Service Level Agreement
Salesloft will undertake commercially reasonable efforts to make the Subscription Services available 99.5% of the time during a calendar month during which Customer has a right to access and use such Subscription Services under the Agreement and applicable Order Form (the “Service Level Target”). This percentage shall be determined by taking the total minutes within the calendar month, subtracting the total minutes during which the Subscription Services were completely unavailable, and dividing the resulting number by the total minutes within the calendar month.
The following events are not included within any calculation of unavailability for purposes of determining the Service Level Target: (1) planned outages for maintenance purposes for which advance notice is provided to Customer; (2) any outage or unavailability caused by Customer’s acts or omissions, including any misuse or modification of the Subscription Services or malfunction of Customer’s hardware, network or other IT assets; or (3) any event caused by an “act of God” or otherwise outside of Salesloft’s reasonable control, including unavailability of internet connections.
If the Services fail to meet the Service Level Target, Salesloft will provide the following “Service Level Credits”:
| Service Level Target | Service Level Credit Amount | |
|---|---|---|
| Less than 99.5% but greater than or equal to 99.0% | 5% of the monthly fee for the applicable Subscription Service | |
| Less than 99.0% but greater than or equal to 95.0% | 10% of the monthly fee for the applicable Subscription Service | |
| Less than 95.0% | 25% of the monthly fee for the applicable Subscription Service |
Customer’s monthly fee is calculated by dividing Customer’s annual fee for the applicable Subscription Service by twelve (12) or Customer’s quarterly fee by three (3), as applicable. Any applicable Service Level Credits will be provided by being automatically applied to the next invoice for the applicable Subscription Services, after Salesloft confirms that the Subscription Services have failed to meet the Service Level Target.
In order to be eligible for Service Level Credits, Customer must notify Salesloft in writing within ten (10) business days after the conclusion of the applicable calendar month in which Customer believes the Service Level Target has not been met. Upon receiving such notice, Salesloft will provide Customer with a report of actual availability and confirm whether Customer is eligible for Service Level Credits and if so, the amount of Service Level Credits. Customer is not eligible to receive Service Level Credits during any period of time when payments owed are past due.
Eligibility to receive Service Level Credits as set forth in this Service Level Policy is Customer’s sole and exclusive remedy with respect to any claims related to or arising out of the availability of the Services.