Service Level Agreement

(Updated effective as of May 6, 2022)

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.

1. Service Level Guarantee

“Availability” means the percentage of time in a 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 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 leased or sold to Customer.

“Excluded Event” means any event adversely impacting 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 leased or sold to Customer, including without limitation, any Hardware return processing time; (g) changes in the Customer’s source environment, including but not limited to intentional or accidental connections or disconnections to the environment; or (h) for Customers who have purchased an Unlimited Package Service subscription, End User usage that exceeds eighty-five percent (85%) of the processing capacity (as measured and reported by iboss) of the aggregate cloud gateways (described in the applicable Quote) that iboss has deployed per Customer’s direction in connection with such subscription.

“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.

“Reseller” means an authorized distributor or reseller of iboss products and services.

“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 99.99999%.

iboss will use commercially reasonable efforts to ensure that the Service will have an Availability of 99.99999% as measured over each 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 %

<99.99999% – ≥ 99.40000%

5% Credit

<99.40000% – ≥ 98.99999%

10% Credit

<98.99999% – ≥ 97.99999%

20% Credit

<97.99999% – ≥ 97.00000%

30% Credit

<97.00000%

50% Credit

2. Network Latency Guarantee: ≤ 100 milliseconds (ms)

Except during the occurrence of an Excluded Event, 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 the iboss cloud gateway co-located in the same country as the Customer’s network interface, as averaged over a 30-day period.

If Customer notifies iboss of a Network Latency in excess of 100 ms, 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 (an “iboss Fault”). If the Network Latency guarantee is not met within a Month, in iboss’ sole determination, and the source of the latency is due to an iboss Fault, then upon Customer’s request iboss will issue or, in the case of a Reseller Purchase arrange for the Reseller to issue, a Service Credit. 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.

If Customer notifies iboss of a Network Latency in excess of 100 ms, and the latency is determined by iboss to be caused by the Customer’s configuration of the Service to an iboss cloud gateway which is not co-located in the same country as the Customer’s network interface, then the source of the excess Network Latency will be determined by iboss to be attributable to Customer’s action (a “Customer Fault”), and no Service Credit shall be due to Customer for any such Network Latency caused by any such Customer Fault.

3. Service Credit Procedures

To receive a Service Credit, Customer must request the credit by submitting an e-mail to [email protected] 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 either iboss’ or Reseller’s (as applicable) next invoice during the then-current subscription period or a subscription renewal invoice. 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 Services.

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 the 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

iboss shall use commercially reasonable efforts to provide support via the following methods:

iboss Support Packages Standard Mission Critical
Online Support Center Access

Included

Included
Knowledge Base

Included

Included

On-line training, videos, user guides

Included

Included

iboss-Named Support Contacts

0

2

Live Support Hours

8am – 8pm EST

24×7

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 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 Customer’s use of the Service. The situation halts Customer’s 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 Customer’s business operations and no reasonable workaround exists
S3 There is a partial, non-critical loss of use of the Service with a medium-to-low impact on Customer’s business, but Customer’s business continues to function. Short-term workaround is available, but not scalable.