Service Level Agreement for Aceyus VUE Cloud Service
Last Updated: November 23, 2020
- Scope. This Service Level Agreement (“SLA”) applies solely to the delivery by Aceyus of the VUE Cloud Service. This SLA does not apply to any Cloud Service where the underlying cloud infrastructure is provided by Customer or by an Aceyus reseller or business partner. Capitalized terms not otherwise defined herein have the meaning given to them in the Aceyus Customer Subscription Agreement (aceyus.com/terms-of-use/csa, the “Agreement”).
- Definitions
a. “Availability” means a percentage defined by the following formula: 1 – (sum of Downtime (in minutes) in a month / (number of minutes in the month)).
b. “Downtime” means the time period in which all or substantially all of the functionality of the Aceyus VUE Cloud Service is not available to all or substantially all of the Authorized Users, excluding unavailability due to any Exclusions. For avoidance of doubt, the unavailability of a software feature, module, or a data integration shall not be considered Downtime.
c. “Exclusions” means: (a) Standard Maintenance and Non-Standard Maintenance; (b) Force Majeure Events; (c) Issues or errors caused by Customer’s actions or inactions; (d) Internet access and related problems beyond the demarcation point of the Aceyus VUE Cloud Service; (d) unavailability of less than two (2) minutes; (e) issues caused by Customer-Supplied Components; (f) Suspensions or terminations of the VUE Cloud Service due to Customer’s breach of the Agreement; (g) Failures of access circuits to the VUE Cloud Service, unless such failure is caused solely by the equipment, Software or personnel of Aceyus or its hosting provider; (h) issues associated with failures of third-party networks, software or systems outside of Aceyus’ control, including failure of systems that connect with the Aceyus VUE Cloud Service for the purpose of delivering Customer Data to the Aceyus VUE Cloud Service; and (i) errors or corruption in Customer Data.
- Service Level. Subject to the terms of this SLA, Aceyus will use its best commercial efforts to maintain at least 99.5% Availability of the Aceyus VUE Cloud Service.
- Standard Maintenance. Standard maintenance for the Aceyus Cloud Service (“Standard Maintenance”) may be performed, as needed, between 7:00 pm and 11:00 pm central time zone.
- Non-Standard Maintenance. Customer may request that Aceyus perform maintenance to the Cloud Service during times other than the Standard Maintenance window above. If Aceyus agrees to a request to provide such “Non-Standard Maintenance,” then: (a) such Non-Standard Maintenance will not be part of Downtime hereunder, and (b) Customer agrees to pay Aceyus for hours worked as part of Non-Standard Maintenance at the Aceyus then-current hourly rates or as otherwise agreed upon between the parties. Unless otherwise agreed in writing by the parties, Aceyus shall bill for a two-hour minimum for Non-Standard Maintenance, and billing shall be processed in arrears based on the Customer’s standard billing cycle. Customer must provide Aceyus with a minimum of seventy-two (72) hours’ notice for Non-standard Maintenance requests.
- Emergency Maintenance. Aceyus reserves the right to perform immediate maintenance outside of the Standard Maintenance windows if Aceyus determines, in its reasonable discretion, that such maintenance is required to maintain the security or performance of the VUE Cloud Service, or due to other urgent situations (“Emergency Maintenance”). Aceyus will provide Customer with notice of Emergency Maintenance as soon as possible. Aceyus will use best commercially reasonable efforts to ensure that Emergency Maintenance is completed in as little time as possible.
- Technical Information. Customer agrees that Aceyus may support Customer and manage service levels remotely through monitoring, software, or access logins which may contain technological measures designed to collect and transmit to Aceyus certain diagnostic, technical, usage, and related information.
- Modifications. This SLA may be modified from time to time by Aceyus, provided that no such updates will materially reduce the commitments to Customer in this SLA.