Service Level Agreement
Cloud Elements Inc.

Agreement

Cloud Elements shall provide service levels and remedies for downtime (caused by defects or otherwise) to Licensee in accordance with the terms of this Service Level Agreement (“Service Level Agreement” or “SLA”). Capitalized terms not otherwise defined herein have the definitions given to them in that certain Master Services Agreement entered into between Licensee and Cloud Elements (“Agreement”).

Cloud Elements is committed to providing a highly available and secure service to support its licensees. This SLA provides rights and remedies in the event Licensee experiences service interruption as a result of failure of the Cloud Elements service or underlying service infrastructure. This SLA does not apply to any service interruption or downtime caused by any Third-Party Services (Salesforce.com, Marketo, QuickBooks, etc…) due to any reason outside of Cloud Elements’s control. To receive any required notices under this SLA, Licensee must subscribe with a valid email address at Cloud Elements’s status page.

Force Majeure Event

Notwithstanding anything to the contrary contained in this SLA or the Agreement, Cloud Elements shall not be liable for any failure of or delay in performance as a result of any force majeure event as set forth in Section 11.2 of the Agreement.

Emergency Maintenance

Licensee hereby acknowledges, understands and agrees that there may be instances where Cloud Elements may need to perform emergency maintenance and interrupt the provision of the Products or Services without notice in order to protect the integrity of the Products and/or Services due to security issues, virus attacks, spam issues or other unforeseen circumstances. These changes may happen immediately with little or no notification ahead of time; however, Cloud Elements will post the information to Cloud Elements status page promptly after or during such emergency maintenance.

Scheduled Maintenance

Cloud Elements may provide scheduled maintenance to the Products and/or Services, including but not limited to:

  • Providing support for on-going product and operational projects to ensure optimal performance of the Products and/or Services.
  • The deployment non-critical service packs or patches to the Products and/or Services.
  • Periodic redundancy testing of the Products and/or Services.

Cloud Elements reserves standard maintenance windows during the following times weekly, as applicable and dependent on the location of the Licensee’s data: in the European data center from 10:00PM until midnight on Fridays; and in the US data center from 4:00AM to 6:00AM on Sundays. When possible, a notification of such scheduled maintenance will be posted on Cloud Elements’s status page at least 2 business days prior. These windows typically do not result in a lack of system availability. If Cloud Elements expects scheduled maintenance to cause system unavailability, due to, for example, a major database upgrade, Cloud Elements shall provide Licensee with at least 10 days’ notice provided that Licensee has duly registered an email address at Cloud Elements’s status page. Cloud Elements will use reasonable efforts to limit such instances to no more than 4 times annually during the following times: dependent on the location of the Licensee’s data: in the European data center from 10:00PM on Fridays until 2:00AM on Saturdays; and in the US data center from 4:00AM to 8:00AM on Sundays. All foregoing times based on coordinated universal time (“UTC”).

Boundaries and Exclusions

The availability metric, described below, shall not apply to performance issues caused by the following:

  • Overall Internet congestion, slowdown, or unavailability
  • Unavailability of third-party cloud-services provider
  • Unavailability of generic Internet services (e.g. DNS servers)
  • Endpoint downtime not due to any Cloud Elements connectivity
  • Force majeure events as described in Section 11.2 of the Agreement
  • Actions or inactions of Licensee (unless undertaken at the express direction of Cloud Elements) or third-parties beyond the control of Cloud Elements
  • A result of Licensee equipment or third-party computer hardware, software, or network infrastructure not within the sole control of Cloud Elements

Availability Metric

Cloud Elements uses a system to measure whether Products or Services are “Available” and publishes the results daily at status.cloud-elements.com. Licensee agrees that this system will be the sole basis for resolution of any dispute that may arise between Licensee and Cloud Elements regarding this SLA. “Service Unavailability” means the time during which the applicable Products or Services are unavailable after at least 10 consecutive 503 errors from API Calls made through such Products or Services are received.

Cloud Elements Service Availability” is calculated based on the following formula:

Cloud Elements Service Availability = (T – M – D) / (T – M) x 100%
T = Total Monthly Minutes (The number of the days in the month multiplied by 1440 minutes per day)
M = Service Unavailability during Scheduled Maintenance Time (as described above)
D = Service Unavailability other than during Scheduled Maintenance Time

Cloud Elements Service Availability

Remedy/Service-Level Credits

Between 99.9% – 100%

Meets Goal/No Remedy

Between 99.5% – 99.9%

Five (5) day extension of the term of the MSA at no cost to Licensee

Less than 99.5 %

Ten (10) day extension of the term of the MSA at no cost to Licensee

Remedy Procedure

Licensee’s remedy and the procedure for obtaining Service-Level Credits under this SLA is as follows:

  • Licensee must open a support ticket at http://support.cloud-elements.com documenting the event within 5 business days of the Product or Service interruption
  • Licensee’s account must be in good standing with all invoices paid and up to date

Cloud Elements will review and confirm the information provided in the Support Ticket within 5 business days of receipt. If Cloud Elements cannot confirm such information, then Licensee and Cloud Elements agree to refer the matter to executives of each Party for resolution. If Cloud Elements determines that Cloud Elements is out of compliance with this SLA, Licensee will receive the amount of Service-Level Credits set forth above. The Service-Level Credit will be reflected in the Cloud Elements invoice to Licensee in the month following Cloud Elements confirmation of minutes of Downtime. Annual Service-Level Credits for Licensee are capped at 30 days per annum.