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Last Updated: March 25, 2022.
Previous versions of this Service Level Agreement are available here.
This Service Level Agreement applies when it is referred to in Service Terms (or a Services Agreement entered into by You and Athennian) that apply to an Order Form signed by You, or an online Order Form ordered by You. The Service Terms are available in the Legal Terms Portal. Terms having a meaning defined in the Service Terms (or any Services Agreement) will have the same meaning when used in this Service Level Agreement. This Service Level Agreement is subject to the Service Terms (or any Services Agreement), including provisions that limit the liability of Athennian, its Affiliates, and other persons.
Athennian may amend this Service Level Agreement from time to time, with or without prior notice. The amended Service Level Agreement will become effective when posted in the Legal Terms Portal.
1. SERVICE AVAILABILITY
1.1 Service Availability. We will use commercially reasonable efforts to cause the Services to achieve Service Availability greater than or equal to 99.9% in each calendar month, but We do not guarantee that this service level can or will always be achieved.
(a) “Service Availability” means the percentage of time during which the Services are available for online use by Customer, as measured by Athennian in accordance with this Service Level Agreement.
(b) Service Availability during each calendar month will be calculated by Athennian using the following formula:
SA = [(M - O)/M] x 100
where SA means Service Availability, M means the number of minutes in the calendar month minus (Scheduled Downtime Minutes plus Excused Performance Deficiency Minutes), and O means Unscheduled Outage Minutes.
1.2 Calculation and Reporting. We will measure and calculate Service Availability each calendar month. Service Availability is only measured for production environments, and only after Your first commercial use of the Services (being use other than for implementation or testing purposes). You can view Service Availability reporting and subscribe to updates by visiting https://status.athennian.com/.
1.3 Excused Performance. We will not be responsible for a failure to meet the Service Availability service level to the extent the failure is attributable to an Excused Performance Deficiency.
2. DEFINITIONS
“Excused Performance Deficiency” means any failure to meet the Service Availability service level that it is attributable to (a) breaches of the Agreement by Customer that adversely affect Athennian’s ability to meet the service level, (b) circumstances caused by Customer, Customer personnel, or third parties acting on behalf of Customer that adversely affect Athennian’s ability to meet the service level, including (i) errors in data or the structure of files sent to Athennian, and (ii) Customer’s failure to use the Services in accordance with the Documentation or Athennian recommended practices, (c) Customer’s systems or environment, (d) the use of services, hardware, or software not provided by Athennian, including (i) Non-Athennian Applications, and (ii) issues resulting from inadequate bandwidth or Internet service issues, (e) denial of service attacks, (f) outages at any data center of the Data Center Service Provider used to provide the Services, (g) actions taken by Athennian in response to real or perceived threats to the security of the systems of Athennian or Customer, (h) a Force Majeure Event, (i) actions taken by Athennian at the direction of Customer where Athennian has notified Customer that the action could result in the failure, and (j) any other circumstances agreed to by the parties.
“Excused Performance Deficiency Minutes” means the total number of minutes within a calendar month during which a failure to meet the Service Availability service level is an Excused Performance Deficiency, as determined by Athennian, acting reasonably.
“Local Time” means GMT-07:00 Mountain Time.
“Scheduled Downtime” means: (a) any period of scheduled Unavailability related to network, hardware, software or service maintenance, upgrades or other technical work; and (b) any period of emergency maintenance for critical patches, including security patches, with advance notice to You. Scheduled Downtime will not exceed 12 hours in any calendar week, without Your prior consent. Scheduled Downtime is currently scheduled during a weekly maintenance window beginning on Friday at 8:00 p.m. Local Time in each week and ending on Saturday at 6:00 a.m. Local Time (excluding emergency maintenance).
“Scheduled Downtime Minutes” means the number of minutes within a calendar month during which the Services are Unavailable during Scheduled Downtime, as determined by Athennian, acting reasonably.
“Unavailable” means the Services are unavailable for online use by Customer, as determined by Athennian, acting reasonably.
“Unscheduled Outage Minutes” means the number of minutes within a calendar month during which the Services are Unavailable, excluding Scheduled Downtime Minutes and Excused Performance Deficiency Minutes, measured from the time the Services become Unavailable until the time the Services cease to be Unavailable, as determined by Athennian, acting reasonably.
END OF SERVICE LEVEL AGREEMENT
