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Bitglass Service Level Agreement

Service Levels.

During the Term of the applicable Bitglass, Inc. Subscription Agreement and Terms of Service (the "Agreement"), Bitglass will provide you with 99.9% availability to the Services (Bitglass SLA). This availability will be measured on a monthly basis as defined below. If the Services are unavailable to you due to defects with the Services beyond the 99.9% monthly availability target, then, as your sole remedy and Bitglass’ sole liability, Bitglass will provide you Service Credits (as defined below) for the subsequent Service billing cycle as follows:  

Monthly Uptime Percentage

Service Credits

< 99.9% - >= 99.0%

3 days

< 99.0% - >= 95.0%

7 days

< 95.0%

15 days

 

Definitions: 

“Monthly Uptime Percentage” means total number of minutes in a calendar month minus the number of minutes of Downtime (as defined below) suffered in a calendar month, divided by the total number of minutes in a calendar month.

 

“Downtime” means the complete unavailability of the Bitglass Services for which you are a paid subscriber, other than unavailability caused by (i) your internet connections (or disconnections), telecommunications services, or utility services, (ii)  your hardware, software or equipment owned or operated by a party other than Bitglass, (iii) problems resulting from your misuse or unauthorized use of the Bitglass Services, (iv) Scheduled Maintenance (as described below), or (v) a Force Majeure event (as defined in the Agreement). 

 

“Service Credits” means the calendar days of service to be added to the end of your then-current one-year Service term at no additional charge to you in the event the 99.9% Monthly Uptime Percentage target is not met.  Service Credits only expand the duration of your existing subscription to Services by the stated number of days and do not expand the scope of, or features included within, the Services.

 

Maximum Service Credit. The aggregate maximum number of Service Credits to be issued by Bitglass to you for failure to meet the Monthly Uptime Percentage target of 99.9% during a single calendar month shall not exceed fifteen days of Service.  The aggregate maximum number of Service Credits to be issued by Bitglass to you for failure to meet the Monthly Uptime Percentage target of 99.9% that occurs in a single one-year subscription term shall not exceed forty-five (45) days of Service.  Service Credits may not be exchanged for, or converted to, monetary amounts. In no event shall Bitglass owe a refund or any cash amount to you as a result of a failure to meet a Monthly Uptime Percentage target. 

In order to receive a Service Credit, you must notify Bitglass in writing within seventy-two (72) hours from the time of downtime, and failure to provide such notice will forfeit the right to receive Service Credit. 

Bitglass reserves the right, at any time, to perform scheduled maintenance that is designed not to impact the Services in any material respect (“Scheduled Maintenance”). Bitglass will use commercially reasonable efforts to schedule maintenance events that are expected to have an impact on the Services between the hours of 11:00 PM Saturday and 3:00 AM Sunday, Pacific Time.  Bitglass will use commercially reasonable efforts to notify you at least twenty-four (24) hours in advance of Scheduled Maintenance.  Scheduled maintenance shall not count against the Monthly Uptime Percentage.   Bitglass reserves the right to perform unscheduled emergency maintenance at any time.

 

Customer Support and Incident Detection.

In the event that a Service-affecting issue (“Incident”) is detected by Bitglass or reported by you, Bitglass shall categorize the Severity Level of the Incident, in its reasonable discretion, pursuant to the criteria in the table below.  You agree to accept Bitglass’ determination of whether an Incident has occurred and Bitglass’ categorization of the Severity Level of an Incident. Bitglass will consider, in good faith, any difference of opinion regarding such determination or categorization that you bring to Bitglass’ attention.  

  • “Severity One” indicates a total failure of, or severe degradation in, the Services that prevents you from accessing any business resources.

  • “Severity Two” indicates the unavailability of a major subset of the Services, meaning you are unable to access at least one major business resource but are able to access other business resources.

  • “Severity Three” indicates minor Service impact, meaning you are able to access all major business resources.

  • “Severity Four” indicates no Service impact, meaning you can access all business resources.

 

Response times.  Bitglass will use commercially reasonable efforts, via email or phone, to adhere to the following response and update times 24 hours a day, 7days a week: 

Severity Level

Initial Response Time

Update Frequency (following Initial Response)

1

2 hours

2 hours

2

8 hours

1 Business day

3

1 business day

2 business days

4

2 business days

As needed

 

Customer Requirements. As a condition to responding to any Incident, Bitglass requires that you provide a detailed, written explanation of the service-affecting issue and that you provide such cooperation and assistance in resolving the Incident as Bitglass may reasonably request. Bitglass also requires that Your Administrator (as defined in the Agreement) identify a dedicated point of contact who will be available until the issue is resolved. 

Escalation Path

Severity Level Description Bitglass Commitment  Escalation 
 Severity 1
  • Complete shutdown of the Service functions
  • Customer's business impacted 
Bitglass and User will both commit full time resources to resolve the issue.

To Support Manager (1 hr)

To Operations Manager (4 hrs)

To VP Engineering (12 hrs)

To CTO/CEO (48 hrs)

 Severity 2
  • Major subset of a Service fails
  • Severely degraded service
Bitglass and User will both commit full time resources during Standard business hours to resolve the issue. 

To Support Manager (8 hrs)

To Operations Manager (16 hrs)

To VP Engineering (24 hrs)

 Severity 3
  • Minor Service impact
  • Most business operations remain functional
Bitglass and User will both provide resources during Standard business hours to resolve the issue.

To Support Manager (48 hrs)

To Operations Manager (96 hrs)

 Severity 4
  • Information is required on product capability, installation and configuration
  • Minor error or feature requests
Bitglass and User will both provide resources during Standard business hours to provide information/assistance. To Support Manager (96 hrs)

Failure to Timely Respond.In the event that you meet the Customer Requirements and Bitglass fails to respond to your notification of an Incident within the stated time period, or fails to provide a resolution, one or more times in any given month, then, as your sole remedy and Bitglass’ sole liability, Bitglass will provide you a Service Credits (as defined below) for the subsequent Service billing cycle as follows: 

Failure to respond to or to resolve Incident (Severity Levels 1, 2 & 3 only)

Service Credits

2 times

3 days

3 times

7 days

4 times

15 days

For purposes of the foregoing table, “Service Credits” means the calendar days of service to be added to the end of your then-current one-year Service term at no additional charge to you in the event stated Incident response times are not met or resolutions are not provided. Service Credits only expand the duration of your existing subscription to Services by the stated number of days and do not expand the scope of, or features included within, the Services.

 

Maximum Service Credit. The aggregate maximum number of Service Credits to be issued by Bitglass to you for failure to timely respond to an Incident(s) or to provide a resolution that occurs in a single calendar month shall not exceed fifteen days of Service.   The aggregate maximum number of Service Credits to be issued by Bitglass to you for failure to timely respond to an Incident(s) or to provide a resolution that occurs in a single one-year subscription term shall not exceed forty-five (45) days of Service.  Service Credits may not be exchanged for, or converted to, monetary amounts. In no event shall Bitglass owe a refund or any cash amount to you as a result of a failure to resolve Incidents or other issues or to meet any Incident response times.

 

Customer Acknowledgment

You acknowledge that the remedies described in this Bitglass SLA are the only remedies available to you, and Bitglass’ sole liability, for any failure to meet Monthly Uptime Percentage targets or timely respond to, or resolve, Incidents. Any such failure will not be deemed a breach of the Agreement.  You further acknowledge that all warranty disclaimers and liability exclusions set forth in the Agreement apply to this Bitglass SLA.

 

Modifications

Bitglass reserves the right to update and otherwise modify this Bitglass SLA from time to time upon at least thirty (30) days written notice.