“OpenChannel Exclusion” has the meaning set out in Section 5 of these SERVICE LEVEL TERMS.
“Monthly Uptime Percentage” means, in respect of a calendar month, the percentage of monthly uptime for the OpenChannel Platform calculated as follows (and expressed as a percentage): A/(B-C), where “A” means the number of minutes when the OpenChannel Platform was available; “B” means the total number of minutes in that month; and “C” means the number of minutes in that month when the OpenChannel Platform was unavailable as a result of a OpenChannel Exclusion. As used in this definition, “available” means that the OpenChannel service has no external connectivity, and “unavailable” has the opposite meaning.
“Monthly Uptime SLA” has the meaning set out in Section 2 of these SERVICE LEVEL TERMS.
“Service Level” or “SLA” means each of the service level performance standards described in Section 2 of these SERVICE LEVEL TERMS.
“Service Credit” means an amount (expressed in US Dollars and calculated as set forth in Section 3 of these SERVICE LEVEL TERMS) that OpenChannel may credit to Customer for a SLA Failure as liquidated damages and a sole and exclusive remedy for the damages that may be suffered by Customer as a result of such SLA Failure.
“SLA Failure” means any failure by OpenChannel to attain an SLA in a calendar month that is not caused, directly or indirectly, by a OpenChannel Exclusion.
2. Service Levels
OpenChannel will use commercially reasonable efforts to make the OpenChannel Platform available with a Monthly Uptime Percentage of at least 99.99% in each case in any calendar month during the Term (the “Monthly Uptime SLA”).
3. Service Credits
If OpenChannel fails to meet the Monthly Uptime SLA in any month during the Term for reasons other than a OpenChannel Exception, OpenChannel may credit to Customer a Service Credit calculated as a percentage of the total fees and charges paid by Customer in respect of that month (excluding one-time payments), as determined by reference to the following table:
Monthly Uptime Percentage Service Credit Percentage
Less than 99.99% but equal or greater than 99.00% 10%
Less than 99.00% 25%
In any month when a Service Credit is due in accordance with this Section 3, OpenChannel will apply such Service Credit only against future OpenChannel payments otherwise due from Customer. At OpenChannel’s discretion, OpenChannel may issue the Service Credit as credit to the credit card on file for Customer. Except as expressly set out herein, a Service Credit will not entitle Customer to any refund or other payment from OpenChannel, and will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Customer’s sole and exclusive remedy for any SLA Failure or any other unavailability, non-performance, or other failure by OpenChannel to provide the OpenChannel Platform or the Services is the receipt by Customer of a Service Credit (if eligible) in accordance with the terms of these SERVICE LEVEL TERMS.
4. Credit Request and Payment Procedures
To receive a Service Credit, you must submit a claim to OpenChannel at the following email address: email@example.com. To be eligible, the Service Credit claim must be received by OpenChannel by the end of the second billing cycle after which the incident occurred and must include:
a. the words “SLA Credit Request” in the subject line;
b. the applicable calendar month and the specific dates and times of each alleged OpenChannel Platform unavailability incident in respect of which the claim is made;
c. the affected account name; and
d. 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 for the calendar month in respect of which the Service Credit claim is made is confirmed by OpenChannel, and if OpenChannel determines, in OpenChannel’s sole discretion, that an SLA Failure has occurred, then OpenChannel will apply the Service Credit to Customer within one billing cycle following the month in which that Service Credit claim is confirmed in accordance with this Section. Notwithstanding anything in these SERVICE LEVEL TERMS, any failure by Customer to provide sufficient details and other information to confirm and corroborate the Service Credit claim as required above will disqualify Customer from receiving a Service Credit for such claim.
5. OpenChannel Exclusions
No failure by OpenChannel to attain an SLA will be considered an SLA Failure and no Service Credit will be provided in respect of such failure, if such failure to attain an SLA is caused, directly or indirectly, by (each, a “OpenChannel Exclusion”): any unavailability, suspension or termination of the OpenChannel Platform, or performance issues: (i) that result from a suspension due to scheduled downtime or emergency maintenance as described in this Agreement ; (ii) caused by any Force Majeure event or Internet access or related problems beyond the demarcation point of OpenChannel; (iii) that result from any actions or inactions of Customer or any third party; (iv) that result from (independently or in combination) Customer’s equipment, software or other technology or any third party equipment, software or other technology (other than third party equipment within OpenChannel’s direct control); (v) arising from OpenChannel’s suspension or termination of Customer’s right to use the OpenChannel Platform or the Services in accordance with this Agreement; or (vi) involves a product or service that is currently in Beta.