Voneto guarantees a high-quality experience for its Customers by offering a 100% Service Level Agreement (SLA) for the Network Availability of its Services.
This Service Level Agreement is part of the agreement (“Agreement”) between Voneto LLC (“Voneto”) and a Customer (“Customer”) of Voneto’s Services, defining Voneto’s liability for Outages (as defined herein) and Customer’s exclusive remedy.
1. Definitions
1.1. “The Network” means Voneto’s Services, as defined in its “Communications Services Agreement”. These Services may include inbound and outbound telephony services, as well as contact center software.
1.2. “Unavailability”, “Outages”, or “Downtime” shall be measured by the number of minutes that a trouble ticket shows the Voneto Network, or a Voneto-provided third-party telephone company access circuit in the contiguous U.S., was not available to Customer. The unavailable time is started when a customer opens a trouble ticket either by email or through the Voneto Helpdesk. The unavailable time stops when the applicable network or access circuit trouble has been resolved and the service is again available to the customer.
2. Exclusions
2.1. The SLA shall not include unavailability resulting from Voneto scheduled network maintenance, provided maintenance activities occur during times announced.
2.2. Failure of equipment at Customer’s location, including (but not limited to), firewalls, routers, switches, and power supplies shall be excluded from the SLA.
2.3. When Customer provides its own Internet connectivity (i.e., is not utilizing a fully-managed Voneto circuit,) unavailability caused by Internet Service Provider outages shall be excluded from the SLA.
2.4. The SLA shall not include disruption to Services caused by Customer misconfiguration of equipment, software, or call routing changes applied via Voneto’s customer portal.
2.5. The SLA shall not include unavailability for any time identified on the trouble ticket (if any) attributable to, or caused by, through no fault of Voneto, the following:
2.5.1. Incorrect or incomplete contact information provided by Customer which prevents Voneto from completing the trouble diagnosis and service restoration;
2.5.2. Voneto being denied access to network components at the Customer location when access is required to complete trouble shooting, repair, diagnosis, or acceptance testing;
2.5.3. Customer being unavailable when Voneto calls to close a trouble ticket or verify service restoration,
2.5.4. any other act or omission on the part of Customer; or
2.5.5. down time caused by the Local Exchange Carrier (LEC) local loop for periods where the LEC’s maintenance support is not available.
2.5.6. Reasons of force majeure.
3. Exclusive Remedy
3.1. Customer must open a trouble ticket with Voneto Support while they are experiencing a service problem. The calculation of unavailable time is based on trouble ticket times.
3.2. To receive credit, customer must request it within 30 business days after the month in which the SLA standard was not met. Customer must submit Voneto SLA Credit Request, and provide all required information (e.g., trouble ticket, account information, etc.).
3.3. Customer is responsible for tracking the time (on trouble tickets) that any unit of the Service is unavailable due to Network unavailability.
3.4. If Voneto Support confirms the validity of customer’s request (i.e., that Voneto missed the Network Availability SLA standard), then the customer shall receive a credit to their account equal to one day’s share of the Voneto Service monthly recurring charge (“MRC”) or usage commitment specified for the Service affected by the missed SLA.
4. Limitations Of Liability
4.1. IN NO EVENT SHALL VONETO OR ITS VENDORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE SERVICES OR PRODUCTS PROVIDED HEREUNDER WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF VONETO OR ITS VENDORS OR OTHERWISE. IN NO EVENT SHALL VONETO’S TOTAL LIABILITY HEREUNDER EXCEED THE AMOUNTS PAID BY CUSTOMER TO VONETO IN THE PRIOR TWELVE (12) MONTHS FROM DATE OF CLAIM.
5. Entire Agreement
5.1. This Agreement is the entire agreement between the parties with respect to the subject matter and supersedes any previous statements or agreements, whether oral or written. No amendment or modification of any provision of this Agreement will be effective unless it is in writing and signed by both parties.
6. Binding
6.1. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of Voneto and the Customer. The terms of this Agreement are continuing obligations.
7. Indemnification
7.1. Customer agrees to defend, indemnify and hold Voneto and its affiliates, directors, officers, employees, attorneys, agents, and vendors harmless from any claims or damages relating to this Agreement.
8. Strict Adherence, Force, and Governance
8.1. The failure of either party to demand strict performance by the other party of any of this Agreement will not be a waiver or relinquishment of any rights under this Agreement and either party may at any later time demand strict and complete performance by the other party of the Agreement.
8.2. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect.
8.3. This Agreement will be governed by the laws of the Commonwealth of Pennsylvania, and venue for any disputes will lie exclusively with the appropriate court in Pennsylvania.
