Service Level Agreement

This Service Level Agreement (“SLA”) between iboss, Inc. (“iboss”) and its customers (each, a “Customer” or “You” or “Your”) sets forth the applicable service levels (“Service Levels”) for the Service.

1. Service Level Guarantee

“Availability” means the percentage of time in a Month during which the relevant Service is not subject to an Outage. Availability is expressed as a percentage and calculated as follows: (Total minutes in the relevant Month – total minutes of Excluded Events – total minutes of Outage in such Month) / (Total minutes in such Month – total minutes of Excluded Events) x 100. For the avoidance of doubt, Availability does not apply to any downtime associated with Hardware leased or sold to Customer.

“Excluded Event” means any event adversely impacting the relevant Service that is caused by (a) the acts or omissions of Customer, its employees, customers, contractors or agents; (b) the failure or malfunction of equipment, applications, software, or systems not owned or controlled by iboss; (c) Force Majeure Events; (d) scheduled maintenance; (e) any suspension of the relevant Service pursuant to the EULA; (f) any downtime arising out of any Hardware leased or sold to Customer, including without limitation, any Hardware return processing time; (g) changes in the Customer’s source environment, including but not limited to intentional or accidental connections or disconnections to the environment; or (h) for Customers who have purchased an Unlimited Package Service subscription, End User usage that exceeds eighty-five percent (85%) of the processing capacity (as measured and reported by iboss) of the aggregate cloud gateways (described in the applicable Quote) that iboss has deployed per Customer’s direction in connection with such subscription.

“Month” means a calendar month.

“Outage” means the accumulated time as tracked in an iboss trouble ticket during which a Service was not available and properly functioning for use, excluding Excluded Events. An Outage will commence when iboss opens an incident in its trouble ticketing system, whether as a result of iboss monitoring or notification from the Customer, and ends when the incident is resolved.

“Qualifying Transaction” or “IP Packet” is defined as: (a) less than 1 MB HTTP or HTTPS request and response; (b) not related to streaming applications; and, (c) not subject to Quality of Service (QoS) bandwidth management rules and policies as configured for the Customer’s use of the Service; but excludes: (i) non-standard Customer Service configurations; and (ii) Customer/user ‘pinning’ of Service.

“Reseller” means an authorized distributor or reseller of iboss products and services.

“Service Credit” means an amount deducted from the subscription fees billed to Customer under a then-current subscription period or any renewal subscription period, with respect to the affected Service in the event of a Service Level Failure or Network Latency (as defined below). The Service Credit due for a Service Level failure in a particular month will be calculated as follows:

[Service Credit % (see below table)] x [12-month subscription fee for affected Service] x [one-twelfth (1/12)]   

“Service Level Failure” means the Availability of the relevant Service falls below 99.99999%.

iboss will use commercially reasonable efforts to ensure that the Service will have an Availability of 99.99999% as measured over each Month during the Term. In the event of a Service Level Failure, Customer will be eligible to receive the applicable Service Credit according to the terms set forth in this SLA.

Subject to the last paragraph of Section 3, in the event of a Service Level Failure within a given Month, Customer will be eligible to receive a Service Credit attributable to that Month, as follows:

2. Network Latency Guarantee for Qualifying Transactions and IP Packets: ≤ 100 milliseconds (ms)

Except during the occurrence of an Excluded Event, the Service is guaranteed to have Network Latency of 100 ms or less for Qualifying Transactions and IP Packets in the 95th percentile of the Customer’s processing capacity (as measured and reported by iboss) of the aggregate cloud gateways that iboss has deployed in connection with the Customer’s Service subscription. “Network Latency ” is defined as the average time taken for a Qualifying Transaction or an IP Packet to make a “round trip” between the Customer network interface and the iboss cloud gateway co-located in the same country, or as otherwise provisioned by iboss for Customer, as the Customer’s network interface, as averaged over a 30-day period.

If Customer notifies iboss of a Network Latency in excess of 100 ms, iboss will use all commercially reasonable efforts to determine the source of the excess Network Latency and to correct the problem to the extent that the source of the latency is attributable to iboss’ action or inaction (an “iboss Fault”). If the Network Latency guarantee is not met within a Month, in iboss’ sole determination, and the source of the latency is due to an iboss Fault, then upon Customer’s request iboss will issue or, in the case of a Reseller Purchase arrange for the Reseller to issue, a Service Credit. Subject to the last paragraph of Section 3, the credit will be equivalent to the prorated charges of one (1) day of the applicable subscription fee for the affected Service for each day the Network Latency guarantee was not met, not to exceed the total subscription fees for the affected Service for the applicable Month.

If Customer notifies iboss of a Network Latency in excess of 100 ms, and the latency is determined by iboss to be caused by the Customer’s configuration of the Service to an iboss cloud gateway which is not co-located in the same country as the Customer’s network interface, then the source of the excess Network Latency will be determined by iboss to be attributable to Customer’s action (a “Customer Fault”), and no Service Credit shall be due to Customer for any such Network Latency caused by any such Customer Fault.

3. Service Credit Procedures

To receive a Service Credit, Customer must request the credit by submitting an e-mail to [email protected] within thirty (30) calendar days of the event giving rise to the Customer’s claim in which the Service Level Failure(s) and/or Network Latency occurs. Customer waives any right to Service Credits not requested within this thirty (30) calendar-day period. All performance calculations and determinations of qualifying Service Level Failure(s) and/or Network Latency events and applicable Service Credits will be based solely upon iboss’ records, data, and analysis.

Notwithstanding anything to the contrary: (i) For any Service of one (1) calendar year or longer, in no event will the Service Credits accrued during the annual subscription period exceed, in the aggregate across all events, including both Network Latency and Service Level Failures, the sum of thirty (30) days of pro-rated subscription fees paid by Customer to iboss for all affected Services during the applicable Service Term in which the failure(s) occur; (ii) No Service Credits shall be issued to Customer if the Customer’s Service Term is less than one (1) calendar year; (iii) Service Credits will only be issued once validated by iboss and any applicable Service Credit shall be applied to iboss’ or Reseller’s (as applicable) next Service Renewal Invoice of the Customer’s current Service Term.

This SLA provides Customer’s sole and exclusive remedies for any Network Latency and Service interruptions, deficiencies, or failures of any kind; provided, however, that Customer may terminate the Agreement for material breach if (i) within a given Month, the affected Service experiences an S1 or S2 Priority Level SLA problem on five (5) or more separate occasions for a period of two (2) hours or longer; or (ii) Availability is less than 97% in four (4) or more consecutive Months.

4. Support Services

iboss shall use commercially reasonable efforts to provide support via the following methods:

¹Excluding major holidays – Please contact your iboss representative for additional information. 

iboss shall respond to support requests according to the following table, which describes the severity level classification for problems and the expected response time for each severity level. iboss shall use commercially reasonable efforts to respond to problems within the time frames set forth above.