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Service Level Agreement

Availability Objective

Stavvy will provide 99% Availability (as defined below) for the Services within Stavvy's Immediate Control (other than Notary Signing Services, the availability of which is set forth in Exhibit A to the Agreement). For purposes hereof, "Availability" or "Available" means the Services are available for access and use through Stavvy's Internet connection.

"Immediate Control" includes Stavvy's network services within the Stavvy data center which extends to, includes and terminates at the Internet Service Stavvy ("ISP") circuit termination point on the router in Stavvy's data center (i.e., public Internet connectivity).

Specifically excluded from the definition of "Immediate Control" are the following:

  • Equipment, data, materials, software, hardware, services and/or facilities provided by or on behalf of Customer and Customer's network services which allow the Customer to access the Services. These components are controlled by the Customer and their performance or failure to perform can impair or disrupt Customer's connections to the Internet and the transmission of data.
  • Equipment, data, advertisements, materials, software, hardware, services and/or facilities provided by third party vendors or service providers of Customer.
  • Acts or omissions of Customers, its employees, contractors, agents or representatives, third party vendors or service providers of Customer or anyone gaining access to Stavvy's network at the request of Customer.
  • Issues arising from bugs or other problems in the software, firmware or hardware of third parties.
  • Delays or failures due to circumstances beyond Stavvy's reasonable control that could not be avoided by its exercise of due care.
  • Any outage, network unavailability or downtime outside the Stavvy data center.

Availability Calculation

Availability is based on a weekly 7-day x 24-hour calculation. The calculation will be as follows: ((a – b) / a) x 100, where "a" is the total number of hours in a given calendar month, and "b" is the total number of hours that service is not Available in a given month.

Specifically excluded from "b" in the calculation of the Availability measurement are:

  • A service interruption caused by a security threat until such time as the security threat has been eliminated;
  • Reasons of a force majeure event or events which are outside Stavvy's Immediate Control as defined above;
  • Use of unapproved or modified hardware or software by or on behalf of Customer;
  • Issues arising from misuse of the Services by Customer or its agents, customers or third party contractors; and/or
  • Service interruption caused by Scheduled Maintenance as described below.

Scheduled Maintenance

Stavvy will provide Customer with at least 48 hours advance notice, unless otherwise agreed by Customer, via e-mail or in Software notification(s) of all scheduled maintenance activities. Unless otherwise agreed by Customer in advance, Stavvy will perform scheduled maintenance within a maintenance window from Monday through Sunday between the hours of 11:00 p.m. EST to 05:00 a.m. EST.

Remedies

The remedies stated in this Section are the Customer's sole and exclusive remedies and Stavvy's sole and exclusive obligations for service interruption. In the event that Stavvy is unable to provide the Availability objective noted below in any given calendar month, Customer will receive a credit on their next monthly invoice equal to the corresponding percentage noted below of one (1) month's transaction fees for the Services for the month in which the Availability objective was not obtained, which will not exceed 10% of the fees due to Stavvy for that calendar month.

Services Availability and Credits

  • Uptime of 99% and above: no credit
  • Uptime of 98-99%: 1% credit
  • Uptime of 97-98%: 2% credit
  • Uptime of 96-97%: 5% credit
  • Uptime of less than 96%: 10% credit

Customer's right to receive credit(s) ("Service Credits") will be Customer's exclusive remedy for Stavvy's failure to satisfy this Service Level Agreement. Remedies will not accrue (i.e., no Service Credits will be issued, and an outage will not be considered unavailability for purposes of this Service Level Agreement) if Customer is not current in its payment obligations either when the outage occurs or when the credit would otherwise be issued.

To receive Service Credits, Customer must submit a written request, within fifteen (15) days after the end of the month in which the Services was unavailable, or Customer's right to receive Service Credits with respect to such unavailability will be waived.

Where a force majeure event prevents full Availability for more than twenty (20) consecutive days in any six (6) month period, Customer's sole remedy is to terminate the Agreement on thirty (30) day's written notice to Stavvy. In such case, neither Party will be liable for penalties or damages arising out of a failure to perform under this Schedule.