Legal

Votacall Service Level Agreement

Votacall will perform the Services in accordance with the following performance service levels “Service Levels”:

1. Platform Reliability
   Votacall guarantees 5-9's (99.999%) platform reliability and uptime on the Votacall cloud phone system which includes our geographically diverse Class 5 Softswitches, Data Centers and all platform infrastructure in the Data Center(s) for the life of the contract.
2. Service Availability
   Votacall shall make voice service available for access and use by Customer 24 hours per day, 7 days per week, excluding any Scheduled Downtime or downtime due to a Force Majeure Event, each as defined below. “Service Availability” is calculated by subtracting from 100% the result of the number of minutes of Unscheduled Downtime in a calendar month divided by the total number of minutes in such calendar month. If the monthly Service Availability is less than 99.999%, Service Level Credits are provided below.
3. Downtime
   Downtime is defined as the inability for Votacall to receive and process inbound telephone calls for ten (10) continuous minutes or longer due to platform, data center infrastructure or data center failure.
4. Scheduled Downtime
   Scheduled Downtime is Downtime for which advance notice is given to the Customer. Votacall shall endeavor to provide seventy-two (72) hours advance notice to Customer for all Scheduled Downtime; however, Votacall may schedule maintenance with less notice if deemed necessary by Votacall at its sole discretion to ensure the safe, continued  operation  of  the Service. Planned maintenance does not count towards Downtime and shall take place during off peak business hours. The duration of Scheduled Downtime is measured in minutes and equals the amount of elapsed time from when the Service is not accessible to when the Service is accessible. Any single event that exceeds the scheduled duration will result in an outage and the amount of time that the outage exceeded the scheduled time will be counted toward the Service Availability level in the month in which the event occurred.
5. Force Majeure Events
   Force Majeure Events” means any event or condition that directly or indirectly prevents Votacall  from performing the Services hereunder, is beyond the reasonable control of Votacall , and could not, by the exercise of due diligence, have been avoided in whole or in part by Votacall , and shall include, subject to the foregoing and without limitation: any act of God, natural disaster, earthquake, war, riot, civil war, blockade, insurrection, terrorism, sabotage, acts of public enemies, civil disturbances or general restraint or arrest of government and people, boycott, strike  (including  a general strike), lockout or other similar industrial disturbance, service interruption by a telecommunications services provider, or connectivity delays with internet providers outside of Votacall ’s reasonable control.
6. Environmental & 3^rd Party Events
   Votacall will not be responsible for the following circumstances leading to downtime:
   1. Loss of power at the customer site
   2. Inclement weather at the customer site
   3. Natural Disaster affecting the customer site
   4. Fiber Cut at the customer site or affecting the customer’s facilities
   5. Provider C/O outage causing both the primary and secondary connections to experience a disruption
   6. Data Circuit outage at customer site
   7. Onsite (customer premise) infrastructure, equipment or cabling issues
   8. Any onsite condition rendering the customer location inadequate for the Votacall Service.
      

          *Votacall guarantees that in the event of an unforeseen/uncontrollable onsite issue, the in our geographically diverse Data Centers will still handle incoming call traffic regardless of the situation onsite.
   *Votacall guarantees that in the event of an unforeseen/uncontrollable onsite issue, calls can be re-routed to other locations on the platform.

7. Service Level Credit
   If downtime as defined in section 3 causes the monthly Service Availability to be less than 99.999% due to circumstances laid out in section 1, and Customer requests a credit in writing within thirty (30) calendar days of Customer’s access to such report, Votacall shall credit Customer the applicable amount indicated below as a Service Level Credit, and not as a penalty.
   1. Votacall shall award Customer a Service Level Credit in an amount equal to 5% of the monthly service fee for 30 minutes of downtime as a result of platform failure and an additional five percent 5% for every 30 minutes thereafter within the same calendar month.
8. Termination
   If the Votacall service violates the Service Level Agreement and it is determined that the Votacall platform(s), Data Center Infrastructure or actual Data Center(s) caused the Service Level to drop to 99.995% or below based on 24 hour per day availability and a 30 day calendar month, Votacall will immediately correct such Service Level deficiency.  If the service level is 99.995% or below based on 24 hour per day availability and a 30 day calendar month in two consecutive months or 3 non-consecutive months within a 6 month timeframe, then Customer may terminate the Agreement between Votacall and Customer, without penalty on the Votacall Licensing only, by providing Votacall with written notice of termination.  In the event of such termination, Customer will be responsible for payment up until disconnection of service for the Votacall Licensing and usage if applicable.  The Customer will not be responsible for any Votacall Licensing fees or payments following the termination date.

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