Service Level Agreement
This Service Level Agreement ("SLA") between Flip to, Inc. ("Flip.to", "us" or "we") and users of the Flip.to Platform ("you") governs the use of the Flip.to Platform under the provisions of the Flip.to Master Subscription Agreement ("MSA").
Unless otherwise provided herein, this SLA is subject to the provisions of the MSA. Capitalized words and phrases have the meaning specified in the MSA. We reserve the right to change the terms of this SLA in accordance with the MSA.
1. Service Commitment: 99.5% Uptime
Flip.to will use commercially reasonable efforts to make the Platform available with a Monthly Uptime Percentage of at least 99.5% 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.
A Monthly Uptime Percentage of 99.5% means that we guarantee you will experience no more than 3.6 hr/month of Unavailability.
2. Definitions
"Platform" means your Flip.to Platform features, services and integrations.
"Maintenance" means scheduled Unavailability of the Platform, as announced by us prior to the Platform becoming Unavailable.
"Monthly Uptime Percentage" is calculated by subtracting from 100% the percentage of minutes during the month in which the Platform was 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.
"Unavailable" and "Unavailability" is when the Platform is inaccessible or unresponsive, with no external connectivity as confirmed by our monitoring
3. Service Commitments and Service Credits
Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments, e.g. for training, etc.) for the monthly billing cycle in which the Unavailability occurred in accordance with the schedule below:
For Monthly Uptime Percentage less than 99.5% but equal to or greater than 98.5%, you will be eligible for a 10% Service Credit of the applicable monthly billing charge.
For Monthly Uptime Percentage less than 98.5%, you will be eligible for a 30% Service Credit of the applicable monthly billing charge.
We will apply any Service Credits only against future payments for the Platform otherwise due from you. At our discretion, we may issue a Service Credit to the credit card, or other payment method, 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 Flip.to. 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.
4. Sole Remedy
Unless otherwise provided in the MSA, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the Platform is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.
5. Credit Request and Payment Procedures
In order for Flip.to to consider a claim, you must submit the claim to customer support at Flip.to within one month of the end of the billing month in which the Incident that is the subject of the claim occurred.
The claim must include all information necessary for Flip.to to validate the claim, including but not limited to: (i) a detailed description of the Incident; (ii) information regarding the time and duration of the Unavailability; (iii) the number and location(s) of affected users (if applicable); and (iv) descriptions of your attempts to resolve the Incident at the time of occurrence.
We will evaluate all information reasonably available to us and make a good faith determination of whether a Service Credit is owed. 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.
In order to qualify for a Service Credit, you must be in good standing as it relates to the payment terms in the MSA, and have had no late payment for 90 days preceding the Incident.
6. SLA Exclusions
The Service Commitment does not apply to any unavailability, suspension or termination of the Platform, or any other Platform performance issues:
That result from a suspension or Remedial Action, as described in the MSA;
Caused by factors outside of our reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the Flip.to network;
That result from disrupting or removing any Platform integrations, including site code, analytic tags, or other;
That result from any actions or inactions of you or any third party;
That result from the equipment, software or other technology of you or any third party (other than third party equipment within our direct control);
That result from failures of Platform not attributable to Unavailability; or
That result 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.
Effective as of May 1, 2024
Last updated