Query is providing to Customer this Service Level Agreement (this “SLA”) as part of Customer’s subscription to Query’s services pursuant to a Query.ai, Inc. Order Form (or other Query order form) and Query.ai, Inc. SAAS Services Terms And Conditions (collectively, the “Agreement”), which incorporate this SLA by reference. Capitalized terms not defined in this SLA shall have those meanings accorded to them in the Agreement. Query warrants that the Services will perform in accordance with and subject to this SLA, which sets forth the Customer’s sole and exclusive remedy for any breach of this warranty.
Query will use commercially reasonable efforts to ensure that, during any given month of the Services Term, the Services achieve 99.9% Availability. If the Availability Percentage during a given month is less than 99.9%, Customer will be eligible to receive a credit equal to the percentage of your monthly fee for the Services (“Service Credit”) as follows:
99.00% – 99.90%
97.00% – 98.99%
95.00% – 96.99%
In order to receive a Service Credit, Customer must file a support request within thirty (30) days after the Services were first not Available in the month in question. Failure to provide such notice will forfeit the Customer’s right to receive the Service Credit. The claim must include:
- the words “SLA Service Credit Request” in the subject line; and
- the dates and times of each period during which the Services were not Available for which Customer is claiming the Service Credit.
Upon receipt of a claim for a Service Credit, Query will use reasonable efforts to confirm the claim. If the claim is confirmed by Query, based on Query’s data and records, then Query will approve the Service Credit.
Service Credits will only be applied to future payments by Customer for renewals of the Services Term. Service Credits will not entitle Customer to any refund or other payment from Query and cannot be applied towards other Query products or service offerings. Service Credits may not be transferred or applied to any other account.
“Available” or “Availability” means when Customer or Customer’s users can log into the Services’ web user interface. Availability excludes any period of time the Services cannot be logged into due to: (i) a failure between the Customer’s or user’s computing environment, computer(s), or system(s) and the Internet; (ii) factors outside of Query’s reasonable control; (iii) any action or inaction of Customer or a Customer user, administrator, or anyone acting on behalf of Customer; (iv) scheduled Maintenance; (v) unscheduled Emergency Maintenance or (vi) suspension of access to the Services in accordance with the Agreement.
“Availability Percentage” is calculated by subtracting from 100% the percentage of minutes during a calendar month in which the Services were not Available.
“Emergency Maintenance” is unscheduled maintenance that is necessary, in Query’s reasonable judgment, to address a recently-discovered issue in the Services that could, if left unresolved, materially threaten the security or usability of the Services, Customer Data, or the customer’s systems.
“Maintenance” is the time where the Services will be updated in order to deploy enhancements or fix issues. Prior to performing scheduled Maintenance which is expected to result in the Services not being Available, Query will notify the Customer twenty-four (24) hours in advance. In the event of Emergency Maintenance, Query will notify the Customer as soon as practical if the Services are expected to not be Available. All notices under this SLA will be provided via notification in the Services to all impacted Customers and users.
“Monthly Service Fee” is the fee applicable to a month of the Services. For annual commitments, the fee is calculated by taking the annual subscription fee for the Services and dividing by 12.
“Service Credit” is a percentage credit applicable against the Monthly Service Fee, based on the actual Availability Percentage during the applicable month.
The terms of this SLA may be amended by Query from time to time by providing thirty (30) days prior notice via notification in the Services, provided that no such amendment will decrease the Availability Percentage of 99.9%.