Service Levels

Last Updated: March 3, 2023

1. Definitions

1.1 “Availability” means, as to the Platform provided under a Service Order, the percentage of time that Platform is available to Consumers and End Users calculated as described in Section 2.3.

1.2 “CMNS” means Argyle’s change management notification system available at changelog.argyle.com (or successor system or website designated by Argyle). Customer may subscribe to receive CMNS updates as described on the CMNS (e.g., via email, Slack, or RSS).

1.3 “Scheduled Downtime” means one or more periods when the Platform is not available to Consumers or End Users because Argyle initiated maintenance is being performed, including installation of new or upgraded equipment, software, or other materials or infrastructure used by Argyle to provide the Platform.

1.4 “Status Site” means Argyle’s website displaying uptime measurements and information regarding outages and other incidents affecting the Platform available at status.argyle.com (or successor system or website designated by Argyle). Customer may subscribe to receive Status Site updates (e.g., when Argyle creates, updates, or resolves an incident) as described on the Status Site (e.g., via email, SMS, Slack, Atomic, or RSS). 

1.5 “Third-Party Unavailability” means (i) general overload, slowdown or non-availability of the internet which is otherwise not specific to the Platform; (ii) non-availability of central internet services (e.g., DNS servers) due to virus or hacker attacks; (iii) force majeure (including a partial or complete fallout of Argyle’s primary hosting region); (iv) acts or omissions of Customer or third parties outside of Argyle’s control (including Customer’s Affiliates or Authorized Contractors, End Users, Data Locations, other third-party sites or services that are integrated into or accessible through the Platform, or the ability to access or transmit data to or from any of the foregoing); or (v) problems caused by Customer’s or a Third-Party Platform’s information technology systems (e.g., failure to configure those systems in accordance with the Documentation), or the hardware, software or network infrastructure of third parties to the extent beyond Argyle’s control.

1.6 “Unscheduled Downtime” means one or more minutes during an applicable calendar month where the Platform is unavailable to Consumers and End Users as a direct result of Argyle’s failure to meet an obligation set forth in this Agreement, excluding unavailability which results from Scheduled Downtime or Third-Party Unavailability.

2. Availability; Downtime

2.1 Availability. Argyle will provide the Platform with the goal of achieving Availability of at least 99%. The measurement of Availability and the potential for Customer to receive credits begins in the first full calendar month during which the Platform is used by Consumers to deliver Consumer Data to Customer in connection with this Agreement on a production basis. 

2.2 Scheduled Downtime. Argyle will work with Customer, as reasonably practicable, to arrange for Scheduled Downtime during non-peak hours and will use its best efforts to minimize the need for Scheduled Downtime. Argyle will provide Customer with notice of the Scheduled Downtime via the CMNS. 

2.3 Measuring Availability. First, determine the total number of minutes in the month (“Total Monthly Minutes”). For May, for example, multiply 24 hours per day times 60 minutes in an hour times 31 days in May, totaling 44,640 minutes. Then, determine the total number of minutes of Unscheduled Downtime occurring during that month (“Total Unscheduled Downtime”). Finally, calculate monthly Availability (expressed as a percentage) using the following formula: 

Availability = [(Total Monthly Minutes – Total Unscheduled Downtime)/Total Monthly Minutes] * 100%

3. Service Level Credits

For any month during which actual Availability is less than 99%, on Customer’s (or, where Customer receives the Platform under a Reseller Order, the applicable Reseller’s) written request no later than thirty (30) days following the end of that month, Argyle will provide Customer a service credit on the next billing cycle in connection with the affected Service Order as follows:

4. Purchases through Resellers

Except as otherwise expressly agreed by Customer and Argyle, where Customer receives the Platform under a Reseller Order, Customer’s rights to credits will be as agreed between Customer and that Reseller, and not this SLA.