This Support and Availability Policy (the “Policy”) sets forth the policies and procedures with respect to services (the “Service”) provided by Chalk to a customer (“Customer”) pursuant to a separate Service agreement between Chalk and Customer (a “Customer Agreement”).
As further described below, Chalk will use commercially reasonable efforts to: (i) provide Customer with 99.9% availability to the Service (the “Service Availability”); and (ii) provide Standard Support to Customer.
If the Service becomes substantially unavailable to Customer due to defects with the Service, Chalk will respond to Customer (i) within eight (8) hours from Customer’s notification to Chalk of such unavailability, if during normal business hours (Monday-Friday, 8:00am – 6:00pm Pacific), or (ii) within eight (8) hours of the start of the next business day, if outside of normal business hours. The Service Availability will be measured on a monthly basis, with all hours weighted equally, but the Service Availability measurement will exclude reasonable scheduled downtime for system maintenance as well as any downtime or performance issues resulting from third party connections, services or utilities or other reason beyond Chalk’s control (including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Chalk employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Chalk’s possession or reasonable control, and denial of service attacks). If the Service is unavailable to Customer due to defects with the Service beyond the Service Availability metric, then, as Customer’s sole and exclusive remedy (and Chalk’s sole liability), Chalk will provide Customer a credit of a percentage of the monthly prepaid Service fee amount, as follows:
| Availability | Credit |
|---|---|
| 97.5% - 99.8% | 5% |
| 95% - 97.5% | 10% |
| < 95% | 20% |
In order to receive downtime credit, Customer must notify Chalk support within seventy-two (72) hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Credits will be applied to Customer’s next invoice (which may be for Services or for Chalk Credits). All credits provided hereunder are nonrefundable.
Chalk will provide support to Customer for defects with the Service in accordance with the Service Plan selected by Customer. Any other support services are outside of the scope of this policy and must be separately agreed in writing by Customer and Chalk. Customer may designate an unlimited number of support contacts (“Designated Support Contacts”), and all support requests must come through the Designated Support Contacts. Customer may update the Designated Support Contacts by providing notice to Chalk.