Service Level Agreement
This Service Level Agreement (“SLA”) is incorporated into and forms part of the Master Service Agreement between Totango, Inc. (“Totango”) and Customer (“Agreement”). This SLA sets forth Totango's commitments regarding Service availability and support response times. Capitalized terms not defined herein have the meanings assigned in the Agreement. In the event of any conflict between this SLA and the Agreement, the order of precedence set forth in the Master Service Agreement shall control. This SLA is governed by the laws of the State of New York in accordance with Section 16.5 of the Agreement.
1. Definitions.
“Achieved Service Availability” for each calendar month will be the quotient, expressed as (i) the total number of sync jobs completed for that month that are completed within 1 hour and 20 minutes, divided by (ii) the total number of scheduled sync jobs for that month minus any sync jobs occurring during periods of Excused Downtime and any sync jobs affected by unusually large volumes of simultaneous data changes initiated by the Customer
“Completed” means the updates have been written to the Product database and are available in the UI
“Downtime” means continuous periods of ten (10) minutes or more during which time the Customer is unable to access and use all material components of the Service. Downtime is measured based on server-side error rate.
“Excused Downtime” means periods the Service is unavailable as a result of: (a) Planned Downtime, (b) outages caused by Customer or its third-party service provider, (c) software or hardware not controlled by Totango (including third-party software or sites that are accessed or linked through the Service); (d) Salesforce platform downtime, degraded performance, API rate limiting, or other failures attributable to Salesforce’s infrastructure or services, as reported on trust.salesforce.com; or (e) Force Majeure Event(s).
“Force Majeure Event(s)” means circumstances beyond Totango’s reasonable control, including, without limitation, acts of God, acts of government, acts of terror or civil unrest, or technical failures.
“Planned Downtime” means periods of time the Service is unavailable: (i) during the time period that Totango reserves for scheduled maintenance, or (ii) for additional maintenance of which Totango provides Customer at least three (3) days advance notice.
“Unusually large volumes of simultaneous data changes” can be defined as any sync job where 10,000 or more records are updated in one batch
2. Service Levels.
2.1 Totango will monitor Salesforce job completion time and will make availability metrics available to the Customer in the Salesforce integration page within the UI. If Customer experiences what it believes is Downtime, Customer shall promptly notify Totango by submitting a notice through the following page: https://support.totango.com/hc/en-us/requests/new.
2.2 Totango will use commercially reasonable efforts to make the Service available 99% of the time in any calendar month, excluding periods of Excused Downtime. If the Achieved Service Availability falls below 99% in any month, Customer may receive service credits calculated as a percentage of the fees due or allocated for the next month in accordance with the following chart (“Service Credit”):
In the event the Achieved Service Availability Level is less than 99.0% for 3 consecutive weeks or 4 weeks total in a rolling two-month period, Totango shall refund the Company 100% of fees to the subsequent month of service. To receive a Service Credit, Customer must: (i) be in compliance with its obligations under the Agreement and (ii) request the Service Credit in writing to Totango within 15 days after the last day of the month in which the event giving rise to the Service Credit occurred. Failure to comply with this requirement will result in Customer forfeiting any right to receive a Service Credit.
Service Credits provided pursuant to this Service Level Agreement will be Customer’s sole and exclusive remedy, and the entire liability of Totango, for any failure to achieve Service Availability or any breach of this Service Level Agreement or any associated warranty. The parties agree Service Credits are a fair measure of the damages Customer will incur for Totango’s failure to achieve Service Availability, that actual damages may be difficult to determine, and that Service Credits are liquidated damages awarded in lieu of actual damages incurred by Customer.
2.3 Service Credit Limitations. Service Credits must be requested in accordance with the procedures set forth in Section 2.2 and prior to termination or expiration of the Agreement. Any Service Credits not claimed prior to termination or expiration of the Agreement shall be forfeited. Service Credits have no cash value and cannot be refunded or transferred. Service Credits may only be applied against future invoices for the Service and will expire if not used within twelve (12) months of issuance. Notwithstanding the foregoing, any Service Credits earned during the final three (3) months of the then-current term that cannot be applied to a future invoice prior to expiration may be applied to fees due under a renewal term, provided the Customer executes a renewal within sixty (60) days of expiration.
3. Support Levels
Totango will use commercially reasonable efforts to restore Service Availability (other than Downtime resulting from Force Majeure Events) as soon as possible. Totango shall comply with the response times set forth below based on the severity level of the particular issue. Please note, “Business Hours” means 4:00 AM to 8:00 PM EST, Monday through Friday, excluding US federal holidays.
