between Resilinc and the applicable Customer. Capitalized terms not defined below will have the meaning given to them in the Order or Terms.
1. Service Levels and Support.
1.1. “Available” means the Enterprise Service(s) are available for Use by Customer.
1.2. Availability and Availability Service Level. Resilinc shall make the Enterprise Services Available on a 24 x 7 x 365 basis with an Availability of 99.9% (the “Availability Service Level”). The “Availability” of the Enterprise Services will be calculated by dividing (a) the total minutes in the applicable calendar quarter by (b) the sum of the total minutes in the applicable calendar quarter minus minutes of non-Availability during the applicable calendar quarter caused by: (i) scheduled or non-scheduled maintenance events that have been communicated pursuant to Sections 1.3(b) or (c) below; (ii) any exclusions under Section 2.2; or (iii) Force Majeure Events.
1.3. General Support.
(a) Resilinc shall provide e-mail, chat, and online support Monday to Friday from 5:00am to 5:00pm PST, except for Resilinc holidays, for assistance in identifying and resolving Errors (in accordance with the Severity Incident Levels set forth in Section 1.4 and the Response Times set forth in Section 1.5), and will be available to answer questions related to the Use of the Enterprise Services. “Error” means a problem causing the Enterprise Services to not materially conform to the Documentation;
(b) Resilinc shall provide at least 36 hours’ notice for updates and maintenance of the Enterprise Services.
(c) Any non-scheduled or emergency maintenance that impacts the Enterprise Services must be communicated to Customer at least four (4) hours before the emergency maintenance takes place.
1.4. Severity Levels. When Resilinc initially detects an Error with the Enterprise Services, or when Customer reports to Resilinc an Error with the Enterprise Services, Resilinc will promptly categorize the Error in accordance with the following severity incident levels (“Severity Incident Levels”):
| Severity Incident Level | Definition |
Severity 1
| A critical Error with the Enterprise Services in which any of the following occur: (a) Enterprise Services are down, inoperable, inaccessible or unavailable; (b) the Enterprise Services otherwise materially cease operation; or (c) the performance or nonperformance of the Enterprise Services prevents useful work from being done, with no reasonable option for a work-around. |
Severity 2
| An Error with the Enterprise Services in which any of the following occur: (a) Enterprise Services are severely limited or degraded or major functions are not performing properly, and the situation is causing a significant impact to certain portions of Customer or Authorized Users’ operations or productivity; (b) or the Enterprise Services have been interrupted but recovered, and in Customer’s reasonable opinion there is high risk of reoccurrence. |
Severity 3
| A minor or cosmetic Error with the Enterprise Services in which any of the following occur: (a) the Error is an irritant or operational nuisance, affects non-essential functions, or has minimal impact to business operations; (b) the Error is localized or has isolated impact; or (c) the Error is any other Error that is not a Severity 1 or Severity 2 Error, but is otherwise a failure of the Enterprise Services to materially conform to the Documentation. |
1.5. Incident Response Service Level. Resilinc will respond to Customer and provide Initial Responses, Temporary Resolutions, and Final Resolutions in accordance with the time requirements set forth in the table below (the “Incident Response Service Levels”):
| Response Times | |||
| Severity Incident Level: | Resilinc’s Initial Response will be provided within: | Resilinc’s Temporary Resolution will be provided within: | Resilinc’s Final Resolution will be provided within: |
| 1 | 2 hours from receipt of initial notice from Customer, or other discovery, of the Error | 48 hours from receipt of initial notice from Customer, or other discovery, of the Error | 7 days from receipt of initial notice from Customer, or other discovery, of the Error |
| 2 | 8 hours from receipt of initial notice from Customer, or other discovery, of the Error | 96 hours from receipt of initial notice from Customer, or other discovery, of the Error | 14 days from receipt of initial notice from Customer, or other discovery, of the Error |
| 3 | 72 hours from receipt of initial notice from Customer, or other discovery, of the Error | 7 days from receipt of initial notice from Customer, or other discovery, of the Error if Resilinc agrees to resolve issue. | 30 days from receipt of initial notice from Customer, or other discovery, of the Error if Resilinc agrees to the resolve issue. |
1.6. Definitions. For purposes of Section 1.5 above, the following definitions apply:
(a) “Initial Response” means a written or electronic response from Resilinc to Customer regarding a reported or discovered Error acknowledging receipt.
(b) “Temporary Resolution” means a temporary fix or patch that Resilinc has implemented and incorporated into the Enterprise Services to restore the Enterprise Services functionality into material conformity with its Documentation until the Final Resolution is available.
(c) “Final Resolution” means a permanent fix that Resilinc has implemented and incorporated into the Enterprise Services to restore the Enterprise Services functionality into material conformity with its Documentation.
1.7. Confirmation of Errors. Resilinc’s obligations under Section 1.5 are contingent on Resilinc being able to reproduce or otherwise confirm the applicable Error.
2. Measurement and Reporting.
2.1. Regular Reviews. Upon Customer’s request, Resilinc will engage in regular review sessions with Customer to analyze any on-going Errors with the Enterprise Services, analyze the root causes of both resolved and unresolved Errors, and explore methods of improving the Enterprise Services generally.
2.2. Exclusions. Non-Availability due to any of the following will be excluded from the Availability calculation: (a) non-Availability caused by a third party; (b) non-Availability due to user error, including due to failure to Use the Enterprise Services in accordance with the Documentation; and (c) non-Availability due to Customer’s hardware, if the non-Availability would not have occurred but for Customer’s hardware.
3. Service Credits.
3.1. Availability Service Level. If Resilinc fails to meet its Availability Service Level requirements identified in Section 1.2 above in a given quarter, Customer will be entitled to credits as follows:
Service Availability | Credit (against annual subscription fee for the affected Enterprise Service) |
99.9% or greater | 0% |
99.81%-99.9% | 0.1625% |
99.5% – 99.8% | 0.25% |
99% – 99.4% | 2.5% |
98%-99% | 3.75% |
95%-96.9% | 7.5% |
Less than 95% | 20% |
The maximum service credits for Availability Service Level for any given year is equal to 20% of the total annual Resilinc Subscription Fees charged to Customer for the affected Enterprise Service.
3.2 Incident Response Service Level. If Resilinc fails to meet an Incident Response Service Level identified in Section 1.5 above, Customer will be entitled to a credit equal to 0.83% of the total annual Resilinc Subscription Fees charged to Customer for the affected Enterprise Services annually, with a maximum credit equal to 2.5% of the annual Resilinc Subscription Fees charged to Customer for the affected Enterprise Services (e.g., three failures).
3.3 Chronic Failure to Meet Service Levels. If the Availability is below 95% in three consecutive quarters it will be considered a material breach of this Service Level Agreement and Customer may, as its exclusive remedy, terminate the Order or Terms upon ten (10) days written notice, and Resilinc will refund any unused, prepaid Subscription Fees for the impacted Subscription.
3.4 Credits Due. Amounts due to Customer by Resilinc as credits will be deducted or set off from any money payable to Resilinc for future subscriptions under the Terms.
3.5 Sole and Exclusive Remedies. The service credits, and the termination right under Section 3.3 above, represent Customer’s sole and exclusive remedies, and Resilinc’s sole and exclusive liabilities, in connection with this Service Level Agreement, Resilinc’s support services (including the Incident Response Service Level), or the Availability of the Enterprise Services.