1. Uptime. “Uptime” means the Traackr Service is up and available for access through the Internet. “Downtime” means any period which is not Uptime (excluding Maintenance Windows, which shall not be considered Downtime for the purposes hereof).
2. Maintenance Window. Traackr reserves scheduled Maintenance Windows to push Traackr Service upgrades and to perform other maintenance tasks, during which times the Traackr Service might not be available. “Maintenance Windows” means Sunday through Thursday between the hours of 21:00 Eastern Time and 22:00 Eastern Time (Monday through Friday between 02:00 UTC and 03:00 UTC or Monday through Friday between 01:00 UTC and 02:00 UTC during daylight saving) and Friday and Saturday between 21:00 Eastern Time and 09:00 Eastern Time (+1 day) (Saturday and Sunday between 02:00 UTC and 14:00 UTC or Saturday and Sunday between 01:00 UTC and 13:00 UTC during daylight saving). Traackr agrees to use commercially reasonable efforts to notify Customer (which may be through a notice or screen within the Traackr Service) ahead of any maintenance task during a Maintenance Window which is likely to result in a period during which the Traackr Service is not up and available for access through the Internet or otherwise causes the Traackr Service to be unavailable, which, for the purposes hereof, shall not be considered Downtime.
3. Commitment. Traackr will use commercially reasonable efforts to ensure that Uptime of the Traackr Service is no less than 99.50% in any given calendar month, (the “Performance Promise”). Traackr will investigate any failure to meet the Performance Promise to determine the underlying cause. As requested by Customer, Traackr will report on its investigation and its planned remediation to address any identified underlying cause.
4. Credit Calculation. Subject to the applicable procedures and exclusions set forth below, in the event Uptime falls below the Performance Promise in a given calendar month, then Customer will be entitled to a credit calculated as follows (each, a “Service Credit”): Customer will receive credit for one additional day for its subscription to the Traackr Service in connection with each occurrence of a period of at least two hours of Downtime for the Traackr Service; provided that no more than one Service Credit will accrue per day. Service Credits may not be redeemed for cash.
5. Credit Requests. In order to receive a Service Credit under this SLA Customer must request the credit in writing, no later than thirty days following the event giving rise to the Service Credit. A Service Credit request must include a description of the Performance Promise failure, including the dates and time intervals of the failure. Traackr may request additional information in its evaluation of the Service Credit request and may deny the request where there is insufficient evidence of a performance failure. Subject to Traackr’s verification, Traackr will apply the appropriate credit to Customer’s then-current Subscription Term.
6. Exceptions. The Performance Promise will not apply in the following circumstances: (a) Downtime caused by Customer or Customer’s agents, including Downtime caused by Customer’s configurations, software, hardware, web services or other technologies used by Customer; (b) use of the Traackr Service that is not in accordance with its documentation or the terms of this Agreement; (c) Downtime resulting from denial of service attacks, virus attacks, hacking attempts; or (d) any other circumstances that are not within Traackr’s reasonable control, including the availability of the Internet. Non-availability of certain features or functions of the Traackr Service is also excluded if such features or functions do not materially impair the use of the Traackr Service.
7. Termination Right. If Traackr fails to meet the Performance Promise in more than three consecutive months or four months per annual period (“Performance Failure”), then Customer will be entitled to terminate the applicable Order and this Agreement on fifteen days written notice; provided Customer must provide written notice of its election to terminate within sixty days of the last day of the month in which the Performance Failure occurs. In the event of such a termination by Customer, Traackr will provide Customer a pro-rated refund of any prepaid Subscription Fees for the remainder of the applicable Subscription Term, starting from the effective date of termination.
8. Exclusive Remedy. The credit and termination right described in this SLA constitutes Customer’s sole and exclusive remedy in the event of any Performance Failure and/or failure to meet the Performance Promise.
1. Help-Desk. Traackr will provide help desk email support on business days (which, for the avoidance of doubt, do not include weekends or national holidays) from 04:00 Eastern Time to 20:00 Eastern Time (09:00 UTC to 01:00 UTC or 08:00 UTAC to 24:00 UTC during daylight saving).
2. Error Reporting. Customer will submit the report of any Error (as defined below), based on Traackr’s reasonable instructions. Customer will assign specific personnel who will submit all Error reports to Traackr. “Error” means a reproducible and documented error in the Traackr Service, where such error causes the Traackr Service to fail to operate in accordance with its documentation.
3.Severity Levels. Each Error will be categorized according to the following severity levels:
Traackr will use commercially reasonable efforts to respond to each Error reported according to the following time frames:
* Resolution may take the form of a fix or workaround.
Traackr welcomes your questions or comments regarding the Terms:
211 Sutter St., Suite 600
San Francisco, California 94108
Email Address: email@example.com
Last updated November 18th, 2019.