The following defined terms apply to this SLA. Refer to IDT Terms of Service, Master Sales Agreement for definition of terms that aren’t defined below. (“Agreement”).
(a) “Actual Monthly Uptime Value” = (A-B+C)/A , where:
A = Total Monthly Time (defined below);
B = Unavailable Monthly Time (defined below); and
C = Excluded Monthly Times (defined below).
(b) “Monthly Uptime Percentage Threshold” means the percentage listed in the table below under the heading, “Monthly Uptime Percentage Threshold.”
(c) “Service Credit” means the dollar credit that IDT will credit to a Customer’s eligible account if the Actual Monthly Uptime Value is less than the Monthly Uptime Percentage Threshold, and which is calculated by multiplying the Service Credit percentage listed in the table below by Customer’s usage fees with respect to the IDT Services,, in the applicable calendar month.
(d) “Total Monthly Time” means the total number of minutes in the applicable calendar month.
(e) “Unavailable Monthly Time” means the number of minutes in the applicable calendar month during which the IDT network for the IDT Services was unavailable for use.
Monthly Uptime Value Percentage Threshold | Service Credit | |
“Services” as defined in the Agreement | 99.99% | 10% credit |
(a) If, during any month throughout the Term, the Actual Monthly Uptime Value falls below the Monthly Uptime Percentage Threshold, then Customer will be eligible to receive a Service Credit, subject to Customer’s compliance with Section 3 below. The Customer shall have the right, exercisable no more than once per calendar month during the Term, to request a report indicating the Actual Monthly Uptime Value.
(b) In addition, if the Actual Monthly Uptime Value under this SLA drops below 99% (“SLA Material Breach”), Customer will be entitled to terminate the Subscription Term with immediate effect upon written notice to IDT.
To receive a Service Credit for the IDT Services, Customer must submit a request to IDT via email to byocfinance@idt.net , within thirty (30) days from the last day of the calendar month in which Customer claims IDT failed to meet or exceed the Monthly Uptime Percentage Threshold. All submissions must include: (i) “SLA Claim” as the subject of the email; (ii) the dates and times of Unavailable Monthly Time; and (iii) any documentation of the applicable outage. Each Service Credit will be applied to future amounts payable by the Customer to IDT for the IDT Services. No refunds or cash value will be given. All SLA claims will be verified against IDT’s measurements of the service.
Notwithstanding any provision in this Agreement to the contrary, no Unavailable Monthly Time will be deemed to have occurred if downtime: (i) is caused by factors outside of IDT’s reasonable control, including, without limitation, telecommunications provider-related problems or issues, Internet access or related problems occurring beyond the point in the network where IDT maintains access and control over the Services; (ii) results from any actions or inactions of Customer or any third party (except for IDT’s agents and subcontractors); (iii) results from the Customer Applications, Customer’s equipment, software or other technology, Add-on services, or third party equipment, software or other technology (except for equipment within IDT’s direct control); (iv) occurs during IDTs scheduled maintenance for which IDT will provide at least twenty-four (24) hours prior notice; (v) occurs during IDT’s emergency maintenance (maintenance that is necessary for purposes of maintaining the integrity or operation of the Services), regardless of the notice provided by IDT; or (vi) results from any alpha, beta, developer preview, development test bed environments, descriptions of similar import or not otherwise generally available IDT features or products; or (vii) periods of Unavailable Monthly Time that are less than five (5) minutes of continuous unavailability in duration (collectively, the “Excluded Monthly Times”).
With respect to any failure of IDT to meet the Monthly Uptime Percentage Threshold or Successful Connection Rate, as applicable, this Exhibit states IDT’s sole and entire liability to Customer and Customer’s sole remedy.
