This Service Level Agreement (“SLA”) is incorporated into and forms part of the agreement for Services between Persona Identities, Inc. (“Persona”) and the counterparty executing the agreement (“Customer”) which references this SLA (the “Agreement”).
Availability Objective: Persona will provide up to 99.9% Availability (as defined below) for the Persona Services within Persona’s Immediate Control. For purposes hereof, "Availability” or “Available” means the Persona Services are available for access and use through Persona’s Internet connection.
“Immediate Control” includes Persona’s network services within the Persona data center which extends to, includes and terminates at the Internet Service Provider (“ISP”) circuit termination point on the router in Persona's data center (i.e., public Internet connectivity).
Specifically excluded from the definition of “Immediate Control” are the following:
Equipment, data, materials, software, hardware, services and/or facilities provided by or on behalf of Customer and Customer’s network services which allow the Customer to access the Persona Services. These components are controlled by the Customer and their performance or failure to perform can impair or disrupt Customer’s connections to the Internet and the transmission of data.
Equipment, data, advertisements, materials, software, hardware, services and/or facilities provided by third party vendors or service providers of Customer.
Acts or omissions of Customers, its employees, contractors, agents or representatives, third party vendors or service providers of Customer or anyone gaining access to Persona’s network at the request of Customer.
Issues outside of Persona’s reasonable control arising from bugs or other problems in the software, firmware or hardware of third parties.
Issues arising from Customer exceeding usage rate limits.
Delays or failures due to circumstances beyond Persona’s reasonable control that could not be avoided by its exercise of due care.
Any outage, network unavailability or downtimes outside the Persona data center.
Availability Calculation: Availability is based on a weekly 7 day x 24 hour calculation. The calculation will be as follows: ((a – b) / a) x 100 , where “a” is the total number of hours in a given calendar month, and “b” is the total number of hours that service is not Available in a given month. Specifically excluded from “b” in the calculation of the Availability measurement are (1) a service interruption caused by a security threat until such time as the security threat has been eliminated; (2) reasons of a force majeure event or events which are outside Persona’s Immediate Control as defined above; (3) use of unapproved or modified hardware or software by or on behalf of Customer; (4) issues arising from misuse of the Persona Services by Customer or its agents, customers or third party contractors; and/or (5) service interruption caused by Scheduled Maintenance as described below.
Scheduled Maintenance: Persona will provide Customer with at least 48 hours advance notice, unless otherwise agreed by Customer, via email of all scheduled maintenance activities.
Remedies: The remedies stated in this Section are the Customer’s sole and exclusive remedies and Persona’s sole and exclusive obligations for service interruption. In the event that Persona is unable to provide the Availability objective noted below in any given calendar month, Customer will receive a credit on their next monthly invoice equal to the corresponding percentage noted below of one (1) month’s fees for the affected Persona Services for the month in which the Availability objective was not obtained, which will not exceed 15% of the fees due to Persona for that calendar month.
Customer’s right to receive credit(s) (“Service Credits”) will be Customer’s exclusive remedy for Persona’s failure to satisfy this Service Level Agreement. Remedies will not accrue (i.e., no Service Credits will be issued and an outage will not be considered unavailability for purposes of this Service Level Agreement) if Customer is not current in its payment obligations either when the outage occurs or when the credit would otherwise be issued. To receive Service Credits, Customer must submit a written request, within fifteen (15) days after the end of the month in which the Persona Services was unavailable, or Customer’s right to receive Service Credits with respect to such unavailability will be waived. Where a force majeure event prevents full Availability for more than twenty (20) consecutive days in any six (6) month period, Customer’s sole remedy is to terminate the Agreement on thirty (30) day’s written notice to Persona. In such case, neither Party will be liable for penalties or damages arising out of a failure to perform under this Schedule.