This Service Level Agreement for Cloud Services (“Service Level Agreement”) applies to the End-User License Agreement entered into by and between you, and if you are located (i) in the USA, South America, Canada – GFI USA, Inc. or (ii) in the European Union or elsewhere other than the USA, South America, or Canada – GFI Software Development Ltd (hereinafter “GFI”) (the “EULA”). This Service Level Agreement applies to GFI’s hosted Software as a Service offerings (the “Cloud Services”). GFI may modify this Service Level Agreement from time to time by posting such amended Service Level Agreement to GFI’s site.
1. Definitions. The following definitions apply to this Service Level Agreement.
“Downtime” means the time in which any Cloud Service is not capable of being accessed or used by you, as monitored by GFI.
“Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.
“Exclusion from Downtime” The following are not counted as Downtime for the purpose of calculating Monthly Uptime Percentage:
Cloud Service unavailability caused by scheduled maintenance of the platform used to provide the applicable service (GFI will endeavor to provide seven (7) days’ advance notice of service-affecting scheduled maintenance); or
Cloud Service unavailability caused by events outside of the direct control of GFI or its subcontractor(s), including any force majeure event, the failure or unavailability of your systems, the Internet, and the failure of any other technology or equipment used to connect to or access the Cloud Service. GFI does not and cannot control the flow of data to or from GFI’s network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt your connections to the Internet (or portions thereof). Although GFI will use reasonable efforts to take actions it deems appropriate to remedy and avoid such events, GFI cannot guarantee that such events will not occur. ACCORDINGLY, GFI (AND ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SUPPLIERS AND AGENTS) DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
2. GFI SLA. During the term of the applicable EULA between you and GFI for the Cloud Services listed on your ordering document, GFI will use reasonable efforts to achieve a Monthly Uptime Percentage of at least 99.5% for any calendar month (the “GFI SLA”). These goals apply only to public production servers (i.e. web servers, application servers, and database servers). If GFI does not meet the GFI SLA, and so long as your account with GFI is current, you will be eligible to receive the credits described below. These credits are your exclusive remedy (and GFI’s sole liability) with respect to GFI’s inability to meet the GFI SLA requirements. GFI explicitly disclaims all other remedies, whether in law or equity.
|Monthly Uptime Percentage||Service Credit|
|< 99.5% but >= 99.2%||5% of the monthly fee|
|< 99.2% but >= 99.0%||10% of the monthly fee|
|< 99.0% but >= 98.7%||15% of the monthly fee|
|< 98.7%||20% of the monthly fee|
3. Service Credits. Credits are issued as a financial reimbursement if GFI does not meet the GFI SLA for a particular month of the ordered term. Upon approval of a claim GFI will provide the applicable remedy set forth below:
4. Maximum Credit. The maximum credit available to you if GFI is unable to meet the GFI SLA is up to twenty percent (20%) of the monthly fees for the month of the occurrence. Any credit will be applied to fees due from you for the Cloud Service and will not be paid to you as a refund. All claims for credit are subject to review and verification by GFI, and all credits will be based on GFI’s measurement of its performance of the Cloud Service and will be final.
5. Claim Procedure. To receive a service credit for GFI’s failure to meet the GFI SLA in a particular calendar month, you must submit a claim via the customer support portal within thirty (30) days of the end of the month during which the GFI did not meet the GFI SLA, and include the following information:
Your name and account number;
the name of the Cloud Service to which the claim relates;
the name, email address, and telephone number of your designated contact; and
information supporting each claim of Downtime, including date, time, and a description of the incident and affected Cloud Service, all of which must fall within the calendar month for which you are submitting a claim.