Jacada Service Level Agreement (“SLA”)
This Jacada Service Levels Agreement (“SLA”) governs the use of the Jacada Program under the terms of the JACADA SAAS SUBSCRIPTION AGREEMENT (the “Terms”) between Jacada and Customer as defined therein. This SLA applies separately to each Account using the Program. Unless otherwise provided herein, this SLA is subject to the Terms and capitalized terms will have the meaning specified in the Terms. Jacada reserves the right to change the terms of this SLA in accordance with the Terms.
1. Availability. For the Term of the Agreement, Jacada will use commercially reasonable efforts to ensure that the Program is available for access and use in accordance with the Jacada Subscription Agreement (the “Service”) at a monthly Uptime Percentage (defined below) of at least 99.9%, as measured over any calendar month. In the event Jacada does not meet the goal of 99.9% availability in a given calendar month, Customer will be eligible to receive a Service Credit as described below.
2.Definitions. All capitalized terms used in this SLA without definition shall have the meaning ascribed to them in Jacada SaaS Subscription Agreement. In addition, the following definitions shall apply to this SLA:
(i) “Downtime” means the total time within a Measured Period during which the relevant Service is inoperable or inaccessible, excluding SLA Exclusions during such Measured Period.
(ii)“Measured Period” means the total number of minutes in the calendar month.
(iii) “Scheduled Maintenance” means any Downtime (a) of which Customer is notified at least three (3) days in advance, or (b) during a standard maintenance window, as published by Jacada from time to time. In either of the foregoing two situations, Jacada will use commercially reasonable efforts to ensure that the Scheduled Maintenance falls between the hours of Friday 19:00 PM and Monday 07:00 AM US Eastern time.
(iv) “Service Credit” is a Dollar credit, calculated as set forth below, that Jacada may credit back to an eligible Customer Account.
(v) “Uptime” means the total period in minutes during which the Program is available for access and use during a Measured Period.
(vi) “Uptime Percentage” means Uptime expressed as a percentage, calculated in accordance with the following formula:
Uptime Percentage = X / (Y – Z) × 100
Z=The duration (in minutes) of any SLA Exclusions during the applicable Measured Period
3. For a calendar month where the Uptime Percentage is lower than 99.9%, Jacada, at its sole discretion after confirming the nature and accuracy of the Downtime, will credit Customer’s Account for 10% of that month’s Subscription Fees.
4. To apply for a Service Credit, the Customer must submit a ticket via the Account Portal within 30 days of the month in which the Downtime occurred. The ticket must include (i) “SLA Claim” as the subject of the ticket; (ii) the dates and times of the Downtime for which Customer is requesting credit; and (iii) any applicable information that documents the claimed outage. Service Credit shall be issued to Customer’s balance for future use only. No refunds or cash value will be provided. Service Credits may not be transferred or applied to any other Account. Service Credits shall be Customer’s sole and exclusive remedy for any unavailability or non-performance of the Jacada Program.
5. SLA Exclusions. Jacada’s obligations hereunder are based on and subject to the Customer: (i) complying with the terms and conditions of the Agreement, including this SLA; (ii) complying with Jacada’s instructions, if any, for performing any corrective action; and (iii) maintaining the connectivity (with acceptable bandwidth) of the Customer’s workstations to the main Internet, as well as creating and maintaining firewall definitions and opening required ports that permit access to the Program. The following shall not be considered within the definition or calculation of Downtime: (i) Scheduled Maintenance; (ii) backups of the Program; (iii) Program unavailability that is attributable to: (a) causes beyond Jacada’s reasonable control, such as a force majeure event, or the performance of any third party hosting provider or communications or internet service provider; (b) Customer’s failure to perform any obligation under the Agreement that affects the performance of the Program; (c) any actions or omissions of the Customer or any third party acting on its behalf; and/or (d) Customer’s or any third party’s equipment or software; (iv) Program unavailability caused by the suspension and termination of Customer’s right to use the Program in accordance with the Agreement; each (each an “SLA Exclusion”).