Last updated: October 2nd, 2020
This Service Level Agreement ("SLA") governs permissible use of the Accelize Services by a Customer under the terms of the Accelize Marketplace Seller Agreement ("Agreement"). The SLA applies separately to each account which may use the Services. Unless otherwise provided herein, this SLA is subject to the terms of the Agreement and capitalized terms will have the meaning specified in the Agreement. Accelize reserves the right to change the terms of this SLA in accordance with the Agreement.
This Service Level Agreement shall take effect when Customer clicks an "I Accept" button or check box presented with these terms or, if earlier, when Customer uses any of the Services (the "Effective Date"). Customer represents to Accelize that Customer is lawfully able to enter into contracts (e.g., Customer is not a minor). If Customer is entering into this Agreement for an entity, such as the company Customer works for, Customer represents that Customer has the legal authority to bind that entity.
2.1 Defined Terms. Defined Terms. For purposes of this SLA, the defined terms herein shall have the meanings set forth as below whenever capitalized, or as otherwise set forth in the Agreement.
2.2 Undefined Terms. Those terms, acronyms, and phrases utilized in the relevant industries, including the information technology service industry or other pertinent business contexts, that are not otherwise defined in this Agreement shall be interpreted in accordance with their generally understood meaning in such industries or business contexts.
3.1 Accelize DRM Web Service Commitment. Accelize will use commercially reasonable efforts to make Services each available with a Monthly Uptime Percentage of at least ninety-nine point ninety-nine percent (99.99%), in each case during any monthly billing cycle (the "Service Commitment"). In the event any of the Services do not meet the Service Commitment, Customer will be eligible to receive a Service Credit.
3.2 Service Credits. Service Credits are calculated as a percentage of the total charges paid by Customer for Accelize Services in the Region affected for the monthly billing cycle in which the Region Unavailability occurred.
3.2.1 Monthly Service Charge Calculations. When a plan is reoccurring and billed monthly, Service Credits are calculated as a percentage of the total charges for the affected month ("Monthly Charge"), such as subscription and pay-per-use plans, according to the following table:
|Monthly Uptime Percentage||Service Credit Percentage|
|Less than 99.99% but equal to or greater than 99.0%||10%|
|Less than 99.00%||30%|
3.2.2 Equivalent Monthly Charge Calculations. When a plan is not subject to monthly billing, Service Credits are calculated as a percentage of the Equivalent Monthly Charge (as calculated below), according to the table in Section 3.2.1. The "Equivalent Monthly Charge" shall be calculated based on the term length of the plan as follows:
(a) For term-based plans, by dividing the term by the number of months. For example, if a plan has a term of three (3) years then the Equivalent Monthly Charge will be calculated by dividing the total charge by thirty-six (36) months; for a plan with a term of six (6) months, the Equivalent Monthly Charge will be calculated by dividing the total charge by six (6). For terms less than one (1) month, the Equivalent Monthly Charge will be calculated by multiplying to achieve an equivalent of one (1) month. For example, for a plan with a term of fifteen (15) days, the Equivalent Monthly Charge will be the total charge multiplied by two (2).
(b) For perpetual plans: by dividing the total charge by thirty six (36).
3.2.3 Exclusions. Non-cloud-licensing charges are excluded from Service Credits, including, but not limited to, node-locked licenses.
3.3 Application of Service Credits. Accelize will apply any Service Credits only against future payments otherwise due from Customer to Accelize. At Accelize's sole discretion, Accelize may issue the Service Credit to the billing information Customer used to pay for the billing cycle in which the Region Unavailability occurred. Service Credits will not entitle Customer 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 dollars ($10). Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Agreement, Customer's sole and exclusive remedy for any unavailability, non-performance, or other failure by Accelize to provide Accelize Platform is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.
4.1 To receive a Service Credit, Customer must submit a claim ("Claim") by opening a case with Accelize via its support center. To be eligible, the Claim request must be received by Accelize by the end of the second billing cycle after which the incident occurred and must include:
4.2 If the Monthly Uptime Percentage of such request is confirmed by Accelize and is less than the Service Commitment, Accelize will issue the Service Credit to Customer's account within one (1) billing cycle following the month in which Accelize confirms Customer's request. Customer's failure to provide the request and other information as required above will disqualify Customer from receiving a Service Credit.
5.1 The Service Commitment does not apply to any unavailability, suspension, or termination of Accelize service (as shall be collectively known as the "Accelize SLA Exclusions") which:
Was caused by factors outside of Accelize's reasonable control, including any force majeure event or Internet access or related problems beyond the control of Accelize or its DRM hosting service partner;
Resulted from any actions or inactions of Customer or any third party;
Resulted from Customer's equipment, software, or other technology and/or third party equipment, software, or other technology (other than third party equipment within Accelize's direct control);
Resulted from failures of DRM components not attributable to the DRM Service;
Resulted from any maintenance as provided for pursuant to the Agreement; or
Arose from Accelize's suspension and termination of Customer's right to use Accelize Services in accordance with the Agreement.
5.2 If availability is impacted by factors other than those used in Accelize's Monthly Uptime Percentage calculation, then Accelize may, at its sole discretion, issue a Service Credit considering such factors.