This Service Level Agreement (“SLA”) defines the uptime commitment and service credits for Digitalized Software Inc. products.
1. Uptime Commitment
DSI commits to make the Software available to Subscriber twenty-four (24) hours a day, seven (7) days a week, with a Monthly Uptime Percentage of 99.9%.
Monthly Uptime Percentage is calculated as follows:
(Total Minutes in Month – Downtime Minutes) / Total Minutes in Month × 100
2. Downtime Defined
“Downtime” means any period during which the Software is wholly unavailable to Subscriber due to a failure within DSI’s direct control, as measured by DSI’s uptime monitoring systems. A Downtime period begins when DSI’s monitoring systems detect unavailability, or when DSI independently confirms unavailability following notification from Subscriber or any other source, and ends when DSI confirms the Software has been restored to full availability.
The following shall not count as Downtime for purposes of calculating Monthly Uptime Percentage:
- Scheduled maintenance windows (maximum four hours per month, with 48 hours advance notice to Subscriber)
- Downtime caused by acts or omissions of Subscriber, Partner, or their respective employees, agents, or contractors
- Internet or telecommunications failures outside DSI’s direct control
- Force majeure events as defined in the Agreement
- Subscriber’s failure to meet minimum system requirements or use supported browsers
3. Service Credits
If Monthly Uptime Percentage falls below the commitment, Subscriber shall be eligible for service credits as follows:
Monthly Uptime Percentage: Service Credit
99.0% to 99.9%: 10% of monthly Subscription Fee
95.0% to 99.0%: 25% of monthly Subscription Fee
Below 95.0%: 50% of monthly Subscription Fee
Service Credit Limitations:
- Service credits are calculated based on the monthly Subscription Fee for the affected month
- Service credits are Subscriber’s sole and exclusive remedy for any failure to meet the uptime commitment
- Service credits apply as a credit toward future monthly fees and are not refundable as cash
- Maximum service credits in any calendar month shall not exceed 50% of that month’s Subscription Fee
- For annual subscriptions, monthly Subscription Fee is calculated as the annual fee divided by twelve
4. Credit Request Process
To receive service credits, Subscriber must:
- Submit a credit request to DSI within thirty (30) days of the end of the month in which the downtime occurred
- Provide the date, time, and duration of downtime experienced
- Be current on all payment obligations to DSI or Partner
DSI will review the request and apply approved credits within one billing cycle.
5. Termination Right
If Monthly Uptime Percentage falls below 95.0% for three consecutive months, Subscriber may terminate this Agreement upon thirty (30) days written notice without penalty.
6. Monitoring and Reporting
DSI maintains uptime monitoring systems. Upon request, DSI will provide Subscriber with a monthly uptime report showing the Monthly Uptime Percentage and any downtime incidents.
7. Relationship to Agreement
This SLA is incorporated into and forms part of the Software and Services Agreement between DSI and Subscriber. In the event of conflict between this SLA and the Agreement, this SLA shall control with respect to service level matters. All other terms of the Agreement remain in full force and effect.
Note for Partner Agreements: For Subscribers accessing the Software through Partner, service credits shall be applied through Partner’s billing relationship with Subscriber.
