Vizbl Systems, Inc.
This Service Level Agreement ("SLA") applies only if expressly incorporated into an applicable Order Form or other written agreement with Vizbl. Capitalized terms not defined in this SLA have the meanings given to them in the applicable agreement between Vizbl and Customer.
This SLA applies only to the production Services expressly identified in the applicable Order Form as covered by this SLA ("Covered Services"). This SLA does not apply to any services, features, environments, integrations, deliverables, or third-party systems not expressly identified as Covered Services.
Vizbl will use commercially reasonable efforts to make the Covered Services available 99.5% of the time during each calendar month ("Standard Availability Commitment").
If the applicable Order Form expressly states that the Enterprise SLA applies, Vizbl will use commercially reasonable efforts to make the Covered Services available 99.9% of the time during each calendar month ("Enterprise Availability Commitment").
The applicable availability commitment is a service target and not a warranty.
"Unavailable" means that the Covered Services are not accessible by Customer due solely to a failure within Vizbl's systems used to provide the Covered Services.
Monthly availability will be calculated as follows:
Monthly Availability = ((Total Minutes in Calendar Month - Unavailable Minutes) / Total Minutes in Calendar Month) x 100
Unavailability will be measured based on Vizbl's monitoring systems, logs, and records, which will be the authoritative source for determining availability, absent manifest error.
Availability calculations exclude downtime, degradation, latency, errors, interruptions, or performance issues caused by or resulting from:
• (a) scheduled maintenance;
• (b) emergency maintenance;
• (c) Beta Features, free trials, previews, pilots, proofs of concept, evaluation services, sandbox environments, non-production environments, or experimental features;
• (d) Customer systems, Customer Content, Customer integrations, Customer networks, Customer devices, Customer configurations, Customer misuse, or Customer failure to follow Documentation;
• (e) Third-Party Services, app stores, browsers, operating systems, cloud providers, payment processors, e-commerce platforms, advertising platforms, content delivery networks, internet service providers, APIs, SDKs, hosting providers, or other external systems not controlled by Vizbl;
• (f) force majeure events or events outside Vizbl's reasonable control;
• (g) suspension, limitation, or termination of Services under the applicable agreement;
• (h) acts or omissions of Customer, Authorized Users, Customer's end users, vendors, contractors, or other third parties;
• (i) security incidents, denial-of-service attacks, malicious activity, emergency patches, or actions taken to protect the Services, customers, users, or third parties;
• (j) Customer's failure to pay amounts due or maintain an active subscription;
• (k) changes required by law, regulators, app stores, payment processors, e-commerce platforms, or other third-party platform requirements.
Vizbl may perform scheduled maintenance from time to time. Vizbl will use commercially reasonable efforts to provide advance notice of scheduled maintenance expected to materially affect the availability of the Covered Services.
Scheduled maintenance will not count as Unavailable time.
Vizbl may perform emergency maintenance at any time where Vizbl determines that such maintenance is necessary for security, legal compliance, reliability, compatibility, performance, or operational reasons.
Emergency maintenance will not count as Unavailable time.
If Vizbl fails to meet the applicable monthly availability commitment for the Covered Services, Customer may request the following service credits:
For Enterprise SLA commitments, the applicable Order Form may specify different credit percentages.
Service credits apply only to recurring subscription fees paid for the affected Covered Services for the applicable calendar month. Service credits do not apply to setup fees, implementation fees, professional services fees, usage fees, overage fees, transaction fees, pass-through fees, taxes, or fees for unaffected Services.
To receive a service credit, Customer must submit a written request to Vizbl within thirty (30) days after the end of the calendar month in which the alleged availability failure occurred.
The request must include reasonable details supporting the claim, including the dates, times, duration, affected Services, and description of the alleged unavailability.
Customer will not be eligible for service credits if Customer is in breach of the applicable agreement, has unpaid overdue amounts, or failed to use commercially reasonable efforts to mitigate the impact of the alleged unavailability.
Service credits are applied only to future invoices for the Covered Services and have no cash value. Service credits are not refundable, transferable, or redeemable for cash.
Total service credits for any calendar month will not exceed twenty percent (20%) of the monthly subscription fees for the affected Covered Services, unless otherwise expressly stated in the applicable Order Form.
Service credits are Customer's sole and exclusive remedy, and Vizbl's sole liability, for any failure to meet an availability commitment or support response target under this SLA.
This SLA does not limit Vizbl's rights, remedies, disclaimers, exclusions, or limitations of liability under the applicable agreement.
Unless otherwise stated in an applicable Order Form, Vizbl will use commercially reasonable efforts to meet the following support response targets:
Response targets are measured from the time Vizbl receives a support request through Vizbl's designated support channel with sufficient information to investigate the issue.
Response targets are not resolution guarantees and do not create any entitlement to service credits unless expressly stated in the applicable Order Form.
Customer is responsible for:
• (a) promptly reporting issues through Vizbl's designated support channels;
• (b) providing sufficient information, logs, screenshots, reproduction steps, access, and cooperation reasonably requested by Vizbl;
• (c) maintaining accurate account, technical, billing, and administrative contact information;
• (d) maintaining Customer systems, devices, networks, integrations, credentials, configurations, and third-party services;
• (e) using the Services in accordance with the applicable agreement, Documentation, and Vizbl's applicable Policies.
Delays caused by Customer's failure to perform these responsibilities will not count against Vizbl's support response targets or availability commitments.
This SLA does not apply to Beta Features, free services, trial services, sandbox environments, non-production environments, proofs of concept, previews, pilots, experimental features, services provided without charge, or any services not expressly identified as Covered Services in the applicable Order Form.
Vizbl may update this SLA from time to time. Updates will not materially reduce the availability commitment or service credit rights applicable to Covered Services during the then-current subscription term unless required for legal, security, operational, or third-party platform reasons.
If this SLA conflicts with the applicable Order Form, the Order Form will control solely with respect to the conflicting subject matter.
If this SLA conflicts with the applicable master agreement, this SLA will control solely with respect to service availability commitments and service credits, and the master agreement will control in all other respects.