Effective Date/Last Revised: June 18, 2018
This Service Level Agreement (“SLA”), applies to those individuals and business or other entitles that obtain Service for business or commercial purposes (“Client”, “you” “your”) from DialogTech, Inc. and/or Swydo, BV (collectively “DialogTech”, “we”, “our”, “us”) and who agrees to DialogTech’s Terms of Service ( “TOS”), incorporated herein by reference, located at the following URL https://www.dialogtech.com/about/terms. Except as expressly modified for the sole purpose of this SLA, the terms herein and not defined herein shall have the meanings given such terms in the TOS. This SLA only applies to you to the extent you are registered as holding the Account with respect to which the 99.7% Uptime Guarantee was not met. Users who are not the responsible billing party for the Account are not eligible for any benefits under this SLA.
- 1. UP TIME GUARANTEE. DialogTech guarantees that the up time of Critical Services including the calling network component of the Service, and to be defined as Client and its User’s access to and functionality of DialogTech’s end-user web portal, and operation of DialogTech’s hosted applications, will not fall below 99.7% per month during any two consecutive calendar months (the “Uptime Guarantee“). “Critical Services” means end-user access to and functionality of DialogTech’s end-user web portal, and operation of DialogTech’s hosted applications, excluding the exceptions from Down Time set forth below. For the purposes of clarification, if the DialogTech network or Service is being used to full capacity and thus cannot be accessed by certain User, this does not constitute Service unavailability or Down Time. Up Time percentage shall be calculated after excluding from total minutes in any month, any minutes where Service is affected due to circumstances covered in Sections 2.1 through 2.5.
- 2. DOWN TIME. For the purpose of this Agreement, “Down Time” means any period, calculated and expressed in hours (or fractions thereof), during which a material aspect of the Critical Services necessary for Client’s use of the Service is not functional and available to DialogTech end-users, such period commencing after Client reports the Service outage to DialogTech by calling the Client Support line or emailing email@example.com. Down Time does not include, and DialogTech shall have no liability or obligation arising out of or related to, any period of time during which any Services are affected as a result of or relating to:
- 2.1. Maintenance during scheduled maintenance windows of DialogTech or its vendors of which we provide notice on the DialogTech Websites or by email; regular backup and maintenance performed (without further notice) between 2 a.m. and 5 a.m. Central Standard Time; or maintenance on an emergency basis in reaction to mission critical needs or causes, such as, without limitation, prevention of hacking, compliance with law, protection of DialogTech or customer critical interests or information, or protection of the DialogTech network;
- 2.2. Any deliberate or malicious acts or intrusions by any third party, including without limitation denial of service or similar attacks or viruses, time-bombs, worms, Trojans, or other malicious code;
- 2.3. Misuse by end-users or others, including without limitation any violation of the Agreement, and including without limitation any suspension or termination of Service by DialogTech pursuant to the Agreement or otherwise within the rights of DialogTech; Client’s, Client’s end-users’, or Client’s vendors’ fault, activities, applications, equipment, or facilities (including without limitation any inaccurate information provided by Client or on Client’s behalf);
- 2.4. Errors by, or non-performance of, telecommunication carriers or networks used to originate and/or terminate calls (including without limitation slow dial tone, circuits busy, or other third-party network and/or switching capacity shortages); or
- 2.5. Any period of delay prior to reporting a Critical Services outage to DialogTech through proper means, and Client (or Client’s end users’) delay or inaction in responding to DialogTech’s requests for information or reasonable assistance from Client as necessary to repair a Service outage or to reproduce an error or problem.
- 3. EXCLUSIVE REMEDY FOR SERVICE UNAVAILABILITY. If the calling network component of the Service does not meet the Uptime guarantee set forth in Section 1, DialogTech will, upon written request from Client, credit to the Account one minute of time for every minute of unavailability in excess of 0.3% Down Time, provided, however, that such credit cannot exceed the current monthly minimum service commitment level for that Account. This shall be Client’s sole remedy for DialogTech’s failure to meet the Uptime Guarantee. Client hereby waives all claims for damages for Service unavailability, scheduled or unscheduled other than claims under the Uptime Guarantee, and indemnify DialogTech for any similar claims made by any other User on the Account.
- 4. HIGH USE; SUDDEN CAPACITY INCREASES. If Client engages in any planned marketing activities or other calling events which may use significant DialogTech capacity, Client agrees to provide DialogTech with as much prior notice as possible (to the following email address: firstname.lastname@example.org) so that we can take reasonable steps to make Service capacity available for Client’s event. If Client does not provide prior notice of increased capacity needs, DialogTech will use commercially reasonable efforts to make the Service available, subject to existing network capacity and other Clients’ service needs. Client acknowledges that high volume usage without prior notice may result in Account limitation or suspension, including inbound calls being rejected by fast-busy signal, which does not constitute Service unavailability or downtime.
- 5. TELEPHONE NUMBERS.
- 5.1. DialogTech will use commercially reasonable efforts to obtain the Telephone Number(s) requested, and to initiate and complete port requests. Client acknowledges that DialogTech may need to change the Telephone Number assigned to Client (due to an area code reassignment or split, or for any other reason). Client acknowledges that if the Service is suspended or terminated, that Client may not be able to obtain the same local or toll-free numbers should the Service be reactivated.
- 5.2. Client, at its sole discretion, may port Telephone Numbers into and/or out of the DialogTech platform. Client must provide DialogTech with prior written notice of Client’s intent to port Telephone Numbers. The porting of Telephone Numbers is subject to DialogTech’s then current porting service fees. DialogTech will use commercially reasonable efforts to aid Client in porting of Telephone numbers in a reasonable time. DialogTech is not responsible, and cannot be held liable, for any postponement or interruption regarding the porting of Client’s Telephone numbers that is the result of Client or carrier delay.
- 5.3. Client shall have thirty (30) days from the date of termination to port out any phone numbers in the Account, by providing DialogTech with a port request. After said thirty (30) day period, DialogTech may remove all remaining telephone numbers from the Account.
- 6. SERVICE UPDATES. DialogTech reserves the right to upgrade, enhance, or add additional/new features to any Services without the requirement of providing Client with prior written notice. DialogTech also reserves the right to limit, suspend, or discontinue any aspect of the Service, including, without limitation, the availability of any Service feature, database or content, hours of availability, or equipment needed to access the Service without notice or liability. If Client reasonably determines that such limitation, suspension, or discontinuance had a materially adverse effect on Client’s use of the Service, then Client shall notify DialogTech and DialogTech shall have the right to cure within sixty (60) days. If after the sixty (60) day cure period Client is still materially adversely affected, then Client shall be permitted to terminate the Agreement within sixty (60) days of written notice of the material change from DialogTech. DialogTech does not guarantee that the Service may be accessed from all locations or with all equipment or types of communications access.