Service Level Agreement

EFFECTIVE DATE: November 29, 2015

This Service Level Agreement supplements Magnet Systems Terms of Service (“TOS”), for Magnet Message Services, and together such documents and others referenced in the TOS form a binding agreement (the “Agreement”) between Magnet Systems and Customer. Unless otherwise provided herein, this Service Level Agreement is subject to the terms of the TOS. Capitalized terms will have the meaning specified in the TOS, as applicable.

SECTION 1. SERVICE COMMITMENT

During the Term of the Agreement, the Magnet Systems will provide a Monthly Uptime Percentage to Customer of at least 99.9% excluding Scheduled Downtime (the “SLA”).

SECTION 2. DEFINITIONS
  • Downtime means the Magnet Message Services is not available for use according to performance and monitoring data utilized by Magnet Systems at its sole discretion. Downtime does not include the period of time when the Magnet Message Services is not available as a result of Scheduled Downtime.
  • Monthly Uptime Percentage means the total number of minutes in a calendar month minus the total duration in minutes of Downtime in that month, divided by the total number of minutes in that month.
  • Scheduled Downtime means times where Magnet Systems notifies Customer of periods of Downtime for scheduled maintenance at least twenty-four hours in advance of such Downtime. Magnet Systems will make commercially reasonable efforts to schedule maintenance during low traffic times. Customers shall be notified of Scheduled Downtime via email and/or notification within the Magnet Systems Developer Dashboard.
  • Service Credit means a percentage of the Fees for the calendar month in which the SLA is not met, to be credited against Customer’s future Fees if requested by Customer in accordance with Section 4 below.
SECTION 3. SERVICE CREDIT

In a calendar month during which the SLA is not met as defined in the Section 1, , as confirmed by Magnet Systems in its sole discretion, Magnet Systems will credit a Customer’s account with a non-transferrable service credit (“Service Credit”) equal to 10% of the Fees paid by Customer in the applicable calendar month. Service Credit will be issued for future use only and must be requested by Customer. No refunds or cash value will be provided.

SECTION 4. SERVICE CREDIT REQUEST

To apply for Service Credit, Customer must submit a request to billing@magnet.com within 30 days of the end of the calendar month in which the Downtime occurred with the subject line “SLA Service Credit.” The request must include the dates and times of the Downtime for which Service Credit is being requested, and any applicable information that documents the claimed Downtime.

SECTION 5. EXCLUSIVE REMEDY

This Service Level Agreement states Customer’s sole and exclusive remedy for any failure by Magnet Systems to meet the SLA or other failure of the Magnet Systems Platform, including without limitation for any breach of warranty, except as specifically set forth in the Agreement.

SECTION 6. SLA EXCLUSIONS

The SLA does not apply to any: (a) features designated beta, early access, free trial, limited preview, or preview, (b) sandbox environment to application signed with a key other than a production key, or (c) Downtime: (i) caused by factors outside of Magnet Systems’ reasonable control; (ii) caused by any force majeure event, (iii) that resulted from Customer’s software or hardware or third party software or hardware under Customer’s control, or both; (iv) that resulted from abuses or other behaviors that violate the Agreement.