This Service Level Agreement (‘SLA”) is the Service Level Agreement referred to in the YouGen Software LLC Conditions of Use between Yougen Software LLC (referred to as “YouGen” in this SLA) and the Customer identified on the Registration Process.
The defined terms in the Conditions of Use shall apply to this SLA.
YouGen shall provide Software Services as follows:
Availability: Each calendar month, Software Services shall be available to the Customer at least 99% of the time. Availability is calculated as the total actual available minutes divided by total possible uptime minutes (less the permitted downtime described in clause 2 below) in a calendar month.
Permitted Downtime: Total possible uptime minutes does not include downtime minutes:
(i) required in order to perform the maintenance services described in clause 4 below;
(ii) Customer-caused or third party-caused outages or disruptions;
(iii) as a result of outages, disruptions or emergency maintenance attributable in whole or in part to force
majeure events within the meaning of clause 5.
Non-availability: Software Services are not available when the Software Services, or a substantial part or essential feature thereof, are non-operational. It is expressly noted that the inability for one or more Authorized Users to access the Software Services shall not be regarded as downtime, unless the inability is due to the Software Services, or a substantial part or essential feature thereof, being non-operational.
Maintenance Services: Each Sunday night between 1:00AM and 2:00AM (Eastern), Software Services may be unavailable in order for YouGen to perform back-up, support, maintenance and upgrades of the software. YouGen shall strive to schedule all service and maintenance activities during the said maintenance window.
Force Majeure: Software Services may be unavailable in situations involving causes beyond YouGen's reasonable control such as security threat, virus alert, service attack, power outages or other outages related to third parties. In such circumstances, YouGen may perform emergency maintenance and will notify Authorized Users (to the extent possible) by telephone or e-mail promptly upon YouGen receiving knowledge of such event. YouGen will inform Authorized Users of the threat or problem, the response actions undertaken or proposed to be taken by YouGen to react to such threat or problem, the estimated duration of the downtime (if known), as well as any recommended actions to be taken by Authorized Users to minimize the impact of the threat or problem and/or identify and repair the problems caused by threat or problem.
To the extent that any situation referred to in this Section 5 is the result of or arise from any condition, circumstance or event caused by or under the control of the Customer or any third party providing products or services to Customer, Customer shall use its best efforts to (and/or to cause its provider(s) to) eliminate or mitigate to the greatest extent possible such conditions, circumstances or events.
Informing YouGen: Any problems relating to Software Services shall be notified by the Customer to YouGen using the following service e-mail address: email@example.com.
Remedy: If Software Services are not available to the Customer as stated in this SLA for two consecutive calendar weeks, the Customer shall be entitled to terminate the End User License Agreement. Termination shall be the Customer’s sole remedy, including financial remedy, for a failure by YouGen to meet the availability commitments in this SLA.