Service Level Agreement

  1. P360
  2. Terms
  3. Service Level Agreement

This Service Level Agreement Services Availability (“SLA”) is made and entered into by and between Recipient ("Customer") and P360, Inc. ("Provider") a California corporation with its principal office located at 120 Newport Center Drive Newport Beach, CA 92660 and is made subject to the terms and conditions set forth in that certain Terms of Service Agreement and any related agreements, amendments and/or attachments (collectively, the Agreement”) executed between the parties.

The Parties hereby represent and warrant to each other that the individuals executing this SLA are duly authorized to execute and deliver this SLA on their behalf, and that each Party will comply with and be bound by its terms and conditions, as well as those contained in the Agreement.  If the Parties have not executed a Terms of  Service Agreement, then the terms and conditions of Terms of Service agreement are hereby incorporated into this SLA by reference.  Any terms defined in the Agreement shall have the same meaning in this SLA as in the Agreement.  In the event that any provision of this SLA and any provision of the Agreement are inconsistent or conflicting, the inconsistent or conflicting provisions of this SLA shall be and constitute an amendment of the Agreement and shall control, but only to the extent that such provision is inconsistent with the Agreement.

Service Level Definition

Provider shall use commercially reasonable efforts to maintain Service.

(a) “Credits” is based upon the actual duration of the interruption of Service, measured from the issuance of a trouble ticket with Provider’s, Customer Service to the restoration of the impacted service.

(b) “Service Availability” is defined as services functioning as intended without any significant interruption.

Reporting

Customer will be entitled to credit(s) as outlined below if the Customer: (1) provides written notice to Provider of the circumstances giving rise to this credit request, (2) provides such written notice within five (5) days after the last day of the month within which Provider failed to comply with the applicable SLA, and (3) identifies the relevant ticket(s) relating to the SLA for which the Customer seeks credit(s). For any billing month in which Provider fails to meet the above guarantee, Customer will receive one credit, based on the credit structure below.

Credit Policy

If Provider fails to meet the Service Level outlined above in any given month, Provider will, as Provider’s sole obligation and Customer’s sole and exclusive remedy for failure to meet the foregoing guarantee, credit Customer’s account according to the following schedule(s):  

*Percentage of the total managed services monthly fees due to Provider for that calendar month. The total credit from all Service Level Guarantees is not to exceed 33% of such fees due to Provider for that calendar month as indicated below.

Monthly Uptime Service Credit*
< 99.5% 10%
< 95% 25%

Credit Exceptions

This SLA and any applicable Service Levels do not apply to any performance or availability issues:

  1. Due to factors outside Provider’s reasonable control
  2. That resulted from Customer’s or third party hardware or software
  3. That resulted from actions or inactions of Customer or third parties
  4. Caused by Customer’s use of the Service after Provider’s advised Customer to modify its use of the Service, if Customer did not modify its use as advised
  5. Attributable to the acts or omissions of Customer or Customer’s employees, agents, contractors, or providers, or anyone gaining access to the service by means of Customer’s passwords or equipment.
  6. The negligence or willful misconduct of Client or others authorized by Client to use the Services provided by Provider
  7. Any scheduled or emergency maintenance up to an accumulated total of 24 hours per month
  8. Any failures that cannot be corrected because the Client or third party is inaccessible

Mosaic Service Level Agreement 201701