This Member Splash Service Level Agreement (“SLA”) between Member Splash (“Member Splash”, “us” or “we”) and users of the Member Splash Services (“you”) governs the use of the Member Splash membership platform (“Services”) under the provisions of the Member Splash Terms of Service.
Unless otherwise provided herein, this SLA is subject to the provisions of the Terms.
1. Member Splash Service Commitment: 99.95% Uptime
Member Splash will use commercially reasonable efforts to make your Member Splash site available with a Monthly Uptime Percentage of at least 99.95% 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 99.95% means that we guarantee you will experience no more than ~22 min/month of Unavailability.
“Maintenance” means scheduled Unavailability of the Services.
“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the 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 below, that we may credit back to an eligible account.
“Unavailable” and “Unavailability” mean when your service is not running or not reachable due to Member Splash’s fault.
3. Service Commitments and Service Credits
Service Credits are calculated as a percentage of the prorated monthly fee for your Services, to be applied to your next annual invoice.
For example, if the Service is Unavailable for 1 hour (exceeding the 99.95% uptime guarantee) you would be eligible for a Service Credit for the entire hour. The amount of the credit would equal ( your annual fee / 525,600 (number of minutes in a year) ) * 60 (minutes of Unavailability). This amount would be credited on your next invoice for service.
We will apply any Service Credits only against future payments for the Services otherwise due from you. Service Credits will not entitle you to any refund or other payment from Member Splash. Service Credits may not be transferred or applied to any other account.
4. 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.
5. Credit Request and Payment Procedures
To receive a Service Credit, you must submit a report of outage at the time of the incident by either contacting our Support Center and indicating the URL of the affected site as well as the nature of the service interruption. To be eligible, the credit request must be received by us by the end of the day in which the claimed outage occurred. All Member Splash sites are monitored constantly via a third party monitoring platform to ensure availability and alert our team immediately in the event of an outage. The service availability logs from the monitoring platform will be considered the authoritative determinant of service availability.
Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.
6. SLA Exclusions
The Service Commitment does not apply to any Unavailability:
- That results from a suspension or Remedial Action, as described in the Terms;
- Caused by factors outside of our reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the Member Splash network, such as loss of internet access at a club or issues with an Internet Service Provider that prevent access to the Member Splash Services when those Services are otherwise verifiably running and reachable as reported by the third party monitoring platform;
- That results from any actions or inactions of you or any third party;
- That results from the equipment, software or other technology of you or any third party (other than third party equipment within our direct control);
- 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.