Service Level Agreement (SLA)

Standard terms applicable to all Service Levels outlined herein:

Definitions

• “Claim” means a claim submitted by Customer pursuant to this SLA that a Service Level has not been met and that a Service Credit may be due to Customer.
• “Customer” means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
• “Customer Support” means the services by which UCare may provide assistance to Customer to resolve issues with the Services.
• “External Connectivity” is bi-directional network traffic over supported protocols such as TCP that can be sent and received from a public IP address.
• “Incident” means any set of circumstances resulting in a failure to meet a Service Level.
• “UCare” means UCare Technologies Pty Ltd (Australia).
• “Service” or “Services” refers to the UCare service provided to Customer pursuant to the Agreement.
• “Service Credit” is the percentage of the monthly service fees for the affected Service that is credited to Customer for a validated Claim.
• “Service Level” means standards UCare chooses to adhere to and by which it measures the level of service it provides for each feature as specifically set forth below.

Service Credit Claims

• UCare provides this SLA subject to the following terms. These terms will be fixed for the duration of the initial term of the subscription. If a subscription is renewed, the version of this SLA that is current at the time the renewal term commences will apply throughout the renewal term. Customers can review the most current version of the SLA and related terms at any time by visiting https://ucarehq.com/legal/sla.
• In order to be eligible to submit a Claim with respect to any Incident, the Customer must first have notified Customer Support of the Incident, using the procedures set forth by UCare, within five business days following the Incident.
• To submit a Claim, Customer must contact Customer Support and provide notice of its intention to submit a Claim. Customer must provide to Customer Support all reasonable details regarding the Claim, including but not limited to, detailed descriptions of the Incident(s), the duration of the Incident, network trace routes, the URL(s) affected and any attempts made by Customer to resolve the Incident.
• In order for UCare to consider a Claim, Customer must submit the Claim, including sufficient evidence to support the Claim, by the end of the billing month following the billing month in which the Incident which is the subject of the Claim occurs.
• UCare will use all information reasonably available to it to validate Claims and make a good faith judgment on whether the SLA and Service Levels apply to the Claim.
• In the event that more than one Service Level is not met because of the same Incident Customer must choose only one Service Level under which a Claim may be made based on that Incident, and no other Claim under any other Service Level will be accepted for that Incident.
• Credits are calculated only against the particular service for each subscription that did not meet its associated uptime percentage for that subscription as defined in the Service Level section of this document.

SLA Exclusions

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

• Due to factors outside UCare’s reasonable control (for example, a network or device failure at the Customer site or between the Customer and our data center).
• That resulted from Customer’s or third-party hardware or software.
• That resulted from actions or inactions of Customer or third parties;
• Caused by Customer’s use of the Service after UCare advised Customer to modify its use of the Service if Customer did not modify its use as advised;
• During Previews (e.g., technical previews, betas, as determined by UCare); Or
• Attributable to the acts or omissions of Customer or Customer’s employees, agents, contractors, or vendors, or anyone gaining access to UCare’s Service by means of Customer’s passwords or equipment.

Service Credits

• The amount and method of calculation of Service Credits is described below in connection with each Service Level description.
• Service Credits are Customer’s sole and exclusive remedy for any violation of this SLA.
• The Service Credits awarded in any billing month shall not, under any circumstance, exceed Customer’s monthly Service fees.
• For Services purchased as part of a suite, the Service Credit will be based on the pro-rata portion of the cost of the Service, as determined by UCare in its reasonable discretion. In cases where Customer has purchased Services from a reseller, the Service Credit will be based on the estimated retail price for the applicable Service, as determined by UCare in its reasonable discretion.

Monthly Connectivity Uptime Service Levels

*Service credit applies only to monthly usage charges for UCare (i.e., does not apply to charges for other features such as SMS).

Definitions

• “Maximum Connectivity Minutes” is the total accumulated minutes during a billing month for the UCare app.
• “Connectivity Downtime” is the total accumulated minutes that are part of the Maximum Connectivity Minutes that have no External Connectivity.
• “Monthly Connectivity Uptime Percentage” for a specific Customer is the total number of Maximum Connectivity Minutes less Connectivity Downtime divided by Maximum Connectivity Minutes for a billing month for a given subscription of UCare. Monthly Connectivity Uptime Percentage is reflected by the following formula:

“Monthly Connectivity Uptime Percentage” = (“Maximum Connectivity Minutes” - “Connectivity Downtime”) / “Maximum Connectivity Minutes”