Service Level Agreement

Last updated: April 9th, 2020

This Accelize Service Level Agreement (this “SLA”) is a policy governing the use of the Included Products and Services (listed below) by you or the entity you represent (“you”) under the terms of the Accelize Customer Agreement (the “Accelize Agreement”) between Accelize, Inc. and its affiliates (“Accelize”, “us” or “we”) and you. This SLA applies separately to each account using the Included Products and Services. Unless otherwise provided herein, this SLA is subject to the terms of the Accelize Agreement and capitalized terms will have the meaning specified in the Accelize Agreement. We reserve the right to change the terms of this SLA in accordance with the Accelize Agreement.

Included Products and Services

• Accelize DRM Web Service

Service Commitment

Accelize will use commercially reasonable efforts to make the Included Products and Services each available with a Monthly Uptime Percentage (defined below) of at least 99.99%, in each case during any monthly billing cycle (the “Service Commitment”). In the event any of the Included Products and Services do not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.

Definitions

“Monthly Uptime Percentage” means total number of minutes in a month, minus the number of minutes of Downtime suffered from all Downtime Periods in a month, divided by the total number of minutes in a month. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Accelize Services SLA Exclusion (defined below).

“Region Unavailable” and “Region Unavailability” means: The service in a specific region suffer from a Downtime Period

A “Service Credit” is one US Dollar credit, calculated as set forth below, that we may credit back to an eligible account.

“Downtime” means: the total accumulated  time during which Accelize DRM Service is unable to process license requests

“Downtime Period” means a period of one or more consecutive minutes of Downtime. Partial minutes or Intermittent Downtime for a period of less than 5 minutes will not be counted towards any Downtime Periods
 

Service Commitments and Service Credits

Service Credits are calculated as a percentage of the total charges paid by you for Accelize Services in the Region affected for the monthly billing cycle in which the Region Unavailability occurred in accordance with the schedule below. Non pay-per-use charges are excluded from Service Credits, including, but not limited to, node-locked and floating licenses.

We will apply any Service Credits only against future Accelize Platform payments otherwise due from you. At our discretion, we may issue the Service Credit to the billing information you used to pay for the billing cycle in which the Unavailability occurred. Service Credits will not entitle you to any refund or other payment from Accelize. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than ten dollar ($10 USD). Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Accelize Agreement, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide Accelize Platform is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by opening a case in the Accelize Support Center. To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:

1. the words “SLA Credit Request” in the subject line;
2. the dates and times of each Unavailability incident that you are claiming;
3. the affected DRM Session IDs;
4. your request logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

Accelize SLA Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of Accelize service :

1. that result from a suspension described in Section 6.1 of the Accelize Agreement;
2. caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of Accelize or its hosting partner for the DRM service;
3. that result from any actions or inactions of you or any third party;
4. that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control);
5. that result from failures of DRM components not attributable to DRM Service;
6. that result from any maintenance as provided for pursuant to the Accelize Agreement; or
7. arising from our suspension and termination of your right to use Accelize Services  in accordance with the Accelize Agreement (collectively, the “Accelize SLA Exclusions”).

If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.