VHT Service Level Policy
This VHT Service Level Policy (the Policy) is subject to the terms of the Subscription Solution Agreement or other agreement (Agreement) between you (You) and Virtual Hold Technology Solutions, LLC (VHT) that grants You the right to access and use or, if applicable, the right to allow others to access and use, VHT’s internet based software service (the Service).
a. Availability means the total time, expressed in minutes, during a given calendar month when the Service is available for Your (or Your customers’) access and use in accordance with the terms of the Agreement.
b. Availability Rate = Availability/(Potential Availability – Excused Downtime).
c. Downtime means the total time, expressed in minutes, during a given calendar month when the Service is unavailable for Your (or Your customers’) access and use or is experiencing a substantial failure to function.
d. Eligible Month means any calendar month during which the Service is made available to You (or Your customers) by VHT in accordance with the terms of the Agreement.
e. Excused Downtime means any Downtime attributable to any of the following:
i. Routine maintenance;
ii. Issues arising from Your (or Your customers’) system or network availability, equipment, software or other technology outside of VHT’s direct control;
iii. Factors outside of VHT’s reasonable control, including force majeure events; or
iv. Any suspension or termination of Your right to use or resell the Service.
f. Order means an order, quote, or statement of work under which You (or Your customers) are granted a license to access and use the Service in accordance with the terms of the Agreement.
g. Potential Availability means the number of minutes in an Eligible Month during which the Service is made available to You (or Your customers) by VHT in accordance with the terms of the Agreement.
h. Service Credit means a credit applicable only toward future fees due under an Order as requested by You and awarded by VHT in accordance with the terms of this Policy.
i. Target Availability Rate means an Availability Rate of 99.9% or higher.
VHT shall make commercially reasonable efforts to maintain the Target Availability Rate during each Eligible Month.
III. Requesting Service Credit
In the event that the Availability Rate for an Eligible Month is less than the Target Availability Rate, You may submit a request for Service Credit to firstname.lastname@example.org no later than 30 calendar days after the end of the Eligible Month. A request for Service Credit must include sufficient detail for VHT to identify the nature and timing of the Downtime. You shall, if applicable, submit relevant documentation with the request for Service Credit.
You shall cooperate with VHT and provide VHT with information reasonably requested by VHT in its investigation of the Downtime described in Your request for Service Credit. VHT shall notify You if Service Credit has been awarded.
IV. Calculation and Application of Service Credits
Service Credits are calculated in accordance with the table below as a percentage of the fees paid by You to VHT that are attributable to the applicable Order for the Eligible Month in which the Availability Rate was less than the Target Availability Rate. If You have paid in advance for a period that is longer than one month, the fees paid for such period will be divided by the number of Eligible Months in the applicable period in order to determine the fees attributable to an Eligible Month. Fees for multiple Orders may not be aggregated for purposes of determining fees attributable to a given Eligible Month.
Service Credit as a Percentage of Fees Paid
Less than 99.9% but greater than or equal to 95.0%
Less than 95.0% but greater than or equal to 90.0%
|Less than 90.0%||
VHT will apply Service Credit only against future fees due from You to VHT under the Agreement and the Order applicable to the Service for which the Service Credit was awarded. Service Credit will not entitle You to any refund or other payment from VHT. Service Credit may not be transferred or applied to any other customer’s account or to an Order other than the Order under which the Service Credit was awarded.
V. Sole and Exclusive Remedy
Your sole and exclusive remedy for any unavailability, non-performance, or other failure by VHT to provide access to the Service is the receipt of Service Credit (if eligible) in accordance with the terms of this Policy.
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