Effective Date: March 3, 2017
This Vutiliti Commercial Service Level Agreement ("SLA") is a policy governing the use of Vutiliti cloud-based services ("Vutiliti Services") under the terms of the Vutiliti Terms of Service (the "Terms of Service") between Vutiliti, Inc. ("Vutiliti", "us" or "we") and commercial users of Vutiliti Services ("you"). This SLA applies separately to each account using Vutiliti Services. Unless otherwise provided herein, this SLA is subject to the terms of the Terms of Service. Vutiliti reserves the right to change the terms of this SLA in accordance with the Terms of Service.
Vutiliti will use commercially reasonable efforts to make Vutiliti instances available with a Monthly Uptime Percentage (defined below) of at least 99.95%, in each case during any monthly billing cycle (the "Service Commitment"). In the event Vutiliti does not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.
The following capitalized terms shall be given the meaning set forth below:
Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments such as upfront payments) for a Vutiliti account for the monthly billing cycle in which the Unavailability occurred in accordance with the schedule below.
|Monthly Uptime Percentage||Service Credit Percentage|
|Less than 99.9% but equal
to or greater than 98.5%
|Less than 98.5%||15%|
We will apply any Service Credits only against future Vutiliti payments otherwise due from you. At our discretion, we may issue the Service Credit to the credit card you used to pay for the billing cycle in which the Unavailability occurred. Service Credits will not entitle you to any refund or other payment from Vutiliti. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Terms of Service, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide Vutiliti Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.
To receive a Service Credit, you must submit a claim by sending an email to [email protected] To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:
If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.
The Service Commitment does not apply to residential user accounts, or any unavailability, suspension or termination of Vutiliti Services, or any other Vutiliti or Vutiliti Services performance issues: (i) caused by factors outside of our reasonable control, including, without limitation, any force majeure event or Internet access or related problems beyond the demarcation point of Vutiliti Services or its data gathering subcontractors (i.e beyond the point in the network where Vutiliti maintains access and control over the Vutiliti Services); (ii) that result from any actions or inactions of you or any third party (other than Vutiliti’s direct hosting subcontractor); (iii) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); (iv) that result from any scheduled maintenance; or (vi) arising from our suspension and termination of your right to use Vutiliti Services in connection with any breach by you of the Terms of Service or otherwise in accordance with the Terms of Service (collectively, the "Vutiliti SLA Exclusions"). If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.