- Service Level Commitment
MemberSuite commits to provide 99% service availability with respect to the Service during each quarter of the term (exclusive of any scheduled Service Downtime) (the “Availability Commitment”). If, in any quarter, this Availability Commitment is not met, MemberSuite shall provide a Customer credit as provided for in this Service Level Agreement. “Service Downtime” is defined as a period that the Service, as provided by MemberSuite, is not available to Customer, its Affiliates and the Authorized End Users as a result of non-scheduled events and starts when MemberSuite first identifies the service unavailability and stops when Customer, the Affiliate or one of the Authorized End Users is able to login to the Service and use the Service consistent with applicable Documentation. Unavailable or degraded components of the Service do not meet the definition of Service Downtime unless the degraded component includes the ability to log into the Service. Service Downtime excludes Scheduled Maintenance (described below) and Force Majeure Events (described below).
- For any one (1) quarter period, if the Availability Commitment is not met, customers shall be entitled to a five percent (5%) credit of their upcoming 3 monthly Service fees.
- For any one (1) quarter period with a up to 98% service availability level, customers shall be entitled to a ten percent (10%) credit of their upcoming 3 monthly Service fees.
- For any one (1) quarter period with an up to 95% service availability level, such performance shall be considered a material breach and the customer may cancel the Service as provided in an Agreement.
- Scheduled and Unscheduled Maintenance
Scheduled Maintenance and Force Majeure Events do not count as downtime in calculating service Availability.
A “Force Majeure Event” is any occurrence or contingency beyond MemberSuite’s reasonable control, including but not limited to, acts of God, riots, acts of terrorism, war, any negligent act by Customer, any problem with any system or technology not in MemberSuite’s control, including without limitation any problem associated with the Internet, a telecommunications service provider, wireless carriers, third party services or applications (including hosting providers like AWS), end user mobile devices, equipment or facilities located on Customer’s premises, MemberSuite or Customer’s ISP, Customer’s systems, applications or technology, any action or inaction of Customer or any third party, MemberSuite’s suspension of Customer pursuant to the Agreement, alpha, beta or other pre-release version of the MemberSuite Services or other version that is not generally available, or any third-party interface that the MemberSuite Services rely upon.
“Scheduled Maintenance” time is communicated in accordance with the notice section set forth below at least two full business days in advance of the maintenance time. Scheduled Maintenance time occurs at night between 10:00 PM and 5:00 AM Eastern. MemberSuite may be required to periodically schedule emergency maintenance. Such scheduled emergency maintenance shall not be counted against the service Availability Commitment and MemberSuite will use all reasonable efforts to avoid such emergency maintenance. In the event that MemberSuite in its sole discretion determines that any unscheduled, emergency maintenance is necessary, MemberSuite will use commercially reasonable efforts to notify Customer. MemberSuite reserves the right to periodically issue new releases in which MemberSuite adds functionality to the Service. Customer acknowledges that these periodic major releases can take several hours to complete.
- Credits
MemberSuite will calculate any service availability downtime using MemberSuite’s system logs and other records, and will automatically apply all credits earned by Customer to Customer’s account. At Customer’s request, MemberSuite shall provide periodic reports (with reasonable supporting evidence) detailing service availability as well as maintaining a “Status” Page (https://trust.membersuite.com/) available to the public with a general summary of metrics relevant to the calculation of the service availability.
- Exclusion of Sandbox and Beta Accounts
MemberSuite Sandbox, Beta, and other temporary test and production environments are expressly excluded from this or any other service level commitment. No guarantee to continued and uninterrupted service of any MemberSuite Sandbox, Beta, and temporary environments is to be expected.
Last Updated: May 5, 2021
