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Service Level Agreement
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Service Level Agreement
Effective starting: October 1, 2019
1. Service Level Commitment. During the Subscription Term for which Soarsilk has agreed
to provide a service to you, we will use commercially reasonable efforts to provide a Monthly Uptime
Percentage to you in accordance with the table below (“Service Level Commitment”):
Note that Standard Service Level is the minimum service level applied to all Soarsilk plans.
Premium Service Level refers to Pro+ plans and Enterprise Service Levels apply to Enterprise
plans.
2. Service Credits.
(a) If we confirm there is a failure to meet the Service Level Commitment in a particular
calendar month and you make a request for service credit within fifteen (15) days after the end
of such calendar month, you will be entitled to a credit based on (a) the monthly fees invoiced
in the month experiencing such failure, if you have a monthly subscription plan or (b) 1/12 of
annual fees invoiced for the affected Cloud Product you have provisioned, if you have an annual
plan (“Service Credit”). To receive a Service Credit, you must submit an email to
info@soarsilkcom with all fields fully and accurately completed, and provide any other
reasonably requested information or documentation. Our monitoring and logging infrastructure is
the source of truth for determining Monthly Uptime Percentage, errors and whether we have met
the Service Level Commitment. All calendar months will be measured in UTC time zone.
(b) The Service Credit will be calculated based on the ratio listed in Plan support levels
multiplied by the excess beyond the associated Uptime Percentage. For illustration, the Service
Credit under the Enterprise plan would be
If the Monthly Fee is $1,000, the Premium Service Level Applies, and Soarsilk experiences an
uptime of 99.25%, then the calculation is: 25 x $1,000 x (99.95% - 99.25%) = $175
We will apply each Service Credit against a future payment otherwise due from you for Soarsilk,
provided that your account is fully paid up, without any outstanding payment issues or disputes.
No refunds or cash value will be given for unused Service Credits. Service credits are
non-transferable. The aggregate maximum of Service Credits applied to an invoice will not exceed
100% of the amount invoiced for the affected Cloud Product in that invoice billing period (as
opposed to the actual month Soarsilk was unavailable). We reserve the right to deny a Service
Credit if you do not qualify for one.
(c) If you ordered Soarsilk through a Reseller, (x) you or the Reseller remain responsible for
submitting a ticket (an email) as set forth in Section 2(a) above; and (y) any Service Credits
will be based on the fees invoiced to the Reseller for you use of Soarsilk under its applicable
order(s) with us, we will issue any associated Service Credits to the Reseller (not directly to
you), and the Reseller will be solely responsible for issuing the appropriate amounts to you.
Section 2(b) applies to the Reseller and its applicable orders and invoices with us.
3. Exclusions. you will not be entitled to a Service Credit if you are in breach of the
Terms. The Service Level Commitment will not include unavailability to the extent due to:
(a) your use of Soarsilk in a manner not authorized in the Terms or not in accordance with the
applicable Documentation;
(b) force majeure events or other factors outside of our reasonable control, including, without
limitation, Internet access or related problems;
(c) your equipment, software, network connections or other infrastructure;
(d) Your Data or Your Materials (or similar concepts as defined in the applicable Terms);
(e) third-party equipment, apps, add-ons, software or technology (other than our agents and
subcontractors); or
(f) routine scheduled maintenance or reasonable emergency maintenance; or
(g) components or features on sites for which Soarsilk does not offer support; or
(h) changes, updates, or alterations to components or features on sites for which Soarsilk does
offer support; or
(i) inaccessibility of your URL due to factors beyond our control. No Service Level Commitment
or Service Credits are provided for (x) sandbox instances or free, proof-of-concept, beta or
trial services, or (y) features excluded from the Service Level Commitment (in the applicable
Documentation).
4. Exclusive Remedies. Service Credits are your sole and exclusive remedy, and our sole
and exclusive liability, for our failure to meet the Service Level Commitment.
5. Definitions. All capitalized terms not otherwise defined are as set forth in the
Terms of Service or your applicable agreement with Soarsilk.
• “Monthly Uptime Percentage” means 100% minus the percentage of Downtime minutes out of the
total minutes in the relevant calendar month.
• “Downtime” – means Application Downtime and/or Data Collection Downtime and is a period of
time during which production system processing for the Services has stopped and all of your
users are unable to use all aspects of the Service for which they have appropriate permissions.
Downtime does not include the period of time when the Service is not available as a result of
exclusions above.