NGS Service Level Agreement
Updated April 11, 2022
This Service Level Agreement (the “SLA”) sets forth the service level availability commitment for the services (the “Service”) pursuant to the Enterprise Terms or Agreement between Synadia Communications, Inc. and Customer (collectively or individually, the “Agreement”). Unless otherwise provided herein, this SLA is subject to the terms of the Agreement and capitalized terms will have the meaning specified in the Agreement.
SUMMARYAs further described below, Synadia will use commercially reasonable efforts to (i) provide Customer with 99.9% availability to the Service (the “Service Availability”), and (ii) provide standard support to Customer.
AVAILABILITYIf the Service becomes substantially unavailable to Customer due to defects with the Service, Synadia will respond to Customer (i) within eight (8) hours from Customer’s notification to Synadia of such unavailability, if during normal business hours (Monday-Friday, 8:00am – 6:00pm Pacific), or (ii) within eight (8) hours of the start of the next business day, if outside of normal business hours.
EXCLUSIONSThe Service Availability will be measured on a monthly basis, with all hours weighted equally, but the Service Availability measurement will exclude reasonable scheduled downtime for system maintenance as well as any downtime or performance issues resulting from third party connections, services or utilities or other reason beyond Synadia’s control (including without limitation, acts of God, acts of government, flood, fire, pandemic, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Synadia employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Synadia’s possession or reasonable control, and denial of service attacks) or any downtime resulting Customer’s negligence or willful misconduct, which may include failure to follow agreed-upon procedures, Customer’s failure to provide information required by Synadia to provision the Service, Customer-controlled actions and/or environment or other failures or shortcomings not within Synadia’s control; Customer’s violation of the Agreement; failure by Customer to take any remedial action in relation to the Services as recommended by Synadia, or otherwise preventing Synadia from doing so.
SERVICE CREDITIf the Service is unavailable to Customer due to defects with the Service beyond the Service Availability metric, then, as Customer’s sole and exclusive remedy (and Synadia’s sole liability), Synadia will provide Customer a Credit for the subsequent Service billing cycle as follows:
|Monthly Service Availability||Service Credit|
|97.5% – 99.8%||5%|
|95% - 97.5%||10%|
“Credit” shall mean the percentage of monthly Service Fees credited to Customer’s Service bills in accordance with the process below. In order to receive downtime Credit, Customer must notify Synadia support within seventy-two (72) hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime Credit. All Credits provided hereunder are nonrefundable and may only be used toward future billing charges. If Customer elects not to renew the Agreement, such that the above Credit cannot be applied, Customer will have the option to receive up to one free month of Service as its sole remedy in lieu of such Credit.