Moovweb agrees to the following Service Level Agreement for customers who are purchasing “Enterprise” level subscriptions only. For clarity, “Developer” level customers are not entitled to any of the rights granted in this Service Level Agreement.
A. Service Level Commitment. Moovweb will use commercially reasonable efforts to make the Service available to Customer with a Monthly Uptime Percentage (defined below) of 99.95% unless otherwise specified in the Order as the “Service Level Commitment” during the applicable Subscription Term. If Moovweb does not meet the Service Level Commitment, Customer will be eligible, as its sole remedy, to receive Service Credits as provided below.
B. Service Credits Definitions.
i. “Scheduled Service Uptime” is calculated by taking 100% of the number of minutes of a Service Month time period and subtracting the number of minutes of Scheduled Maintenance (defined in Section F(i) below).
ii. Service Credit” is a monetary credit, calculated as provided below, that Moovweb may credit back to a Customer’s account.
iii. “Service Month” is the preceding month of the applicable Subscription Term.
iv. “Monthly Uptime Percentage” is calculated by (1) taking 100% of the number of minutes of a Service Month time period and subtracting the number of minutes during the Service Month in which Service was unavailable for any reason other than an exclusion listed in Section E below (a “SLA Exclusion”) and (2) dividing such difference by the total number of minutes in a Service Month time period and multiplying the resulting quotient by 100 to establish the percentage. For avoidance of ambiguity, Monthly Uptime Percentage measurements exclude downtime resulting directly from a SLA Exclusion. Any downtime occurring prior to a successful Service Credit claim cannot be used for future claims.
C. Service Credits.
i. If the Monthly Uptime Percentage for Customer drops below the Service Level Commitment for a Service Month, Customer shall be eligible to receive a Service Credit equivalent to the total minutes of unscheduled service downtime divided by the total minutes of Scheduled Service Uptime for that month and multiplied by the total recurring fee for that Service Month for the affected Service payable by Customer.
ii. Service Credits will be applied as a credit to Customer from Moovweb against the payment amount due immediately following the affected Service Month. A Service Credit may not be transferred or applied to any other Moovweb account. Customer’s sole and exclusive remedy for any failure to meet the Service Level Commitment is the receipt of a Service Credit in accordance with the terms of this Agreement. The maximum cumulative credit for any and all applicable Service Credits in a month is 50% of the total recurring fee for that month for the affected Service payable by Customer.
D. Process for Requesting Credits. To receive a Service Credit, Customer must submit a written request to Moovweb by sending an e-mail to Customer’s Moovweb Account Manager. The request for a Service Credit must: (i) include the dates and times of each incident of Service unavailability that Customer claims to have experienced, including website URLs that were unavailable at the time of each incident; (ii) include related support and proof of each such incident; and (iii) be received by Moovweb within thirty (30) business days of the last reported incident in the SLA claim. Moovweb will verify the claim against its own systems and monitoring data. In the event of a conflict between Customer’s proof and Moovweb’s data, the parties will work together in good faith to confirm the extent of Service unavailability and applicable amount of Service Credits.
E. Service Level Availability Exclusions. The Service Level Commitment does not apply to any unavailability, suspension or termination of the Service attributable to, resulting from, or caused by: (i) authorized suspensions or terminations of the Service under the Platform Subscription Agreement (e.g. due to a breach of the Customer or as otherwise prohibited); (ii) factors outside of the reasonable control of Moovweb, including any force majeure event or Internet access or related problems beyond the demarcation point of Moovweb; (iii) any actions or inactions of Customer or any third party acting on behalf of Customer (including any Non-Compliant Customer Implementation or changes to a Project by Customer or a third-party on behalf of Customer); (iv) denial of service attacks, mail flooding, or other attacks or disruptions directed towards Moovweb’s and/or Customer’s networks or servers; (v) any failure of Customer’s websites, hardware, equipment, software or other technology under the control of Customer other than Moovweb Technology; (vi) the Customer Assets or other non-Moovweb equipment, software or technology (other than third party equipment within Moovweb’s direct control); or (vii) Scheduled Maintenance by Moovweb.
F. Scheduled and Unscheduled Maintenance
i. Moovweb performs system maintenance on the Service on a regular basis to ensure consistent quality of the Service and Moovweb will use commercially reasonable efforts to perform all maintenance during its pre-scheduled maintenance windows (“Scheduled Maintenance”). Moovweb will undertake to provide advance notice of Scheduled Maintenance through email, or as otherwise provided by Moovweb in its discretion.
ii. Under certain conditions, Moovweb may need to perform urgent or emergency preventative maintenance (“Unscheduled Maintenance”), such as installing security patches. Moovweb may not be able to provide Customer advance notice in cases of Unscheduled Maintenance.