1.1 The following capitalized terms shall, for the purposes of this Service Level Agreement, have the meaning attributed to them below.
a) “Monthly Uptime Percentage” means uptime calculated by subtracting from 100 percent the percentage of minutes during a calendar month in which the Agent Vi Service was unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion (defined below).
b) “Service Level Commitment” shall have the meaning set forth in Section 2.1.
c) A “Service Credit” is a USD/EUR/GBP credit as relevant, calculated as set forth below, that Agent Vi may credit back to Customer.
d) “Mission Critical Availability” means availability of mission critical components of the Agent Vi Service, intended to allow detection and alert for cameras already connected to the Service and previously enabled with detection rules.
e) “Non Mission Critical Availability” means availability of non-mission critical components of the Agent Vi Service, that the result of its inavailability doesn’t impact Mission Critical Availability (i.e. user login to the service, reports generation etc.)
1.2 Unless otherwise provided in this Service Level Agreement or otherwise indicated or obvious from the nature of any provision of this Service Level Agreement, any other capitalized terms herein shall have the meaning attributed to them in the Agreement.
2.1 Agent Vi will use commercially reasonable efforts to make the Mission Critical Availability with a Monthly Uptime Percentage of at least ninety nine point five per cent (99.5 %), in each case during any calendar month (the “Service Level Commitment”). In the event the Mission Critical Availability does not meet the Service Level Commitment, Customer will be eligible to receive a Service Credit as described below. Agent Vi will use commercially reasonable efforts to make the Non-Mission Critical Availability percentage of at least 99%.
2.2 Agent Vi may carry out maintenance or other services that affect the availability of the Agent Vi Service. Agent Vi will perform such measures during Agent Vi’s normal office hours but always promptly and in a manner that limits any disruption. Agent Vi undertakes to notify Customer within a reasonable time before such action.
3. Service Commitment and Service Credits
3.1 Service Credits are calculated as a percentage of the total Fees paid by Customer affected by the Mission Critical Unavailability under this Agreement for the relevant calendar month in which the Mission Critical Unavailability occurred, in accordance with the schedule below (in case of specific camera/s that were affected, only they will count for the total credit calculation)
3.2 Agent Vi will apply any Service Credits only against future Fees. Service Credits will not entitle Customer to any refund or other payment from Agent Vi. A Service Credit will be applicable and issued only if the credit amount for the applicable calendar month is greater than one (1) USD/EUR/GBP as relevant. Service Credits may not be transferred or applied to any other agreement. Unless otherwise provided for in the Agreement, Customer’s sole and exclusive remedy for any unavailability, non-performance, or other failure by Agent Vi to provide the Agent Vi Service is the receipt of a Service Credit (if eligible) in accordance with the terms of this Service Level Agreement.
4. Credit Request and Payment Procedures
4.1 To receive a Service Credit, Customer must submit a claim by contacting Agent Vi’s account manager.
4.2 The credit request must be received by Agent Vi no later than by the end of the calendar month subsequent to the month in which the Unavailability occurred, and must include:
a) the words “SLA Credit Request” in the subject line;
b) Customer name and site affected;
c) the dates and times of each Unavailability incident that Customer affected by the Unavailability is claiming;
d) the affected Customer’s logs that document the incident(s) and verifies such Customer’s claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).
4.3 If the Monthly Uptime Percentage of such request is confirmed by Agent Vi and is less than the Service Level Commitment, then Agent Vi will issue the Service Credit to Customer in conjunction with the next invoice to said Customer. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving a Service Credit.
5. Service Commitment Exclusions
The Service Level Commitment does not apply to any unavailability, suspension or termination of the Agent Vi Service, or any other Agent Vi Service performance issues: (a) caused by factors outside of Agent Vi’s reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of Agent Vi Service; (b) that result from any actions or inactions of Customer or any third party; (c) that result from any Customer Developments, Customer’s Equipment, Customer’s Software, Customer’s Data, or other technology and/or third party equipment, third party software or other third party technology (other than third party equipment, third party software or other third party technology within Agent Vi’s direct control); (d) that result from scheduled maintenance or other services notified to Customer in advance according to Section 2.2 above; or (e) arising from Agent Vi’s suspension and termination of Customer’s right to use Agent Vi Service in accordance with the Agreement. If availability is impacted by factors other than those used in Agent Vi’s Monthly Uptime Percentage calculation, then Agent Vi may issue a Service Credit considering such factors at Agent Vi’s discretion.