Service Level Agreement
Date: February 2022
This Service Level Agreement (“SLA”) between Prosperas (“Prosperas”, “us” or “we”) and users of the Prosperas (“you”) governs the use of the Prosperas under the provisions of the Prosperas Terms of Service (the “Terms”).
Unless otherwise provided herein, this SLA is subject to the provisions of the Terms.
I. Prosperas Service Commitment: 99.9% Uptime
Prosperas will use commercially reasonable efforts to make your Prosperas available with a Monthly Uptime Percentage of at least 99.9% during any monthly billing cycle (the “Service Commitment”). Subject to the SLA Exclusions, if we do not meet the Service Commitment, you will be eligible to receive a Service Credit.
Availability is calculated based on the following formula:
A = (T – M – D) / (T – M) x 100%
A = Availability
T = Total Monthly Minutes
M = Scheduled Downtime
D = Downtime
“Error(s)” means a reproducible defect, problem, logical error or bug in the Prosperas that constitutes a failure to comply materially with the applicable Documentation or specification.
“Maintenance” means Scheduled Unavailability of the Prosperas, as announced by us prior to the Services becoming Unavailable.
“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Prosperas were Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any 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.
“Prosperas” means the Prosperas Software and/or the Prosperas SaaS Services. The Prosperas Software is typically delivered as either (1) an operating system specific SDK that is integrated into Customer’s mobile application or (2) Prosperas’s mobile application. The Prosperas SaaS Services are provided as a secure web-based API.
“Unavailable” and “Unavailability” mean, when the Prosperas are not running or not reachable due to Prosperas’s fault.
“Update” means any code in any form, provided by Prosperas, where such code is a bug fix, patch, error correction, or minor functionality additions or changes to the Prosperas, as identified by a change in the version number to the right of the decimal point.
“Upgrade” means any code in any form, related to the Prosperas, where such code provides substantial added functionality or enhancements, as identified by a change in the version number to the left of the decimal point.
The table below sets forth the methodology utilized by Prosperas in triaging, evaluating, and addressing Customer and User problems related to the functionality of the Prosperas. Classification will be determined at Prosperas’s sole discretion based on a variety of factors, including input obtained from the Customer and User.
IV. RESPONSE EXPECTATIONS
In the event that Customer believes there is an Error in the Prosperas Software and/or Prosperas SaaS Services, Customer will communicate a reasonable description of the Error to Prosperas’s support team. Prosperas will acknowledge the notice with a ticket number (“ticket”) and assign appropriate resources to respond to the report as specified in the above response expectation table.
The following response table specifies response targets that will be assigned to a Customer reported Error, based on the severity classification assigned to the report. Prosperas will use commercially reasonable efforts to respond to Customer reported Errors in the estimated time frames set forth below.
Customer may contact Prosperas support by sending a detailed email to firstname.lastname@example.org.
Customer may document and report all suspected Errors in the Prosperas to Prosperas and must be available to participate with Prosperas in its investigation. Prosperas will acknowledge the notice with a ticket number and make commercially reasonable efforts to assign appropriate resources to resolve the problem or provide a workaround. Customer can use their ticket number to track the status of any confirmed Error or malfunction in the Prosperas. In the event that a confirmed Error is discovered in the Prosperas, Customer must provide a reasonable description of the Error to Prosperas’s support team so that Prosperas may classify the Error accordingly. Failure of Customer to respond to Prosperas requests for a period of five business days may result in the support ticket being closed. Customer may create a new ticket at any time.
Support Services do not include on-site support, system design and consulting (redesigning, reprogramming, or reconfiguring Customer’s network or software), software development, project management, facility management, user training, or support for incompatible products or third-party suppliers’ products.
V. Service Commitments and Service Credits
Service Credits are calculated as a percentage of the total charges due on your Prosperas invoice for the monthly billing cycle in which the Unavailability occurred, applied proportionally to the Services that were Unavailable, in accordance with the Schedule below:
For Monthly Uptime Percentage less than 99.9% 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 Monthly Uptime Percentage less than 99.0%, you will be eligible for a Service Credit of 30% of the charges attributable to the affected resources.
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 credit card 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 Prosperas. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account.
As part of basic Maintenance and Support Services, Prosperas will provide Customer access to all generally available Updates and Upgrades to the Prosperas Software and/or Prosperas SaaS Services that are released during the Support Term. Prosperas will provide to Customer copies of all Updates, Upgrades and related documentation when Prosperas makes such Updates and Upgrades generally commercially available to licensees of the Prosperas Software and/or Prosperas SaaS Services under Maintenance and Support Services. Customer is responsible for making such Updates and Upgrades available to its Users.
VII. 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 Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.
VIII. Credit Request and Payment Procedures
To receive a Service Credit, you must submit a claim by emailing email@example.com. To be eligible, the credit request must be received by us by the end 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 Monthly 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 month 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.
IX. SLA Exclusions
The Service Commitment does not apply to any Unavailability:
Caused by factors outside of our reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the Prosperas network;
That results from any actions or inactions of you or any third party;
That results from the equipment, software or other technology of you or any third party (other than third party equipment within our direct control);
Caused by Customer’s failure to implement corrections, bug fixes, Updates or Upgrades supplied by Prosperas which would correct the Error and were previously supplied to Customer by Prosperas
Caused by modifications to the Prosperas made by or on behalf of Customer, or to any modifications made by any third party without Prosperas’s express written authorization
That results from any Maintenance.
If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.