Service Level Agreement

This BIAS Software Service Level Agreement (“SLA”) between BIAS Software, Inc. (“BIAS Software”, “us” or “we”) and users of the BIAS Software Services (“you”) governs the use of the BIAS Software Managed Services under the provisions of the BIAS Software Master Subscription Agreement (the “Terms”).

This SLA applies separately to each of your Dedicated Environments, as defined in the Terms.

Unless otherwise provided herein, this SLA is subject to the provisions of the Terms. Capitalized words and phrases have the meaning specified in the Terms. We reserve the right to change the terms of this SLA in accordance with the Terms.

  1. Service Commitment: 99.95% Uptime

BIAS Software will use commercially reasonable efforts to make the BIAS Software Managed Services available with a Annual Uptime Percentage of at least 99.95% during any Annual billing cycle (the “Service Commitment”). Subject to the BIAS Software SLA Exclusions, if we do not meet the Service Commitment, you will be eligible to receive a Service Credit.

An Annual Uptime Percentage of 99.95% means that we guarantee you will experience no more than 258.72 min/year of Unavailability.

  1. Definitions

“BIAS Software Managed Services” mean your apps and databases running on BIAS Software in Dedicated Environments.

“Maintenance” means scheduled Unavailability of the Managed Services, as announced by us prior to the Managed Services becoming Unavailable.

“Annual Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the year in which the BIAS Software Managed Services were Unavailable. Annual Uptime Percentage measurements exclude downtime resulting directly or indirectly from any BIAS Software SLA Exclusion.

“Service Credit” means a credit denominated in US dollars, calculated as set forth below, that we may credit back to an eligible account.

“Unavailable” and “Unavailability” mean, for app services and databases, when your service or database is not running or not reachable due to BIAS Software’s fault.

  1. Service Commitments and Service Credits

Service Credits are calculated as a percentage of the total charges due on your BIAS invoice for the Annual billing cycle in which the Unavailability occurred, applied proportionally to the Services that were Unavailable, in accordance with the schedule below:

  • For Annual Uptime Percentage less than 99.95% but equal to or greater than 99.0%, you will be eligible for a Service Credit of 10% of the charges attributable to the affected resources
  • For Annual Uptime Percentage less than 99.0%, you will be eligible for a Service Credit of 30% of the charges attributable to the affected resources

For example, if your BIAS Managed Service is Unavailable for 300 minutes, you would be eligible for a Service Credit for 10% of that container’s usage for the year.

We will apply any Service Credits only against future payments for the Services otherwise due from you. At our discretion, we may issue the Service Credit to the payment you used to pay for the billing cycle in which the Unavailability occurred. Service Credits will not entitle you to any refund or other payment from BIAS Software. A Service Credit will be applicable and issued only if the credit amount for the applicable Annual billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account.

  1. Sole Remedy

Unless otherwise provided in the Terms, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the BIAS Software Managed Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

  1. Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by emailing support@BIASSoftware.com. To be eligible, the credit request must be received within 30 days by the beginning of the second billing cycle after which the incident occurred and must include:

  • the words “SLA Credit Request” in the subject line;
  • the dates and times of each Unavailability incident that you are claiming;
  • the account handle(s); and
  • logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

If the Annual Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the year in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

  1. BIAS Software SLA Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of the BIAS Software Managed Services, or any other BIAS Software Managed Service performance issue:

  1. That results from a suspension or Remedial Action, as described in the Terms;
  2. Caused by factors outside of our reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the BIAS Software network;
  3. That results from any actions or inactions of you or any third party;
  4. That results from the equipment, software or other technology of you or any third party (other than third party equipment within our direct control);
  5. That results from failures of BIAS Software Managed Services not attributable to Unavailability; or
  6. That results from any Maintenance.

If availability is impacted by factors other than those used in our Annual Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.