Support Obligations and Service Level Agreements
This Agreement describes the support obligations and service level agreements between Rezgo and You (“You“). This Schedule is subject to and incorporated into the Rezgo Terms of Service. This Schedule only applies to Rezgo customers who have requested and paid for this agreement. Capitalized terms not defined in this Schedule are defined in the Agreement. In the event of a conflict, the terms of this Schedule control over the Agreement.
1.Service Level Agreements. Rezgo shall use commercially reasonable efforts to maintain:
(a) 99.9% Service Availability (the “Service Availability SLA“); and
(b) 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 Rezgo 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.
2.Remedies for Failure to Meet SLAs.
2.1 Failure to Meet Service Availability SLA. Subject to Sections 3 and 4 below, if Service Availability is less than 100% in any calendar month, Rezgo will issue a credit to You (or if no further payments are due to Rezgo from You, Rezgo will make a refund to You) in accordance with the following schedule, with the credit being calculated as a percentage of the Rezgo Transaction Fee (as defined in Schedule A) to which Rezgo would otherwise be entitled:
|Service Availability||Credit/Refund Percentage:|
|99.9% to 100%||0%|
|98% to 99.8%||5%|
|95% to 97.9%||15%|
|90% to 94.9%||30%|
|89.9% or below||50%|
2.2 Right to Terminate for Convenience for Failure to Meet SLAs.
Subject to Sections 3 and 4 below, if Rezgo
(a) is required to give You a [50%] credit for the Service Availability SLA twice or more in any 12 month period; or
(b) fails to meet the target resolution times for the Problem Resolution SLA more than 4 times for Urgent or High Priority 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 Rezgo specifying the desired termination date.
3.SLA Exceptions. Rezgo 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:
(a) circumstances beyond Rezgo’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 of third party software (including, without limitation, e-commerce software, payment gateways, (unless such third party software is under the operation or control of Rezgo) or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of an SLA;
(b) failure of access circuits to the Rezgo network, unless such failure is caused solely by Rezgo;
(c) scheduled maintenance and upgrades for which You have been provided at least one week prior written notice and which occur between the hours of 2:00 a.m. to 6:00 a.m. Eastern time and which collectively do not exceed more than six (6) hours per month;
(d) DNS issues outside the direct control of Rezgo;
(e) issues with FTP, POP, IMAP or SMTP client access;
(f) false SLA breaches reported as a result of outages or errors of any Rezgo measurement system;
(g) 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 services in breach of the Agreement;
(h) e-mail or webmail delivery and transmission;
(i) DNS (Domain Name Server) Propagation;
(j) outages elsewhere on the Internet that hinder access to an customer’s account;
(k) browser or DNS caching that may make a website appear inaccessible when others can still access it.
4. Support of Service and Rezgo API. Support for the Service and the Rezgo API will be provided by Rezgo 24 hours per day, 7 days per week, year round. If You report to Rezgo that the Service or Rezgo API is not functioning properly (a “Problem Report”), Rezgo shall use commercially reasonable efforts to remedy the problem in accordance with the Problem Escalation time frames set forth in Section 5 below. All Problem Reports will be submitted by Your employees to firstname.lastname@example.org, through the support section of the Rezgo administration system, or by telephone to the Rezgo offices. Email reports will flow immediately into Rezgo’s problem tracking systems and will be confirmed by return email. Phone reports will be entered into the problem tracking system when received.
5. Problem Escalation. Problem reports will be handled in accordance with the following priorities:
|Target Response/Resolution Times for Problem Reports|
|Urgent||Service is unavailable or significant functions are not operating properly.No reasonable workaround exists.
Problem severely impacts service to customers.
|1 hour||4 hours|
|High||Service is available, but some functions are not operating properly.Remaining functions are operating properly.
Problem impacts service to customers.
|4 hours||1 day|
|Medium||Service is available, but some function has a minor problem that has little impact on customer productivity or for which a reasonable workaround exists.||2 days||Next Upgrade|
|Low||Cosmetic issuesManual/instruction/training problems
Issues relating to the custom XML parser
|5 days||Mutually agreed upon time frame.|
6. Credit Request and Payment Procedures. Rezgo will track and automatically credit Your account or issue required refunds for SLA violations. In the event Rezgo 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 Rezgo within thirty (30) days after the end of the month in which the SLA violation occurred. If the SLA failure is confirmed by Rezgo, credits will be applied or refunds will be made within one billing cycle after Rezgo’s receipt of Your SLA request.
7. Cap on SLA Credits and Refunds. Notwithstanding anything to the contrary herein, the total amount credited to You or refunded by Rezgo in a particular month under SLAs shall not exceed 50% of the total amount of Rezgo Transaction Fees earned by Rezgo in such month. The specified credits and refunds, and Your right to terminate without cause, as set forth in this Schedule B are Your sole and exclusive remedies with respect to any failure to meet the SLAs set forth.