ChatSure Service Level Agreement

 

Purpose of Service Level Agreement (“SLA”)

  1. This SLA sets out the service level NetIDme shall provide in connection with ChatSure IM Products and hosted services.

Acceptable Use

  1. The use of this hosted service shall be solely for Lawful Purposes, and Client warrants and represents that neither it nor any Operator shall use this service for any other purpose.

Required Language

  1. In order to ensure continued compliance with all applicable laws and fair information practices, where required, Client agrees to cooperate with NetIDme in good faith with respect to implementing any legally-required forms or language in its privacy policy and/or at the point where Client collects any Online or Offline Client Records.

Confidentiality

  1. This SLA, service and associated data obtained hereunder are confidential, and no information about the SLA, service or data may be provided to individuals outside of either company, except as required by law.
  2. All administrative, technical, financial, trade-secret, manufacturing, or other confidential information provided to the Client by NetIDme shall be deemed to be "Proprietary Information" for purposes of this SLA.  The fact that Proprietary Information does not carry a proprietary legend, or is transmitted verbally, shall not act as a waiver to deprive such information from protection under this SLA.
  3. The Client agrees:
    • to hold NetIDme's Proprietary Information delivered in accordance with paragraph 1 above (the "Confidential Information") in strict confidence and to take all reasonable precautions to protect the Confidential Information (including, without limitation, all precautions the Client employs with respect to its confidential materials),
    • not to make any use whatsoever at any time of such service except as permitted herein,
    • not to remove or export any such service or any direct product thereof except in compliance with and with all licenses and approvals required under applicable export laws and regulations.

Service Availability and Security

  1. It is NetIDme’s goal is to achieve 100% Availability for all customers.
  2. Subject to exceptions below, if Availability of customer's ChatSure account is less than 100%, NetIDme will issue a credit to customer in accordance with the following schedule. The credit being calculated on the basis of the monthly support charge for the affected Service:

    ChatSure Availability Credit Percentage
    99.98 to 100% 0%
    98% to 99.97% 5%
    95% to 97.9% 10%
    90% to 94.9% 15%
    89.9% or below 20%
  3. Exceptions:
    Customer shall not receive any credits under this SLA in connection with any failure or deficiency of Web Site Availability caused by or associated with:
    • circumstances beyond NetIDme’s reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labour disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure of third party software (including, without limitation, ecommerce software, payment gateways, chat, statistics or free scripts) or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of this SLA;
    • failure of access circuits to the NetIDme Network, unless such failure is caused solely by NetIDme;
    • scheduled maintenance and emergency maintenance and upgrades;
      DNS issues outside the direct control of NetIDme;
      false SLA breaches reported as a result of outages or errors of any NetIDme measurement system;
    • customer's acts or omissions (or acts or omissions of others engaged or authorised by customer), including, without limitation, custom scripting or coding (e.g., CGI, Perl, HTML, ASP, etc), any negligence, wilful misconduct, or use of the Services in breach of NetIDme Terms and Conditions and Acceptable Use Policy;
    • DNS (Domain Name Server) Propagation;
    • Outages elsewhere on the Internet that hinder access to your account; NetIDme is not responsible for browser or DNS caching that may make your site appear inaccessible when others can still access it.
  4. NetIDme agrees to hold secure any and all data on its servers.
  5. Maintain the highest security standards at all its data centres.

Fault Resolution

  1. In the event that a defect, fault or impairment in the provision of the Service(s) causes a Service Interruption and the Customer gives notification to NetIDme of such default, fault or impairment, then NetIDme shall use its best endeavours to resolve that defect, fault or impairment as quickly as is reasonably possible.

Service Maintenance

  1. Scheduled maintenance is maintenance affecting the Service of which the Customer has been informed in writing or by nominated email address no less than five days in advance of commencement. 
  2. While NetIDme makes every attempt to perform maintenance within the scheduled maintenance window there are events that dictate that very urgent maintenance activities are required within the 5 day alert period. In the event that such emergency maintenance is required NetIDme will use its reasonable endeavours to give prior warning of service degradation or risk thereof and will endeavour to keep such maintenance to the period between 01:00 and 05:00 Greenwich Mean Time (GMT)

Disclaimers

  1. EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THE PARTIES MAKE NO, AND HEREBY SPECIFICALLY DISCLAIM ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THEIR SERVICES, DATA, OR ANY OTHER MATTER UNDER THIS SLA AND EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THE PARTIES EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT WILL NETIDME OR ITS SUPPLIERS BE LIABLE TO CLIENT OR TO ANYONE ELSE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, CHARGEBACKS, LOST SAVINGS, LOST CONTRIBUTIONS, OR BUSINESS OR CAMPAIGN INTERRUPTION, EVEN IF A NETIDME REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. NETIDME'S MAXIMUM LIABILITY IN ANY CASE SHALL NOT EXCEED THE AMOUNT PAID TO NETIDME HEREUNDER. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to Client. To the extent permissible, any implied warranties are limited to ninety (90) days. This warranty gives Client specific legal rights. Client may have other rights that vary from state to state or jurisdiction to jurisdiction.

Termination

  1. Client’s warranty and representation in Paragraph 1 hereof, shall survive termination of this SLA.
  2. Immediately upon termination, the Client will cease to use all services of NetIDme and return all documents or media containing any such service or data and any and all copies or extracts thereof.

General 

  1. The failure of either party to insist upon or enforce strict performance by the other party of any provision of this SLA or to exercise any right under this SLA shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect.
  2. Neither party shall:
    1. issue any press releases or public statements concerning the existence or terms of this SLA except with the consent of the other party or
    2. use, display or modify the other’s trademarks in any manner absent the other party’s express prior written approval.
  3. This SLA sets forth the entire SLA between the parties, and supersedes any and all prior SLAs of the parties with respect to the transactions set forth herein.
  4. Except where otherwise specified herein, the rights and remedies granted to a party under this SLA is cumulative and in addition to, and not in lieu of, any other rights or remedies which the party may possess at law or in equity. 
  5. In the event that any provision of this SLA is held invalid by a court with jurisdiction over the parties to this SLA;
    1. such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law and
    2. The remaining terms, provisions, covenants and restrictions of this SLA shall remain in full force and effect. 
  6. Fire, floods, strikes, lock-out, epidemic, accident, shortage of customarily used communication equipment or suitable substitute, or other causes beyond the reasonable control of the parties, which prevent either party from performing under this SLA shall operate to suspend services during the period required to remove such cause and if not remedied within sixty (60) days, the party not claiming force majeure may cancel.