This service level agreement (“SLA”) is hereby made part of the Agency Terms of Service (“TOS”) between CLIENT and SOLUENCY, INC. In the event of any conflict between this agreement (“Agreement”) and the TOS, the TOS shall control. SOLUENCY is a world leader in agency-based web-hosting services (“Services”). We are committed to providing you with a reliable, high-quality Services together with world class support. As part of this commitment, SOLUENCY is pleased to offer eligible customers the following Service Guarantees. CLIENT, or its representatives, must cooperate with SOLUENCY in the account initiation process, including the true and accurate account registration containing true and accurate detailed account information and progressive contact listings where applicable. Changes in an order made by or on behalf of CLIENT or the occurrence of events outside the reasonable control of SOLUENCY, such as those listed in Force Majeure, may result in failures or delays for which SOLUENCY is not responsible hereunder.
Agency Hosting VPS Node Availability Guarantee SOLUENCY guarantees 99.9% VPS Node Availability measured as described below. VPS Availability is calculated based upon both log-in access and DNS access to the VPS.
Network Availability Guarantee SOLUENCY's guarantees 99.9% Soluency Network Availability as measured below. Network Availability includes both incoming and outgoing bandwidth and is calculated based upon the level of connectivity to your VPS. SOLUENCY monitors Network availability on a 24-hour basis.
Service Credit Guarantee Subject to the limitations set forth elsewhere herein, in the event of any performance failure at a level above that set forth in the Guarantees above, CLIENT's account shall be credited with service credits for the service in question in an amount equal to 5% of the next monthly renewal (pro rata for annual plans) for each full hour of downtime in excess of the Service Availability guarantees.
“Force Majeure” means acts beyond the reasonable control of SOLUENCY, including, but not limited to, acts of God, fire, explosion, vandalism, natural disasters, earthquakes, storm or other similar occurrence, any law, order, regulation, direction, action or request of the United States Government or state or local governments, or of any department, agency, commission, court, bureau, corporation or other instrumentality of any one or more said governments, or of any civil or military authority, national emergencies, insurrections, riots, wars, strikes, lock-outs, or work stoppages, or other labor difficulties, supplier failures, shortages, breaches or delays.
SOLUENCY Network” means the telecommunications/data communications network and network components owned, operated or controlled by SOLUENCY. SOLUENCY Network does not include customer premises equipment, or any networks or network equipment not operated and controlled by SOLUENCY.
“Network Availability” consists of the number of minutes that the SOLUENCY Network is available to CLIENT and does not include Scheduled Maintenance, or any unavailability resulting from: (a) problems with or maintenance on CLIENT's applications, equipment, or facilities; (b) acts or omissions of CLIENT or an authorized user; (c) unavailability caused by companies other than SOLUENCY; or (d) Force Majeure.
“VPS Node Availability” consists of the number of minutes that your SOLUENCY VPS is available to CLIENT and does not include any number of minutes that SOLUENCY VPS was unavailable associated with any Scheduled Maintenance to the VPS. VPS Availability does not include time related to the replacement of failed components. VPS Availability does not include Scheduled Maintenance, or any unavailability resulting from: (a) problems with or maintenance on CLIENT's applications, equipment, or facilities; (b) acts or omissions of CLIENT or an authorized user; (c) unavailability caused by companies other than SOLUENCY; or (d) Force Majeure.
“Scheduled Maintenance” shall mean any maintenance of SOLUENCY Network (or portion thereof) to which CLIENT's VPS is connected which is performed during a standard maintenance window from 12:00AM to 6:00AM (location local time). Customers will be notified of such Scheduled Maintenance a minimum of 2 days prior to the commencement any Scheduled Maintenance.
“Virtual Private Server” (“VPS”) is a method of splitting a server such that it functions much like a dedicated server environment without requiring the space or computing power of an entire server. Each virtual server can run its own full-fledged operating system, and each server can be independently rebooted.
CLIENT may make a request for Service Credit at any time during the Agreement as long as CLIENT'S Account with SOLUENCY is in Good Standing. In the event of the submission of any such request, CLIENT will be notified via email upon resolution of the request. If rejected, the notification will specify the basis for rejection. If approved, SOLUENCY will issue Service Credit to CLIENT's account, to appear on the next invoice issued. Multiple Service Credits will not be given for the same period of time, i.e. failure to meet multiple criteria during a period of time generates only a single Service Credit. The total number of Service Credits for problems occurring in a month may not exceed the Monthly Recurring charge actually paid by CLIENT for service during that period. Service Credits will be credited against a CLIENT's periodic billing for Recurring Charges only and will not be granted in the form of a refund.
The Guarantees and Service Credits provided for in this Service Level Agreement assume full compliance by CLIENT with the terms and conditions of the TOS and this SLA. Any failure of CLIENT to comply with the TOS or this SLA may invalidate SOLUENCY's guarantees provided herein. No credit is available for a CLIENT (a) that takes any action to prevent SOLUENCY from monitoring CLIENT's equipment; (b) that does not provide the necessary access to personnel to enable SOLUENCY to perform comprehensive troubleshooting; or (c) whose account is not in good financial standing with SOLUENCY. SOLUENCY is not liable for failure to fulfill its obligations hereunder if such failure is due to (a) CLIENT's use of bandwidth in excess of the amount specified in the TOS and corresponding plan descriptions, (b) CLIENT's action or inaction leading to any failure guaranteed hereunder or (c) acts beyond SOLUENCY's reasonable control. Service Credits are non-assignable and non-transferrable outside of the CLIENT and the account under which they were earned. This Service Level Agreement is not binding upon SOLUENCY as part of CLIENT's contract unless it has been approved by SOLUENCY prior to the submission of any claim made hereunder.