Performance Guarantee Terms of Service
Spireon’s Service Level Agreement
This Service Level Agreement (“SLA”) defines the service level commitment for the delivery of eligible SaaS telematics solutions (collectively “SaaS Services” or individually “SaaS Service”) by Spireon, Inc. (“Spireon”) to customers who meet the requirements specified in Section 2 of this SLA (“Eligible Customer”). This SLA is an addendum to any Subscription Service Agreement entered into by the parties.
1. WHAT IS SPIREON’S COMMITMENT?
Spireon will provide Eligible Customers Access to eligible SaaS Service applications twenty-four hours a day, seven days a week at a rate of 99.90% (“SaaS Services Uptime Metric”), subject to the exclusions listed in Section 6 of this SLA.
2. WHO IS ELIGIBLE?
To be eligible under this SLA, a customer must use an eligible SaaS Service application, have an active Subscription Services Agreement with Spireon, and have paid all invoices in full. This SLA does not apply to customers who purchased SaaS Services from resellers, distributors, or third parties. Spireon in its sole discretion reserves the right to determine eligibility or change the eligibility requirements. Customers that already have a service level agreement in their Subscription Service Agreement with Spireon are not eligible for this SLA.
3. WHEN ARE CREDITS APPLIED?
Spireon will automatically calculate credits for Eligible Customers who have registered for the program. Credits will not be applied to time periods prior to registration. Spireon will apply credits to Eligible Customer’s invoices within 60 days after the end of the year.
4. WHAT SaaS SERVICE APPLICATIONS ARE ELIGIBLE?
Eligibility under this SLA is limited to the use of SaaS Service applications listed and tracked on http://status.spireon.com/. Private, custom, and white label applications are specifically excluded under this SLA. Spireon in its sole discretion may update or amend the qualifying applications list at any time and without prior notice to Eligible Customer.
5 HOW ARE CREDITS COMPUTED?
The SaaS Services Uptime Metric is measured solely by Spireon on a calendar year basis. The SaaS Services Uptime Metric is calculated based on the following formula:
Total Annual Uptime / (Total Annual Hours – Exclusions)
“Uptime” means the total amount of time Eligible Customer was able to log in to their SaaS Service application and Access their landing page. “Total Annual Hours” means all hours in a given calendar year. Exclusions are listed in Section 6 of this SLA.
If the SaaS Services Uptime Metric is not met in a calendar year, then the service credits will be awarded for each month the SaaS Services Uptime Metric was not met. If the annual SaaS Services Uptime Metric is met in a calendar year, then no service credits will be applied even if the SaaS Services Uptime Metric was not met in an individual month. Service credits will be calculated according to the following table:
||Credit Amount of Monthly Fee for Affected Subscriptions*
|99.89% – 98.00%
|97.99% – 96.00%
For example, assume an Eligible Customer uses a qualifying SaaS Service application and pays a Monthly Fee of $10 per unit. Now assume that within a given year the SaaS Services Uptime Metric was 96.00% in March, 99.50% in June, 97.20% in November, 99.90% in all other months, and averaged 98.2% for the entire year. Eligible Customer would be awarded service credits because the annual SaaS Services Uptime Metric was below 99.90%. Eligible Customer would receive a credit of $0.40 per unit for March, $0.20 per unit for June, and $0.40 per unit for November. Spireon would apply the total $1.00 per unit credit to Eligible Customer’s invoice within 60 days after the end of the year. On the other hand, if the SaaS Services Uptime Metric was 99.50% in June and averaged 99.95% for the entire year, the Eligible Customer will not receive any service credits for June.
“Monthly Fee” means the actual amount billed per unit in a month for service. For purposes of calculating the credits for prepaid plans in our automotive finance sector, the Monthly Fee for purposes of service credit calculations is specified in the following table.
||Assigned “Monthly Fee”
|36 Month CDMA Lender Express Bundle
|All Other Device & Data Bundles
|Devices under Renewal Plans
If a prepaid plan is renewed, then the Monthly Fee is $2 per unit. For example, if an Eligible Customer pre-pays for three years of service under the 36 Month CDMA Lender Express Bundle, for purposes of this SLA, the Monthly Fee will be $7 per unit. Therefore, the maximum potential credit per month for this prepaid customer is 7% of $7. If the Eligible Customer then renews their service for one year, then for purposes of the SLA, the Monthly Fee will be $2 per unit and the maximum potential credit per month is 7% of $2.
Exclusions include time that the Eligible Customer is unable to Access the application and landing page due to the following:
- Scheduled Maintenance time;
- Emergency Maintenance time;
- Any hardware or device related issues, including improper installation, tampering, extreme weather conditions, and misuse;
- Problems or unavailability of Third party API and applications (e.g., Microsoft Bing Maps and Wireless Carrier Networks);
- Unavailability of Internet services (e.g., DNS servers) due to virus or hacker attacks;
- Force majeure events, which are events that can be neither anticipated nor controlled, including acts of nature (e.g., floods and hurricanes) and acts of people (e.g., riots, strikes, and wars);
- Actions or inactions of the Eligible Customer or third parties beyond the control of Spireon, unless undertaken at the express direction of Spireon;
- Issues caused by Eligible Customer equipment or third-party computer hardware, software, or network infrastructure not within the sole control of Spireon; or
- Anything beyond Spireon’s direct control.
7. HOW DO I KNOW IF I AM DUE A CREDIT?
If an Eligible Customer uses one of the SaaS Service applications and the SaaS Services Uptime Metric for that application is below 99.90% at the end of the year, then Eligible Customer may be due a credit for the months the SaaS Services Uptime Metric was not met.
- “Access” means Eligible Customer’s ability to log into their SaaS Service application and see their landing page. Access does not guarantee responsiveness of the application, device communication, or accuracy of reporting.
- “Downtime” means the total amount of time Eligible Customer is unable to log into their SaaS Service application and Access their landing page.
- “Scheduled Maintenance” means Spireon’s upgrades or modifications to SaaS Services and corresponding servers. Scheduled Maintenance may temporarily cause SaaS Services to be unavailable. Spireon takes every reasonable precaution to minimize the duration of any impacts during the Schedule Maintenance. Such effects related to Scheduled Maintenance do not give rise to credits under this SLA and are not deemed Downtime. Spireon will make its best effort to notify Customer before Scheduled Maintenance is performed. Scheduled Maintenance times may be viewed at http://status.spireon.com/.
- “Emergency Maintenance” means Spireon’s efforts to correct network conditions that are likely to lead to a material SaaS Services outage and that require immediate action. These conditions may include, but are not limited to security issues, virus attacks, spam issues, and any unforeseen circumstances beyond Spireon’s direct control. Emergency Maintenance may temporarily degrade the quality of Saas Services, including the possibility of causing short-duration outages. Such effects related to Emergency Maintenance do not give rise to credits under this SLA and are not deemed Downtime. Spireon in its sole discretion may undertake Emergency Maintenance at any time in order to preserve SaaS Services.
Spireon’s maximum liability to Eligible Customer under this SLA is 7% of the service portion of the invoice for the applicable calendar month in which the SaaS Services Uptime Metric was not met unless the annual SLA was 99.90% or greater in which case the maximum liability would be zero percent. Except for the credits identified in this SLA, this SLA does not modify or amend the written contract executed by the parties or any other terms and conditions to which Eligible Customer is subject, including but not limited to any warranty disclaimers or limitation of liability provisions. Spireon reserves the right to change or discontinue this SLA at any time or for any reason.