Service Level Agreement

(Updated effective as of December 1, 2018)

This Service Level Agreement (“SLA”) between iboss, Inc. (“iboss”) and its customers (each, a “Customer” or “You” or “Your”) sets forth the applicable service levels (“Service Levels”) for the Service. This SLA is subject to and incorporated into the iboss Terms of Service Agreement. Capitalized terms used herein but undefined have the meanings given to such terms in the Terms of Service Agreement.

1. Service Level Guarantee

"Availability" means the monthly percentage of time during a calendar month during which the relevant Service is not subject to an Outage. Availability is expressed as a percentage and calculated as follows: (Total minutes in the relevant calendar month – total minutes of Excluded Events – total minutes of Outage in such month) / (Total minutes in such month – total minutes of Excluded Events) x 100. For the avoidance of doubt, Availability does not apply to any downtime associated with Hardware licensed or sold to Customer.

"Excluded Event" means any event that adversely impacts the relevant Service that is caused by (a) the acts or omissions of Customer, its employees, customers, contractors or agents; (b) the failure or malfunction of equipment, applications, software, or systems not owned or controlled by iboss; (c) Force Majeure Events; (d) scheduled maintenance; (e) any suspension of the relevant Service pursuant to the EULA; (f) any downtime arising out of any Hardware licensed or sold to Customer, including without limitation, any Hardware return processing time; or (g) changes in the Customer's source environment, including but not limited to, either intentional or accidental connections or disconnections to the environment.

"Month" means a calendar month.

"Outage" means the accumulated time as tracked in an iboss trouble ticket during which a Service was not available and properly functioning for use, excluding Excluded Events. An Outage will commence when iboss opens an incident in its trouble ticketing system, whether as a result of iboss monitoring or notification from the Customer, and ends when the incident is resolved.

"Service Credit" means an amount deducted from the subscription fees billed to Customer under a then-current subscription period or any renewal subscription period, with respect to the affected Service in the event of a Service Level Failure or Network Latency (as defined below). The Service Credit due for a Service Level failure in a particular month will be calculated as follows: 

[Service Credit % (see below table)] x [12-month subscription fee for affected Service] x [one-twelfth (1/12)]
  
 

"Service Level Failure" means the Availability of the relevant Service falls below 99.9%.

iboss will use commercially reasonable efforts to ensure that the Service will have an Availability of 99.9% as measured over each calendar month during the Term. In the event of a Service Level Failure, Customer will be eligible to receive the applicable Service Credit according to the terms set forth in this SLA.

Subject to the last paragraph of Section 3, in the event of a Service Level Failure within a given month, Customer will be eligible to receive a Service Credit attributable to that month, as follows:

Availability within a month

Service Credit %

<99.9% - ≥ 99.4%

5% Credit

<99.4% - ≥ 98.9%

10% Credit

<98.9% - ≥ 97.9%

20% Credit

<97.9% - ≥ 97.0%

30% Credit

<97.0%

50% Credit

2. Network Latency Guarantee – Less than 100 ms

The Service is guaranteed to have network latency of 100 ms or less. “Network Latency” is defined as the average time taken for an IP packet to make a “round trip” between the Customer network interface and iboss cloud, as averaged over a 30-day period.

If Customer notifies iboss of a Network Latency in excess of 100 milliseconds, iboss will use all commercially reasonable efforts to determine the source of the excess Network Latency and to correct the problem to the extent that the source of the latency is attributable to iboss’ action or inaction (and “iboss Fault”). If the Network Latency guarantee is not met within a calendar month, in iboss’ sole determination, the source of the latency is due to an iboss Fault, then iboss will, upon Customer’s request, issue a Service Credit on either the Customer’s next monthly invoice during the then-current subscription period, or a subscription renewal invoice, whichever occurs earlier. Subject to the last paragraph of Section 3, the credit will be equivalent to the prorated charges of one (1) day of the applicable subscription fee for the affected Service for each day the Network Latency guarantee was not met, not to exceed the total subscription fees for the affected Service for the applicable month.

3. Service Credit Procedures

To receive a Service Credit, Customer must request the credit by submitting an e-mail to accounting@iboss.com within sixty (60) calendar days of the conclusion of the month in which the Service Level Failure(s) and/or Network Latency occurs. Customer waives any right to Service Credits not requested within this sixty (60) calendar day period. Service Credits will be issued once validated by iboss and a credit shall be applied toward a future iboss invoice, no later than two (2) months following Customer's Service Credit request. All performance calculations and applicable Service Credits will be based on iboss records and data.

Notwithstanding anything to the contrary, in no event will the Service Credits accrued during the subscription period exceed, in the aggregate across all events, including both Network Latency and Service Level Failures, fifty percent (50%) of subscription fees paid by Customer to iboss for all affected Service.

This SLA provides Customer's sole and exclusive remedies for any Network Latency and Service interruptions, deficiencies, or failures of any kind, provided, however, that Customer may terminate this Agreement for material breach if (i) within a given month, the affected Service experiences an S1 or S2 Priority Level SLA problem on five (5) or more separate occasions for a period of two (2) hours or longer; or (ii) Availability is less than 97% in four (4) or more consecutive months.

 

4. Support Services

If You purchased (i) a Service through an authorized iboss distributor or reseller or (ii) a support service agreement through an iboss partner, please contact such party for support assistance.

If You purchased Service directly from iboss, then iboss shall use commercially reasonable efforts to provide support via the following methods:

iboss Support Packages

Standard

Mission Critical

Online Support Center Access

 

 

Knowledge Base

 

 

On-line training, videos, user guides

 

 

Named Contacts

0

2

Live Support Hours

8am - 8pm EST

24x7

Professional Services

Not included

1 hour per month

Priority Levels SLA

 

 

S1 Response Time

2 hrs.

15 mins.

S2 Response Time

4 hrs.

1 hr.

S3-S4 Response Time

24 hrs.

4 hrs.

 

iboss shall respond to support requests according to the following table, which describes the severity level classification for problems and the expected response time for each severity level. iboss shall use commercially reasonable efforts to respond to problems within the time frames set forth above.

Priority Levels SLA

Description

S1

Critical production issue that severely impacts Your use of the Service. The situation halts Your business operations and no procedural workaround exists.

S2

Major functionality is impacted or significant performance degradation is experienced. The situation is causing a high impact to portions of Your business operations and no reasonable workaround exists.

S3-S4

There is a partial, non-critical loss of use of the Service with a medium-to-low impact on Your business, but Your business continues to function. Short-term workaround is available, but not scalable.