1. Service Level Metrics
This Service Level Addendum ("Addendum") forms part of the Master Services Agreement (the "Agreement") between TapOnIt, LLC ("TapOnIt") and [Customer's Name] ("Customer"). This Addendum sets forth the availability, performance standards, response times, and exclusions applicable to TapOnIt's Services. In the event of a conflict between the terms of this Addendum and the Agreement, the terms of this Addendum shall prevail.
2. Definitions
2.1 “Available" means that the Services are fully functional and accessible for use by Customer or Customer's clients.
2.2 “Downtime" means any period during which the Services are not Available to Customer or Customer’s clients, excluding Permitted Downtime and Exclusions as defined below. Downtime is measured in minutes, beginning from the time Customer reports such Downtime to TapOnIt until the time the Services are restored.
2.3 “Permitted Downtime" means periods of unavailability of the Services for scheduled maintenance or upgrades, as communicated to Customer at least forty-eight (48) hours in advance. TapOnIt may schedule Permitted Downtime up to eight (8) hours per calendar month. If special circumstances require Permitted Downtime to exceed eight (8) hours in a given month, TapOnIt shall provide at least seventy-two (72) hours’ advance notice to Customer.
2.4 “Monthly Uptime Percentage" is calculated as follows:
2.5 “Service Credits" means credits applied to Customer’s account in accordance with Section 6 if TapOnIt fails to meet the Monthly Uptime Percentage.
3. Service Availability Commitment
TapOnIt shall use commercially reasonable efforts to ensure that the Monthly Uptime Percentage is at least 99.5% in each calendar month.
4. Response and Resolution Times
In the event of Downtime or other incidents affecting the performance of the Services, TapOnIt shall adhere to the following response and resolution times:
4.1 Response Times: TapOnIt shall acknowledge receipt of critical incident reports within thirty (30) minutes of notification by Customer.
4.2 Resolution Times:
- Critical Incidents: TapOnIt shall use commercially reasonable efforts to resolve critical incidents within four (4) hours.
- Major Incidents: TapOnIt shall use commercially reasonable efforts to resolve major incidents within twenty-four (24) hours.
- Minor Incidents: TapOnIt shall work with Customer to schedule a resolution at a mutually agreed-upon time.
5. Service Credits
5.1 Eligibility for Service Credits: If TapOnIt fails to meet the Monthly Uptime Percentage of 99.5% in any calendar month, Customer will be eligible to receive Service Credits as outlined below.
5.2 Calculation of Service Credits:
For each 0.5% below the Monthly Uptime Percentage of 99.5%, Customer shall be entitled to a Service Credit equal to five percent (5%) of the monthly service fee for the affected month, up to a maximum of twenty percent (20%).
5.3 Limitations on Service Credits:
- Service Credits will be applied to Customer’s future invoices and will not be redeemable for cash.
- Requesting Service Credits: Customer must request Service Credits in writing within thirty (30) days following the end of the month in which the Downtime occurred. Failure to request Service Credits within this period shall result in forfeiture of the credits for that month.
5.4 Exclusive Remedy: The issuance of Service Credits is Customer's sole and exclusive remedy for any failure by TapOnIt to meet the Monthly Uptime Percentage.
6. Exclusions
The following circumstances are excluded from the calculation of Downtime and do not apply to the Monthly Uptime Percentage:
6.1 Customer Acts or Omissions: Any Downtime resulting from Customer’s actions or inactions, including but not limited to Customer’s failure to comply with its obligations under the Agreement.
6.2 Customer-Managed Connectivity: Any Downtime related to connectivity issues involving Customer-managed networking equipment or connections, including outages resulting from distributed denial of service (DDoS) attacks, viruses, or hacking attempts.
6.3 Force Majeure Events: Any Downtime caused by events outside of TapOnIt’s reasonable control, including but not limited to natural disasters, acts of government, civil unrest, war, acts of terrorism, labor disputes, and other force majeure events.
6.4 Third-Party Services: Any issues related to third-party services, networks, or equipment not provided by TapOnIt, including third-party integrations.
6.5 Permitted Downtime: Any scheduled maintenance or upgrades conducted during Permitted Downtime, as defined in Section 2.3 above.
7. Monitoring and Reporting
7.1 Continuous Monitoring: TapOnIt shall continuously monitor the availability and performance of the Services to ensure compliance with this Addendum.
7.2 Uptime Reporting: Upon Customer’s request, TapOnIt will provide a monthly report on the Monthly Uptime Percentage and any Service Credits applied.
8. Modification of this Addendum
TapOnIt reserves the right to modify this Addendum by providing Customer with at least thirty (30) days’ written notice. Any such modification shall only apply to Services provided after the effective date of the modification, unless Customer elects to terminate the Agreement within thirty (30) days of receiving notice of such modification.