OptiSigns Service Level Agreement Description

Last Updated: 8/24/2022

This OptiSigns Service Level Agreement (this "SLA") between OptiSigns Inc. ("OptiSigns", "us" or "we") and users of the OptiSigns Services ("you") governs the use of the OptiSigns Digital Signage Cloud Content Management Services, in addition to the OptiSigns Terms of Service (the "Terms"). Unless otherwise provided herein, this SLA is subject to the provisions of the Terms.

1. OptiSigns Service Level Commitment: 99.99% Uptime

OptiSigns will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage of at least 99.99% during any monthly billing cycle (the "Service Commitment"). Subject to the SLA Exclusions, if we do not meet the Service Commitment, you will be eligible to receive a Service Credit.

A Monthly Uptime Percentage of 99.99% means that we guarantee you will experience no more than 5 min/month of Unavailability, subject to the SLA Exclusions.

2. Definitions​

"Maintenance" means scheduled Unavailability of the 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 OptiSigns Services were Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.

“Service” or “OptiSigns Service” means OptiSigns Digital Signage Cloud Content Management Platform licensed to you to manage and display content on your digital signage screens.

"Service Credit" means a monetary credit, calculated as set forth below, that we may credit back to an eligible account.

“SLA Exclusion” means an exclusion from the Service Commitment listed in Section 6 below.

“Third party integration” or “Third party API” means application interfaces from third parties such as Facebook or Google that enable your content (e.g. Facebook posts or Google Calendar) to be pulled from such third party to the OptiSigns Service.

"Unavailable" and "Unavailability" mean users cannot log in to OptiSigns Cloud Management portal or the OptiSigns Service is not functional due to a technical issue that is our fault and within our control. This excludes network and hardware failure of users (e.g. the app functions on one of your devices, but not the other) and circumstances that are out of our control (e.g. third-party API outages or policy changes that cause a Third Party API to cease functioning).

3. Service Commitments and Service Credits

Service Credits are calculated as a percentage of the total charges due on your OptiSigns Service 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 99.99% but equal to or greater than 99.0%, you will be eligible for a Service Credit of 10%.
• For Monthly Uptime Percentage less than 99.0% but equal to or greater than 95.0%, you will be eligible for a Service Credit of 30%.
• For Monthly Uptime Percentage less than 95.0%, you will be eligible for a Service Credit of 100%.

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4. Sole Remedy and Limitations

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.

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 Unavailability occurred. Service Credits will not entitle you to any refund or other payment from OptiSigns. 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.

5. Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by emailing support@optisigns.com. To be eligible, the credit request must be received within 30 days of the Unavailability 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 applicable account identifier(s); and
• an explanation of which commitment to uptime was not met.

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If the Monthly Uptime Percentage of such request is confirmed by us and to be 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. If we disagree with the claim, we will reply with an explanation.

6. SLA Exclusions

The Service Commitment does not apply to any Unavailability:

1. That results from a suspension or termination of your account, as described in the Terms;
2. Caused by factors outside of our reasonable control, including any force majeure event, internet access, or problems beyond the demarcation point of the OptiSigns network;
3. That results from any actions or inactions of you or any third party;
4. That results from your use of OptiSigns Service that is not consistent with Terms;
5. That results from the equipment, software or other technology of you or any third party (other than third party equipment within our direct control);
6. That results from failures of OptiSigns Service not attributable to Unavailability; or
7. 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.