Hosted Service Policy

HOSTED SERVICE POLICY
This is xMatters’ Hosted Service Subscription Policy (“Policy”). This Policy, along with any terms specified in an ordering schedule and/or a Hosted Service Subscription Agreement signed by a Client and xMatters form the complete Hosted Service Subscription agreement.
(Updated February 2017)

TERMS AND CONDITIONS

 

1. DEFINITIONS.
“Affiliate” means, with respect to a party, any entity which directly or indirectly Controls, is Controlled by, or is under common Control with such party.
“Client Data” means all data stored by Client or any of its Affiliates in the Hosted Service.
“Client Equipment” means Client’s and its Affiliates’ computer hardware, software and network infrastructure used to access the Hosted Service.
“Confidential Information” has the meaning set forth in Section 11.
“Control” means ownership or control, directly or indirectly, of more than 50% of the voting interests of the subject entity.
“Documentation” means the description of the Hosted Service as generally available on the xMatters website.
“Extension Term” means each renewal subscription period for which the subscription term applicable to an Order Form is extended pursuant to Section 13.
“Hosted Service” means the hosted, on demand Web-based provision of applications, application programming interfaces and platform services provided by xMatters, which is installed on and accessed from xMatters owned and/or controlled computer systems via the Internet.
“Initial Term” means the first subscription term period for the Hosted Service defined on an Order Form, or if no such period is defined, twelve (12) months, commencing on the date Client executes such Order Form.
“Order Form” means an ordering document for the Hosted Service signed by xMatters and Client.
“Services” means the installation, implementation, training or other professional services provided hereunder by xMatters to Client.
“Subscription Fees” mean the fees paid by Client for the right to access and use the Hosted Service and receive standard support during the Term.
“System Availability” means the percentage of total time during which the Hosted Service network is available to Client and Client is able to access the Hosted Service system interface.
“Taxes” means any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes.
“Term” means the Initial Term and each subsequent Extension Term, unless terminated in accordance with Section 13.2, applicable to each Order Form.
“Users” means Client’s and its Affiliates’ employees, agents, contractors or consultants who are authorized by Client to use the Hosted Service and who have been supplied user identifications and passwords by Client or by xMatters at Client’s request.
“Work Product” means all work developed or created by xMatters during the course of providing support or Services to Client. Work Product does not include any Client Data or Confidential Information.
2. TERMS OF HOSTED SERVICE. xMatters shall make the Hosted Service available to Client in accordance with this Agreement, the Documentation, and each Order Form mutually entered into. Subject to the terms of this Agreement, xMatters grants Client and its Affiliates a world-wide, fully-paid, royalty-free, limited term, non-sublicensable, non-transferable, and nonexclusive license to access and use the Hosted Service for Client’s internal business purposes.
3. CLIENT RESPONSIBILITIES RELATING TO USE OF THE HOSTED SERVICE.
3.1 Client is responsible for obtaining and maintaining any Client Equipment and any ancillary services needed to connect to, access or otherwise use the Hosted Service.
3.2 Client agrees to use the Hosted Service in compliance with applicable law (including but not limited to telecommunications, anti-spam, and do not call laws), and not: (a) resell, sublicense, lease, time-share or otherwise make the Hosted Service available to any third party other than as contemplated by this Agreement; or (b) use the Hosted Service to send or store infringing or unlawful material or material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.
3.3 Client agrees to not (a) modify, copy or create derivative works based on the Hosted Service; (b) reverse engineer the Hosted Service; (c) access the Hosted Service for the purpose of building a competitive product or service or copying its features or user interface; (d) create Internet “links” to or from the Hosted Service, or “frame” or “mirror” any content forming part of the Hosted Service, other than on Client’s or its Affiliates’ own intranets or otherwise for its or its Affiliates’ own internal business purposes; or (e) use the Hosted Service, for purposes of  benchmarking or other comparative analysis intended for publication without xMatters’ prior written consent.
3.4 The license granted hereunder is limited to the maximum number of Users licensed (where applicable) and any additional terms and conditions specified on an Order Form, as well as the xMatters policy on messaging limits in effect as of the effective date of the then-current Initial or Extension
Term. In the event Client exceeds such usage, xMatters will inform Client and Client must either correct such excess usage or pay any additional fees within fourteen (14) days or xMatters has the right to terminate this Agreement immediately.
4. CONSULTING SERVICES. Consulting Services will be provided on the terms set forth in a mutually executed Order Form or statement of work at the fees specified therein.
5. OWNERSHIP.
5.1 As between the parties, xMatters shall retain all ownership rights in the Hosted Service, the technology, software, hardware, products, processes, algorithms, user interfaces and know-how related to the Hosted Service and Work Product, in each case to the extent not constituting Client Information
(as defined below). Client shall retain all ownership rights in the Client Data and all data, text, files, data, output, or other information material that Client or its Affiliates provides, develops, generates, or creates in conjunction with the Hosted Service (collectively, “Client Information”). xMatters hereby
grants Client a royalty-free, fully paid-up, nonexclusive, perpetual, irrevocable, worldwide, transferable (only to a successor in interest by way of merger, reorganization or sale of all or substantially all assets or equity), license to use, copy, modify or distribute the Work Product for its internal business purposes. No license, right or interest in any xMatters or Client trademark, copyright, trade name or service mark is granted hereunder.
5.2 xMatters shall own any suggestions, enhancement requests, recommendations or other feedback provided by Client or its Users relating to the operation of the Hosted Service.
6. FEES.
6.1 Unless otherwise specified on an Order Form, the Subscription Fees stated in each Order Form shall be effective during the Initial Term specified in that Order Form and Subscription Fees for the Initial Term and each Extension Term shall be payable in advance. If additional User subscriptions are added under an existing Order Form the term of the additional User subscriptions shall be coterminous with the expiration of the Term applicable to such Order Form and the pricing for the additional User subscriptions shall be the same as that defined in such Order Form, prorated for the remainder of the Term. If client does not cancel the Order Form at least 30 days prior to the last day of the Term, the Order will automatically extend for the same duration as the previous order or extension.
6.2 All undisputed fees due hereunder shall be due and payable within thirty (30) days of receipt of invoice. Any payment not received from Client by the due date may result in suspension of Client’s ability to access the Hosted Service until payment is made.
6.3 Unless otherwise provided, xMatters’ fees do not include any Taxes, and Client is responsible for paying all Taxes arising from its purchases hereunder, excluding Taxes based on xMatters’ net income or property. If xMatters has the legal obligation to pay or collect Taxes for which Client is responsible, the appropriate amount of such Taxes shall be invoiced to and paid by Client, unless Client provides a valid tax exemption certificate authorized by the appropriate taxing authority.
6.4 Client shall reimburse xMatters for all reasonable, pre-approved and appropriately documented, out-of-pocket travel and related expenses incurred by xMatters in performing Services at Client’s location, in each case in accordance with Client’s standard expense policy if provided to xMatters in advance of incurring such expenses. Client shall be responsible for its own travel and out-of pocket expenses associated with attending any training services at an xMatters facility.

7. SUPPORT. Provided Client is current in payment of Subscription Fees due, xMatters shall provide support in accordance with the terms and conditions described in xMatters’ then current technical support policy. As long as this Agreement is in effect, the level of support shall not be materially less than that defined in xMatters’ technical support policy in effect as of the Effective Date.
8. WARRANTIES.
8.1 Each party represents and warrants that (i) it has the legal power to enter into and perform under this Agreement; and (ii) it shall comply with all other applicable laws in its performance hereunder.
8.2 xMatters warrants that the Hosted Service will perform in all material respects in accordance with the Documentation. As Client’s sole and exclusive remedy and xMatters’ entire liability for any breach of the foregoing warranty, xMatters will fix, provide a work around, or otherwise repair or replace the nonconforming Hosted Service, or, if xMatters is unable to do so, terminate the license for the Hosted Service and return the Hosted Service Fees paid to xMatters for the period beginning with Client’s notice of nonconformity through the remainder of the Initial Term or Extension Term, as applicable.
8.3 xMatters warrants that the Hosted Service will meet the Hosted Service System Availability level set forth in the Service Level Agreement (the “SLA”) in Schedule A. In the event of a breach of the foregoing warranty, as Client’s sole and exclusive remedy, xMatters will provide the remedy set forth in the SLA.
8.4 The Hosted Service performance and System Availability warranties set forth in Sections 8.3 and 8.4 respectively, shall not apply to the extent any problem which results in the Hosted Service performance or System Availability to be other than as warranted is due to: (i) third party software, hardware or network infrastructure outside of xMatters’ data center and not under the direct control of xMatters; (ii) failure of the external internet beyond xMatters’ network; (iii) electrical or internet access disruptions; (iv) any actions or inactions of Client in violation of this Agreement; (v) attacks (i.e. hacks, denial of service attacks, malicious introduction of viruses and disabling devices) caused by third parties; or (vi) a Force Majeure event.
8.5 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY NOR ITS LICENSORS OR SUPPLIERS MAKES ANY WARRANTIES OF ANY KIND, WHETHER IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. XMATTERS DOES NOT WARRANT THE OPERATION OF THE HOSTED SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

9. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY.
9.1 xMatters shall defend, indemnify and hold Client, its Affiliates and each of their respective officers, directors, employees (collectively, “Client Group”), and agents harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against any member of Client Group by a third party alleging that use of the Hosted Service as contemplated hereunder (i) violates any applicable law or regulation or (ii) infringes the intellectual property rights of such third party, provided Client (a) promptly gives written notice of the Claim to xMatters (provided that the obligations under this Section 9.1 shall not be reduced by the failure to give such notice except to the extent xMatters is materially prejudiced by such failure); (b) gives xMatters sole control of the defense and settlement of the Claim (provided that xMatters may not settle any Claim unless it unconditionally releases Client of all liability and obligation); and (c) provides to xMatters, at xMatters’ cost, all reasonable assistance.
9.2 xMatters will, at its sole option and expense: (i) procure for Client the right to continue using the Hosted Service under the terms of this Agreement; (ii) replace or modify the Hosted Service to be non-infringing without material decrease in functionality; or (iii) if the foregoing options are not reasonably practicable, terminate the license for the infringing Hosted Service and refund Client all prepaid fees for the remainder of the then current subscription term after the date of termination.
9.3 xMatters shall have no liability for any Claim to the extent the Claim is based upon (i) the use of the Hosted Service in combination with any other
product, service or device not furnished or approved by xMatters, if such Claim would have been avoided by the use of the Hosted Service, without such product, service or device; or (ii) Client’s use of the Hosted Service other than in accordance with this Agreement.
9.4 THE PROVISIONS OF THIS SECTION 9 SET FORTH XMATTERS’ SOLE AND EXCLUSIVE OBLIGATIONS, AND CLIENT’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

10. INDEMNIFICATION BY CLIENT.
Client shall defend, indemnify and hold xMatters, its Affiliates and each of their respective officers, directors, employees (collectively, “xMatters Group”), and agents harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with Claims made or brought against xMatters any member of xMatters Group, by a third party alleging that the Client Data created and stored by Client in the Hosted Service or otherwise provided to xMatters in connection with the Agreement (i) violates any applicable law or regulation; or (ii) infringes any patent, copyright or other intellectual property right of a third party; provided, that xMatters (a) promptly gives written notice of the Claim to Client (provided that the obligations under this Section 10 shall not be reduced by the failure to give such notice except to the extent Client is materially prejudiced by such failure); (b) gives Client sole control of the defense and settlement of the Claim (provided that Client may not settle any Claim unless it unconditionally releases xMatters of all liability and obligation); and (c) provides to Client, at Client’s cost, all reasonable assistance.

11. CONFIDENTIALITY.
11.1 As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in Order Forms), Client Data, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information (except Client Data) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (iii) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to Disclosing Party.
11.2 Receiving Party shall not disclose any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement, except with Disclosing Party’s prior written consent. Receiving Party shall protect the confidentiality of Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). xMatters represents and warrants that it will maintain the confidentiality of Client Data in accordance with all applicable laws and, except as required by applicable law, will not disclose Client Data to any third party for any purpose other than to provide the Hosted Service or Services to Client, provided, however, that xMatters may compile aggregate data related to xMatters clients’ usage, as a group, of the Hosted Service and may disclose such aggregate data to third parties to the extent that Client is not identified as the source of such data. Each party represents and warrants that it will collect, maintain and handle all personal data in compliance with all applicable data privacy and protection laws. Receiving Party shall promptly notify Disclosing Party if it becomes aware of any actual or reasonably suspected breach of confidentiality of Disclosing Party’s Confidential Information.
11.3 If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, it shall provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if Disclosing Party wishes to contest the disclosure.
11.4 If Receiving Party discloses (or threatens to disclose) any Confidential Information of Disclosing Party in breach of confidentiality protections hereunder, Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate.
11.5. Upon any termination of this Agreement, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party’s Confidential Information and, upon request and to the extent practicable, return to the Disclosing Party or destroy (at the Disclosing Party’s election) all materials containing such Confidential Information.

12. LIMITATION OF LIABILITY.
12.1 EXCEPT (i) FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS; OR (ii) EITHER PARTY’S MATERIAL BREACH OF SECTION 11 (“CONFIDENTIALITY”), IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE SUBSCRIPTION FEES PAID OR PAYABLE TO XMATTERS DURING TWELVE MONTHS PRIOR TO THE CLAIM.
12.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS OR SUPPLIERS HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. TERM AND TERMINATION.
13.1 This Agreement commences on the Effective Date and continues until all User subscription licenses granted in accordance with this Agreement have expired or been terminated. The Initial Term applicable to each Order Form commences upon Client’s execution of such Order Form. If not cancelled at least 30 days prior to the expiration of the Term, the Hosted Service subscription term applicable to such Order Form shall automatically renew for an Extension Term equivalent to the previous Term.
13.2 A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach of this Agreement if such breach remains uncured at the expiration of such period; (ii) immediately upon written notice if the other party becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding; or (iii) as otherwise provided herein. Upon any termination for cause by Client, xMatters shall refund Client any prepaid fees for the remainder of its subscription term after the date of termination.
13.3 The parties’ rights and obligations under Sections 5, 6, 8.5, 9-12, 13.3, and 14 shall survive termination of this Agreement.
13.4 Upon the effective date of termination of an Order Form or this Agreement, Client’s license to use the Hosted Service will cease.

14. General
14.1 If Client is a federal government entity, xMatters provides the Hosted Service, including related technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Hosted Service include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If greater rights are needed, a mutually acceptable written addendum specifically conveying such rights must be included in this Agreement.
14.2 The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created hereby. There are no third party beneficiaries to this Agreement.
14.3 Notices shall be in writing and delivered by nationally recognized overnight delivery service or certified or registered U.S. Mail, and are effective upon proof of delivery.
14.4 No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by Client and xMatters. To the extent of any conflict between this Agreement and any other schedule or attachment, this Agreement shall prevail unless expressly stated otherwise. Notwithstanding any language to the contrary therein, no terms stated in a purchase order or similar ordering document (other than a statement of work or other mutually executed order document expressly incorporated herein) shall be incorporated into this Agreement, and all such terms shall be void. This Agreement represents the entire agreement of the parties, and supersedes all prior or contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
14.5 Either party may include the other’s name or logo in Client or vendor lists in accordance with the other’s standard guidelines.
14.6 No failure or delay in exercising any right hereunder shall constitute a waiver of such right. Except as otherwise provided, remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.
14.7 Neither party shall be liable to the other for any delay or failure to perform hereunder due to a natural disaster, action or decree of governmental bodies, communications line failure, or other circumstance beyond the reasonable control of a party that (i) hinders, delays or prevents a party in performing any of its obligations, and (ii) by the exercise of reasonable diligence such party is unable to prevent or provide against.  Majeure Event”).
14.8 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms hereunder), without consent of the other party, to its successor in interest resulting from a merger, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in breach of this Section shall be void. This Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
14.9 Each party agrees to comply with all applicable regulations of the United States Department of Commerce and with the United States Export Administration Act, as amended from time to time, and with all applicable laws and regulations of other jurisdictions with respect to the provision and use of the Hosted Service.
14.10 This Agreement shall be governed exclusively by the internal laws of the state of California, without regard to its conflicts of laws rules. Any dispute arising under this Agreement shall only be brought in the courts located in Contra Costa County, California. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

SCHEDULE A TO HOSTED SERVICE AGREEMENT / POLICY (“Agreement”)
Service Level Agreement

1. General Terms Applicable to this SLA:

a. Definitions. Except as otherwise modified or defined herein, all capitalized terms in this Schedule A have the same meanings as set forth in the Agreement.

b. Service Credits

i. “Service Credit” means the percentage of the pro-rated monthly Subscription Fees for the Hosted Service that is awarded to Client for a validated claim related to breach of the Hosted Service System Availability warranty during that month.
ii. In any given month, Client shall in no event be entitled to receive a credit that exceeds 100% of its monthly Subscription Fee.
iii. Service Credits may only be redeemed at time of renewal of the Agreement for an Extension Term. Upon Client’s renewal of the Agreement for an Extension Term, Service Credits earned by Client hereunder will be applied against Subscription Fees due for the Extension Term. If Service Credits cannot be applied to future Subscription Fees because the Agreement has expired or terminated or for any other reason, xMatters will promptly pay Client the amount of the Service Credit.

c. SLA Claims

i. Client must notify xMatters within 5 business days from date of incident it first believes entitles it to receive a remedy under the Hosted Service System Availability warranty set forth below.
ii. For all claims subject to validation by xMatters, xMatters will use log files, database records, audit logs, and any other information available to validate claims and make a good faith judgment on the applicability of Service Credits to said incident. xMatters shall make information used to validate a Service Credit claim available for auditing by Client at Client’s request.
iii. The remedies set forth herein represent Client’s sole and exclusive remedy for xMatters’ breach of the Hosted Service System Availability warranty defined in this Schedule A.

2. Hosted Service System Availability Warranty

    1. xMatters warrants the following minimum levels of  Hosted Service System Availability during each calendar month:

                                              i.     xMatters STARTER products: 99.5%

                                            ii.     xMatters BASE products (excluding Business Continuity): 99.90%

                                          iii.     xMatters ADVANCED products (excluding Business Continuity): 99.95%

                                          iv.     xMatters Business Continuity BASE & ADVANCED products: 99.99%

b. For purposes of this Hosted Service System Availability warranty, the following definitions will apply to the calculation of  “availability”:

i. “Hosted Service System Availability” means the percentage of total time during each calendar month during which the production Hosted Service is available to Client, excluding Scheduled Downtime and Emergency Maintenance
ii. “Mandatory Urgent Maintenance” means downtime of the Hosted Service outside of Scheduled Maintenance Window hours that is required to apply urgent patches or fixes, or undertake other urgent maintenance activities. If Mandatory Urgent Maintenance is required, xMatters will immediately contact Client and provide the expected start time, the planned duration of the Mandatory Urgent Maintenance, and whether xMatters expects the Hosted Service to be unavailable during the Mandatory Urgent Maintenance.
iii. “Scheduled Maintenance “ means maintenance that is scheduled in advance with the Client. In the event xMatters expects the Scheduled Maintenance activity to result in the Hosted Service being unavailable to Client, xMatters will provide Client with minimum four (4) business days advance notification. Scheduled Maintenance will not exceed
four (4) hours in any consecutive three month period.

c. Remedy. If the Hosted Service System Availability for BASE or ADVANCED products is less than the percentages defined above, xMatters will provide Client with a Service Credit for the month in which the failure to meet this warranty has occurred. Service Credits are not available for STARTER products. The Service Credit will be calculated in accordance with the table below. If Client submits one or more validated Service Credit claims under this Hosted Service System Availability warranty in each of three (3) consecutive calendar months, Client may terminate the Agreement upon thirty (30) days written notice.

For the xMatters BASE products only (all excluding Business Continuity):

% of the Hosted Service System Availability per Calendar Month Service Credit calculated on a pro-rated monthly basis
≥ 99% and < 99.90% 10%
≥ 98% and <99% 20%
< 98% 30%

For the xMatters ADVANCED products only (all excluding Business Continuity):

% of the Hosted Service System Availability per Calendar Month Service Credit calculated on a pro-rated monthly basis
≥ 99% and < 99.95% 10%
≥ 98% and <99% 20%
< 98% 30%

For the xMatters BASE & ADVANCED Business Continuity products only (e.g., for emergency mass notification use):

% of the Hosted Service System Availability per Calendar Month Service Credit calculated on a pro-rated monthly basis
≥ 99.5% and < 99.99% 10%
≥ 98.5% and <99.5% 20%
< 98.5% 30%