Service level agreement terms applicable to Zendesk Sunshine Conversations Enterprise subscribers

1. Definitions

(a) “Monthly Availability Percentage” means, in respect of a calendar month, the monthly availability percentage for Zendesk Sunshine Conversations platform calculated as follows (and expressed as a percentage): A/(B – C), where “A” means the number of minutes when the Zendesk Sunshine Conversations platform and Zendesk Sunshine Conversations API was available in that month and the number of minutes in that month when the Zendesk Sunshine Conversations platform or Zendesk Sunshine Conversations API was unavailable for less than 5 consecutive minutes (but excluding the number of minutes counted as “C”); “B” means the number of minutes in that month; and “C” means the number of minutes in that month when the Zendesk Sunshine Conversations platform or Zendesk Sunshine Conversations API was unavailable as a result of a Zendesk Sunshine Conversations Exclusion. As used in this definition, “available” means that the Zendesk Sunshine Conversations platform or Zendesk Sunshine Conversations API is available for Subscriber’s use to transmit and receive messages, as measured by Zendesk Sunshine Conversations’ server logs, and “unavailable” has the opposite meaning.

(b) “Monthly Availability SLA” has the meaning set out in Section 3 of this Appendix I.

(d) “Service Level” or “SLA” means the service level performance standards described in Sections 3 of this Appendix I.

(e) “Service Credit” means the amounts that Zendesk Sunshine Conversations may credit to Subscriber for one or more SLA Failures as set out herein.

(f) “SLA Failure” means any failure by Zendesk Sunshine Conversations to attain an SLA in a calendar month that is not caused, directly or indirectly, by an Zendesk Sunshine Conversations Exclusion.

(g) “Zendesk Sunshine Conversations Exclusion” has the meaning set out in Section 5 of this Appendix I.

(h) “Zendesk Sunshine Conversations SLA Support Channels” means the email address at SLA@smooch.io.

2. Zendesk Sunshine Conversations’ Support Obligations

(a) Zendesk Sunshine Conversations shall provide Subscriber with technical support during Business Hours (defined as Monday through Friday 9am to 8pm Eastern Time). Support will be provided through email, chat or telephone and include access to a named support engineer. For general issues and inquiries, Zendesk Sunshine Conversations guarantees a response time of 4 hours during Business Hours, and for degraded service of the Zendesk Sunshine Conversations platform or Zendesk Sunshine Conversations API, Zendesk Sunshine Conversations guarantees a response time of 2 hours during Business Hours.

(b) In the event the Zendesk Sunshine Conversations platform or Zendesk Sunshine Conversations API becoming unavailable for more than 5 consecutive minutes (“Platform Outage”), Subscriber will have access to 24×7 phone and email support with a guaranteed response time of 1 hours.

(c) Zendesk Sunshine Conversations shall furnish Subscriber from time to time with standard operating procedures for implementing the technical support. These procedures may be modified at Zendesk Sunshine Conversations’ discretion, with thirty (30) days prior written notice to Subscriber.

3. Monthly Availability SLA

(a) Zendesk Sunshine Conversations will use commercially reasonable efforts to make the Zendesk Sunshine Conversations platform and Zendesk Sunshine Conversations API available with a Monthly Availability Percentage of at least 99.95% in any calendar month during the Term (the “Monthly Availability SLA”).

(b) Zendesk Sunshine Conversations Platform Upgrades and Scheduled Downtime. Zendesk Sunshine Conversations may, at its discretion Modify the Zendesk Sunshine Conversations Platform, which may require a period of unavailability of the Zendesk Sunshine Conversations Service. Zendesk Sunshine Conversations will use commercially reasonable efforts to limit such unavailability to under 4 hours and to provide 7 day notice to Subscriber of such unavailability (“Scheduled Downtime”).

(c) If Zendesk Sunshine Conversations fails to meet the Monthly Availability SLA in any month during the Term for reasons other than an Zendesk Sunshine Conversations Exclusion, Zendesk Sunshine Conversations will credit to Subscriber a Service Credit in an amount that is equal to 10% of the Fees received by Zendesk Sunshine Conversations for that month per the procedures in section 4 of this Appendix I.

4. Credit Request and Reimbursement Procedures

(a) To receive a Service Credit, Subscriber must submit a claim to Zendesk Sunshine Conversations through the Zendesk Sunshine Conversations SLA Support Channels. To be eligible, the Service Credit claim must be received by Zendesk Sunshine Conversations within the calendar month subsequent to the SLA Failure and must include:

the words “SLA Credit Request” in the subject line;
the applicable calendar month and the specific date, time (including time zone), duration, and services impacted in respect of each alleged incident that contributed to an SLA Failure in respect of which the claim is made;
the affected Subscriber Account; and
documented evidence that corroborate Subscriber’s claimed incident that contributed to an SLA Failure (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

(b) Notwithstanding anything in this Appendix I, any failure by Subscriber to provide sufficient details and other information to confirm and corroborate the Service Credit claim as required above will disqualify Subscriber from receiving a Service Credit for such claim.

(c) If a Service Credit claim is made in accordance with this Section 4 and Zendesk Sunshine Conversations has confirmed that an SLA Failure has occurred, then Zendesk Sunshine Conversations will apply the Service Credit against the Fees payable by Subscriber for the subsequent month following the month in which the Service Credit claim was confirmed.

(d) Except as expressly set out herein, a Service Credit will not entitle Subscriber to any refund or other payment from Zendesk Sunshine Conversations. Subscriber’s sole and exclusive remedy for any SLA Failure is the receipt by Subscriber of a Service Credit (if eligible) in accordance with the terms of this Appendix I.

5. Zendesk Sunshine Conversations Exclusions

No failure by Zendesk Sunshine Conversations to attain an SLA will be considered an SLA Failure and no Service Credit will be provided in respect of such failure, if such failure to attain an SLA is caused, directly or indirectly, by (each, a “Zendesk Sunshine Conversations Exclusion”):

(a) Scheduled Downtime;

(b) any actions or omissions of Zendesk Sunshine Conversations when complying with the request or acting under the direction of Subscriber;

(c) access or use of the Zendesk Sunshine Conversations platform or Zendesk Sunshine Conversations API by Subscriber, Agents, or End-Users contrary to this Agreement;

(d) Subscriber’s breach of this Agreement;

(e) Subscriber’s untimely response, or non-response, to incidents that require Subscriber’s participation (including participation in the source identification or resolution of incidents), as determined by Zendesk Sunshine Conversations;

(f) failures, degradations, or fluctuations in electrical, connectivity, network, or telecommunications equipment or lines, including failures, degradations, or fluctuations caused by Subscriber’s conduct or circumstances beyond Zendesk Sunshine Conversations’ control;

(g) Subscriber’s or a third party’s equipment, software or other technology, including Third Party Services, not within the sole and exclusive control of Zendesk Sunshine Conversations;

(h) the limitation or suspension of the Zendesk Sunshine Conversations Service due to circumstances reasonably believed by Zendesk to be a significant threat to the normal operation of the Services, Zendesk Sunshine Conversations platform or Zendesk Sunshine Conversations API, the operating infrastructure, the facility from which the Services, Zendesk Sunshine Conversations platform or Zendesk Sunshine Conversations API are provided, or the integrity of Service Data (e.g., a hacker or a virus attack);

(i) modifications to the Zendesk Sunshine Conversations Service not made or authorized by Zendesk in writing, including custom HTML, CSS, or JavaScript;

(j) the unavailability of components of the Zendesk Sunshine Conversations platform and Zendesk Sunshine Conversations API which are not essential in the delivery of Zendesk Sunshine Conversations messages between Subscriber’s application and Agents and/or End-Users, such as, but not limited to Zendesk Sunshine Conversations Website, reporting services, or administration tools;

(k) the unavailability of “alpha”, “beta”, “Early Access Program,” “trial” features, Additional Features, or features released for testing purposes;

(l) caused by Internet access or related problems beyond the demarcation point of Zendesk Sunshine Conversations;

(m) arising from Zendesk Sunshine Conversations’ suspension or termination of Subscriber’s right to use the Zendesk Sunshine Conversations Solution; or

(n) denial of service attacks, natural disasters, changes resulting from government, political, or other regulatory actions or court orders, strikes or labour disputes, acts of civil disobedience, acts of war, and other events beyond Zendesk Sunshine Conversations’ reasonable control.

6. Modifications

You acknowledge that Zendesk may modify the support services it offers under these terms at any time.