SLA

Last update: 19 May 2020

1. Service Level.

Talarian agrees to use commercially reasonable efforts to make the Service is available for use by end users for not less than 99.5% of the time excluding the Exclusion Events (as defined below). Service Availability will be calculated on a monthly basis using the following formula:

[(Actual Availability divided by Total Scheduled Availability) multiplied by 100%]

The following definitions will apply:

• (a) “Actual Availability” means Total Scheduled Availability minus Downtime, in minutes.
• (b) “Downtime” means the time (in minutes) that Users are not able to access the Service
• (c) Downtime does not include any unavailability due to one of the following Exclusion Events:

1. Customer’s or any User’s use of the Service in violation of the Terms;
2. Issues relating to Licensee’s Content;
3. System Maintenance;
4. Force majeure downtime;
5. Licensee’s use of the Service to the extent it exceeds Licensee’s quota (if applicable);
6. Service Suspensions permitted under the Terms;
7. Problems caused by Licensee’s or any User’s use of the Service in breach of the Terms after Talarian advised Licensee or such User to modify its use of the Service to comply with the Terms, if Licensee or such User did not modify its use as advised;
8. Problems attributable to the unauthorized acts of Licensee, any User, or anyone gaining access to the Service by means of Licensee’s account or the account of any User; Problems arising from Licensee’s or any third party’s software, hardware, or other technology or equipment used by any member of Licensee in connection with the Service. For avoidance of doubt, this provision shall not apply to third party software, hardware or other technology used by Talarian to provide the Service;
9. Problems caused by a downtime of Google Cloud APIs beyond Talarian’s reasonable control.

• (d) “System Maintenance” means time (in minutes) that the Service is not accessible to Licensee due to maintenance of the Service, including for maintenance and upgrading of the software and hardware used by Talarian to provide the Service. System Maintenance includes scheduled maintenance and unscheduled, emergency maintenance. Talarian will provide Licensee with reasonable prior written notice of any scheduled or emergency maintenance.
• (e) “Total Scheduled Availability” means 7 days per week, 24 hours per day, excluding System Maintenance, in minutes.

2. SLA credits.

If the Service Availability during any given month falls below 99.5%, Talarian will provide Licensee with a Service Credit as defined in the table below.

In case of licensees paying their license annually, the monthly license fee is equal to the annual license fee divided by 12

The above SLA credits are the sole and exclusive liability of Talarian for breaches of the Playengo Service Level Agreement.