Service Level Agreement

Version 1.0 – December 2017

This Service Level Agreement (“SLA”) between Sero! Learning Assessments, Inc. (“Sero!”, “us” or “we”) and users of Sero! (“you”, “Customer”) governs the use of the Sero! Learning Assessments platform under the provisions of the Sero! Terms of Service.

Unless otherwise provided herein, this SLA is subject to the provisions of the Terms.

1. Definitions

“Maintenance” means scheduled Unavailability of the Sero! Services, as announced by us prior to the Services becoming Unavailable.

“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Sero! Services were Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.

“Service Credit” means a credit denominated in US dollars, calculated as set forth in Section 4, that we may credit back to an eligible account.

“Unavailable” and “Unavailability” mean, for app services and databases, when your service or database is not running or not reachable due to Sero’s fault. This excludes any disruptions caused by third-party hosting and Internet service providers.

2. Availability of and Access to Services

Sero! will attempt to provide continuous availability and access to Services. Sero! is hosted by a third-party hosting service providers, such as but not limited to Amazon Web Services. Sero! does not and cannot control the flow of data to or from internet service providers. At times, actions or inactions of such third parties can impair or disrupt the Customer’s connection to the Internet and Sero! In the event that we are unable to provide access for reasons beyond our control and to the extent that we are aware of such disruptions, we will communicate the reasons for the outage and expected duration of the outage clearly and explicitly to the Customer. These outages could be due to third parties that the Service depends on. Also, while we will make commercially reasonable attempts to backup all Customer data, in the event of recover from disaster the Customer may have to reconfigure the Service to return to the state it was in before the outage.

3. Customer Data Protections

Sero! and its third-party service providers have implemented and maintain commercially reasonable technical and organizational security measures designed to meet the following objectives: 1) Ensure the security and confidentiality of Customer data in Sero!’s and/or its third-party service providers’ custody and control, 2) Protect against anticipated threats or hazards to the security or integrity of Customer data, 3) protect against unauthorized access to or use of Customer data, 4) encrypt Customer’s Content and data during transmission by Sero! and its third-party service providers and when being uploaded by Customer for use in connection with the Services using an https connection, and 5) ensure that Sero!’s return or disposal of Customer data is performed in a manner consistent with the foregoing. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures to access your data for improper purposes. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, confidential information and property.

3. Service Commitments and Service Credits – Sole Remedy

Unless otherwise provided in the Terms, your sole and exclusive remedy for any Unavailability, non-performance, or other failure by us to provide the Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

Service Credits are calculated as a percentage of the total charges due on your Sero! invoice for the monthly billing cycle in which the Unavailability occurred, applied proportionally to the Services that were Unavailable, in accordance with the schedule below:

  • For Monthly Uptime Percentage less than 99.95% but equal to or greater than 99.0%, you will be eligible for a Service Credit of 10% of the charges attributable to the affected resources
  • For Monthly Uptime Percentage less than 99.0%, you will be eligible for a Service Credit of 30% of the charges attributable to the affected resources

We will apply any Service Credits only against future payments for the Services otherwise due from you. At our discretion, we may issue the Service Credit to the credit card you used to pay for the billing cycle in which the disruption occurred. Service Credits will not entitle you to any refund or other payment from Sero!. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account.

4. Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by emailing support@serolearn.com. To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:

  • the words “SLA Credit Request” in the subject line;
  • the dates and times of each Unavailability incident that you are claiming;
  • the account handle(s); and
  • logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

5. SLA Exclusions

The Service Commitment does not apply to any Unavailability:

  1. That results from a suspension or Remedial Action, as described in the Terms;
  2. Caused by factors outside of our reasonable control, including any force majeure event, Internet access, or disruptions to services provided by a third-party service provider;
  3. That results from any actions or inactions of you or any third party;
  4. That results from the equipment, software or other technology of you or any third party (other than third party equipment within our direct control);
  5. That results from failures of Sero1 Services not attributable to Unavailability; or
  6. That results from any Maintenance.

If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.