|1. CATEGORIZATION OF ERRORS AND DEFINITIONS
|WEBHELPS categorizes all service level disruptions experienced by Customers according to their severity and its impact on Customer operations. For the purposes of this Agreement, the following terms will have the following meanings:
- 99.9% Critical Services Uptime Guarantee means that WebHelps guarantees that Down Time with respect to the Critical Services shall not exceed one tenth of a percent (0.1%) of the time during a one (1) month period, beginning on the first day of each calendar month.
- Affected Critical Services Amount means an amount equal to the amount that Customer paid to WebHelps for Critical Services that were unavailable as a result of Down Time during the month in which Down Time occured.
- Critical Services means the email, instant messaging, email list, and discussion forum services.
- Critical Fault means an emergency condition causing a critical impact to the WebHelps System whereby at least 20% of Customers cannot use the Critical Services.
- Down Time means periods of time that the Critical Services are not functional and available to Customers and does not include any period of time during which services are not functional or available as a result of:
Emergency System Maintenance means unscheduled Maintenance performed outside of Maintenance Windows in order to keep the WebHelps System and Services functioning in accordance with appropriate service levels.
Maintenance means the data backups, computer hardware maintenance, network hardware maintenance, installation of software updates and fixes as supplied by the software developers and manufacturers of the applications and computer and network hardware used by WebHelps, and any such other tasks as required to operate the WebHelps System or Services in accordance with WebHelps’ requirements and obligations in this Agreement.
Maintenance Windows mean historically determined periods of minimal overall activity on the WebHelps System, chosen to least impact Customers.
Minor Fault means any service problem which affects at least 20% of Customers and includes a system problem that can be easily avoided or circumvented by Customers and is not critical to the use of the WebHelps System or Services.
Non-Critical Major Fault means a failure of a component of the WebHelps System which prevents at least 20% of Customers from making changes to the services to which they are subscribed.
Permitted Scheduled Maintenance means Maintenance provided during times for which advance notice has been provided.
- Emergency System Maintenance or Scheduled Maintenance performed by WebHelps;
- third party intrusions, including without limitation denial of service or similar attacks;
- downtime resulting from misuse by Customers
- errors or non-performance of third-party software; or
- any event that is not within WebHelps’ control.
|2. SERVICE LEVELS, CREDITS AND REMEDIES
|WEBHELPS shall use commercially reasonable efforts to provide all Services in accordance with the following service levels, subject to Section 3 below:
- SERVICE UPTIME. WebHelps' target uptime for the Service is 99.9% of the time in every calendar month and WebHelps provides Customers with a 99.9% Critical Services Uptime Guarantee as defined herein. If WebHelps fails to meet the 99.9% Critical Services Uptime Guarantee, Customers will be entitled to receive a credit against future subscription fees owed in accordance with the Service Level Credit Table below if:
Such credits will be deducted from future amounts otherwise payable by Customer to WebHelps.
- Customer applies for the credit within thirty (30) days of the last day of the month in which the 99.9% Critical Services Uptime Guarantee was not met, and
- at least 20% of Customers were affected.
- In addition, WebHelps shall:
WebHelps shall determine, in its sole discretion, what constitutes a Major Fault, Non-Critical Major Fault, and Minor Fault under the terms of this Agreement.
- remedy all Critical Faults within forty-eight (48) business hours of the report of such failure by Customer. If WebHelps is unable to correct the Critical Faults within seven (7) business days of being notified by Customer, Customer shall have the right to receive a 100% refund of the current month’s fees;
- use commercially reasonable efforts to remedy all Non-Critical Major Faults within five (5) business days of being notified by Customer of the failure; and
- use commercially reasonable efforts to remedy all Minor Faults within fourteen (14) business days of being notified by Customer of the failure.
|3. SERVICE LEVEL DISCLAIMER
- Customer acknowledges that WebHelps does not control the Internet; accordingly, the test environment for the purpose of determining compliance shall be the WebHelps network
- WebHelps’ employees shall be responsible for problem investigation and will provide a written response to Customer explaining the results of their investigation. In the event there is a dispute of findings, WebHelps reserves the right to make the final decision on whether a credit will be provided to Customer.
- Customer acknowledges that although WebHelps will use all commercially reasonable efforts in its development process to avoid programming errors, it does not represent or warrant that the operation of the WebHelps System or Services will be error-free or that the operation of the WebHelps System or Services will not be interrupted by reason of defect therein. WebHelps shall, however, during the term of this Agreement, make reasonable efforts to correct defects and make modifications which are necessary to cause the WebHelps System or the Services to conform to the performance specifications set out herein.
|4. MAINTENANCE, REPAIR, and TROUBLESHOOTING
- WebHelps’ Obligations:
- WebHelps shall use commercially reasonable efforts to:
- provide Emergency System Maintenance, Scheduled Maintenance, or Repairs, when and where required;
- if possible, provide notice prior to performing Emergency System Maintenance or Repairs;
- initially respond to any request from Customer for Emergency Maintenance Services or Repairs within two (2) hours of receipt of such request; and
- supply Customer with all updates, improvements, modifications or enhancements to the Service related to said maintenance or repair services, without charge.
- Notwithstanding any other provision in this Agreement to the contrary, WebHelps reserves the right, in its discretion, to perform any Emergency System Maintenance and Repairs when necessary.
- Customer’s Obligations:
- Customer understands and acknowledges that in order for WebHelps to perform Maintenance and Repairs, Customer shall:
- provide WebHelps with an up-to-date contact email address where WebHelps can send notifications regarding Maintenance and Repair Service to Customer;
- cooperate fully with the reasonable requests of WebHelps for information necessary to provide Maintenance and Repairs;
- provide WebHelps with all information and assistance reasonably required by WebHelps to detect, reproduce and correct problems; and
- complete proper problem investigation procedures (i.e. troubleshooting) as specified by WebHelps, and perform such procedures and take such remedial actions as WebHelps may reasonably request.
|5. APPLYING FOR CREDIT
|Customers must submit a Help Ticket to apply for a credit under the 99.9% Critical Services Uptime Guarantee (see section 2 above) that includes the following information:
- The Critical Service for which the Uptime Guarantee was not met; and
- The total hours of the preceding calendar month in which the customer experienced Down Time of the Critical Service, itemized on a per day basis, showing the date and the specific hours the Critical Service was unavailable.