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This Service Level Agreement (“SLA”) defines the service level commitment for the delivery of eligible SaaS telematics solutions (collectively “SaaS Services” or individually “SaaS Service”) by Spireon, Inc. (“Spireon”) to customers who meet the requirements specified in Section 2 of this SLA (“Eligible Customer”). This SLA is an addendum to any Subscription Service Agreement entered into by the parties.
Spireon will provide Eligible Customers Access to eligible SaaS Service applications twenty-four hours a day, seven days a week at a rate of 99.90% (“SaaS Services Uptime Metric”), subject to the exclusions listed in Section 6 of this SLA.
To be eligible under this SLA, a customer must register for the program, use an eligible SaaS Service application, have an active Subscription Services Agreement with Spireon, and have paid all invoices in full. This SLA does not apply to customers who purchased SaaS Services from resellers, distributors, or third parties. Spireon in its sole discretion reserves the right to determine eligibility or change the eligibility requirements. Customers that already have a service level agreement in their Subscription Service Agreement with Spireon are not eligible for this SLA.
To be eligible for service credits, customer must register for the program on http://www.spireon.com/performance-guarantee. Spireon will automatically calculate credits for Eligible Customers who have registered for the program. Credits will not be applied to time periods prior to registration. Spireon will apply credits to Eligible Customer’s invoices within 60 days after the end of the year.
Eligibility under this SLA is limited to the use of SaaS Service applications listed and tracked on http://status.spireon.com/. Private, custom, and white label applications are specifically excluded under this SLA. Spireon in its sole discretion may update or amend the qualifying applications list at any time and without prior notice to Eligible Customer.
The SaaS Services Uptime Metric is measured solely by Spireon on a calendar year basis. The SaaS Services Uptime Metric is calculated based on the following formula:
Total Annual Uptime / (Total Annual Hours – Exclusions)
“Uptime” means the total amount of time Eligible Customer was able to log in to their SaaS Service application and Access their landing page. “Total Annual Hours” means all hours in a given calendar year. Exclusions are listed in Section 6 of this SLA.
If the SaaS Services Uptime Metric is not met in a calendar year, then the service credits will be awarded for each month the SaaS Services Uptime Metric was not met. If the annual SaaS Services Uptime Metric is met in a calendar year, then no service credits will be applied even if the SaaS Services Uptime Metric was not met in an individual month. Service credits will be calculated according to the following table:
|Availability||Credit Amount of Monthly Fee for Affected Subscriptions*|
|99.89% - 98.00%||2%|
|97.99% - 96.00%||4%|
For example, assume an Eligible Customer uses a qualifying SaaS Service application and pays a Monthly Fee of $10 per unit. Now assume that within a given year the SaaS Services Uptime Metric was 96.00% in March, 99.50% in June, 97.20% in November, 99.90% in all other months, and averaged 98.2% for the entire year. Eligible Customer would be awarded service credits because the annual SaaS Services Uptime Metric was below 99.90%. Eligible Customer would receive a credit of $0.40 per unit for March, $0.20 per unit for June, and $0.40 per unit for November. Spireon would apply the total $1.00 per unit credit to Eligible Customer’s invoice within 60 days after the end of the year. On the other hand, if the SaaS Services Uptime Metric was 99.50% in June and averaged 99.95% for the entire year, the Eligible Customer will not receive any service credits for June.
“Monthly Fee” means the actual amount billed per unit in a month for service. For purposes of calculating the credits for prepaid plans in our automotive finance sector, the Monthly Fee for purposes of service credit calculations is specified in the following table.
|Plan Status||Assigned “Monthly Fee”|
|36 Month CDMA Lender Express Bundle||$7|
|All Other Device & Data Bundles||$3|
|Devices under Renewal Plans||$2|
If a prepaid plan is renewed, then the Monthly Fee is $2 per unit. For example, if an Eligible Customer pre-pays for three years of service under the 36 Month CDMA Lender Express Bundle, for purposes of this SLA, the Monthly Fee will be $7 per unit. Therefore, the maximum potential credit per month for this prepaid customer is 7% of $7. If the Eligible Customer then renews their service for one year, then for purposes of the SLA, the Monthly Fee will be $2 per unit and the maximum potential credit per month is 7% of $2.
Exclusions include time that the Eligible Customer is unable to Access the application and landing page due to the following:
Eligible Customers may visit http://status.spireon.com/ to determine if they might be owed a credit. If an Eligible Customer uses one of the SaaS Service applications listed on http://status.spireon.com/ and the SaaS Services Uptime Metric for that application is below 99.90% at the end of the year, then Eligible Customer may be due a credit for the months the SaaS Services Uptime Metric was not met. However, credits will not be applied to time periods prior to Eligible Customer registration at http://www.spireon.com/performance-guarantee.
Spireon’s maximum liability to Eligible Customer under this SLA is 7% of the service portion of the invoice for the applicable calendar month in which the SaaS Services Uptime Metric was not met unless the annual SLA was 99.90% or greater in which case the maximum liability would be zero percent. Except for the credits identified in this SLA, this SLA does not modify or amend the written contract executed by the parties or any other terms and conditions to which Eligible Customer is subject, including but not limited to any warranty disclaimers or limitation of liability provisions. Spireon reserves the right to change or discontinue this SLA at any time or for any reason.
THE PROVISIONS OF THIS SLA ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR SPIREON’S FAILURE TO MEET THE STANDARDS IN THIS SLA.