This Service Level Agreement (“SLA”) is a policy governing the use of the Software-as-a-Service products (the “Service”) under the terms of the BQE Software Software-as-a-Service Agreement (the “Agreement”) between BQE Software, Inc. or its affiliates (“BQE Software”) and customers of the Service (“Customer”). This SLA will be effective for the duration of the initial term of Customer's Service subscription. If a Service subscription is renewed, the version of this SLA that is current at the time the renewal term commences will apply throughout the renewal term. Customer can review the current SLA for the Service by visiting www.bqe.com. This SLA is subject to the terms of the Agreement. This SLA does not apply to any beta versions or trial offers of the Service.
Monthly Service Level
BQE Software will use commercially reasonable efforts to make the Service available with a Monthly Uptime Percentage (defined below) of at least 99.9% (the “Service Level”) during any calendar month. In the event the Service does not meet the Service Level, Customer will be eligible to receive a Service Credit as described below.
The Monthly Uptime Percentage is calculated for a given calendar month using the following formula:
Monthly Uptime Percentage = (Total minutes in the month – Total minutes of Downtime for the month) / Total minutes in the month
“Claim” means a claim submitted by Customer to BQE Software that a Service Level under this SLA has not been met and that a Service Credit may be due to Customer.
“Downtime” means a period of time when Customer is unable to read or write any Service data for which Customer has appropriate permission, subject to the Exclusions.
“Exclusions” means the performance or availability issues that are noted in Section E of this SLA.
“Incident” means a set of circumstances resulting in an inability to meet a Service Level.
“Monthly Uptime Percentage” is calculated on a calendar month basis (according to the formula set forth in Section A) using data collected about the Service's availability for a given calendar month.
“Scheduled Downtime” means published maintenance windows or times where BQE Software notifies Customer of periods of Downtime for scheduled network, hardware, Service maintenance or Service upgrades at least two (2) hours prior to the commencement of such Downtime.
“Service Credit” means the dollar credit, calculated as set forth below, that BQE Software may credit to Customer's eligible account for a validated Claim.
“Subscription Fee” means the monthly amount that Customer pays BQE Software for Customer's subscription to the Service.
Service Credits are calculated as a percentage of the Subscription Fee paid by Customer for the Service for the calendar month in which an Incident occurred in accordance with the schedule below:
Monthly Uptime Percentage Service Credit Percentage* Less than 95% 100% > 94.99% and < 97% 50% > 96.99% and < 99% 25% > 98.99% and < 99.9% 10%
BQE Software will apply any Service Credits against outstanding or future payments of Subscription Fees otherwise due from Customer. Under no circumstances shall Customer be entitled to receive Service Credits in any calendar month exceeding Customer's monthly Subscription Fee. A Service Credit will be applicable and issued only if the credit amount for the applicable month is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account and are forfeited at the expiration or termination of the Agreement. Unless otherwise provided in the Agreement, Customer's sole and exclusive remedy for any unavailability, non-performance or other failure by BQE Software to provide the Service is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.
Claims for Service Credits
To receive a Service Credit, Customer must submit a Claim to BQE Software's billing support. Contact information for billing support may be found here: www.bqe.com. To be eligible, Customer must be in compliance with all terms contained in the Agreement and with BQE Software's policies for acceptable use of the Service. To submit a Claim, Customer must notify BQE Software's billing support of an Incident within five (5) business days following the Incident and provide all reasonable details regarding the Claim including, but not limited to, detailed description of the Incident, the duration of the Incident, the number of affected users and the locations of such users and any attempts made by Customer to resolve the Incident. Customer must provide sufficient evidence to support the Claim by the end of the month following the month in which the Incident (which is the subject of the Claim) occurs. For example, if an Incident occurs on January 15th and Customer provides Notice on January 20th, Customer must provide sufficient evidence to support the Claim by February 28th. Customer's failure to provide notice of the Incident and information as required above will disqualify Customer from receiving a Service Credit.
BQE Software will use all information reasonably available to it to validate Claims and make a good faith judgment on whether the Monthly Uptime Percentage that is the subject of a Claim is less than Service Level. BQE Software will use commercially reasonable efforts to process Claims within sixty (60) days of receipt from Customer of all required information supporting the Claim.
Service Level Exclusions
In determining the Monthly Uptime Percentage, Downtime does not include (a) any period of time when the Service is not available as a result of Scheduled Downtime, or (b) any performance or availability issues: (i) that result from factors outside of BQE Software's reasonable control; (ii) that are related to add-on features for the Service including, but not limited to, internet marketing or reporting services; (iii) that result from Customer's or a third party's hardware, software or services; (iv) that result from actions or inactions by third parties; (v) that result from actions or inactions by Customer or Customer's employees, agents, contractors or vendors, or anyone gaining access to BQE Software's network by means of Customer's passwords or equipment; (vi) that result from Customer's use of the Service after BQE Software has advised Customer to modify its use of the Service, if Customer did not modify its use as advised; (vii) that result from intermittent periods of Downtime that are ten (10) minutes or less in duration; or (viii) that result from Customer's use of beta, trial offers, early access programs and/or demos (as determined by BQE Software).
Last revised: June 14, 2017