This GoodTime Master Service Agreement (“GoodTime MSA”) are between Etch Mobile, Inc. dba GoodTime (“GoodTime”) and the customer entity that has purchased a subscription to the GoodTime Service (“Customer” or “you”). The “Effective Date” of this GoodTime MSA is the date which is the earlier of (a) Customer’s initial access to the GoodTime Service through any online provisioning, registration or order process or (b) the start date of the first Ordering Document with respect to this GoodTime MSA. We may revise and update this GoodTime MSA from time to time. All changes are effective within 30 days after we post them, and will apply to all access to and use of the GoodTime Services thereafter. The parties may enter into order forms, work orders or statements of work referencing this GoodTime MSA which set forth the Goodtime Services to be provided, the fees payable by Customer and other related terms and conditions (each an “Ordering Document”). Each Ordering Document is incorporated by reference into this GoodTime MSA. The “Agreement” means, collectively, this GoodTime MSA, all Ordering Documents, and all documents incorporated by reference herein. This Agreement governs your access to and use of the GoodTime Services.
GoodTime will maintain and support the GoodTime Service in accordance with the terms provided herein and the applicable support plan in the Ordering Document.
1. Availability and Contacts.
Technical Support. GoodTime will make technical support available to Customer by e-mail or chat 7 days per week, 24 hours per day. GoodTime’s support personnel will provide Customer with remote assistance for help in using and operating the GoodTime Service and to accept reports of Errors in the GoodTime Service. GoodTime will ensure that each of its personnel performing any maintenance and support services are experienced, knowledgeable and qualified in the use, maintenance and support of the GoodTime Service.
Contact information for technical support is as follows:
E-mail: support@goodtime.io
2. Performance Standards
2.1 Definitions. The following definitions will apply with respect to this Section 2:
(A) “Actual Availability” means Total Scheduled Availability minus Downtime.
(B) “Downtime” means the time that Customer’s Permitted Users are not able to (a) access the GoodTime Service, (b) perform ordinary functions to use or receive GoodTime Service in accordance with Documentation, or (c) utilize the GoodTime Service for normal business operations, excluding Excused Downtime.
(C) “Excused Downtime” means Downtime as a result of any of the following: (a) System Maintenance, (b) a Force Majeure Event, (c) any failure or malfunction of the technology, network, equipment, product or service of Customer, its Permitted Users or Customer’s suppliers, or (d) a suspension of the GoodTime Service due to Customer’s breach of the Agreement.
(D) “System Availability” with respect to the GoodTime Service will be calculated on a calendar monthly basis using the following formula: (Actual Availability divided by Total Scheduled Availability) multiplied by 100%.
(E) “System Maintenance” means time that the GoodTime Service are not accessible to Customer due to maintenance. System Maintenance includes scheduled maintenance and unscheduled, emergency maintenance.
(F) “Total Scheduled Availability” means the total number of minutes in a calendar month, excluding Excused Downtime.
2.2 Service Level Standards. GoodTime will maintain the following service levels for the GoodTime Service (collectively, the “Service Levels”):
(A) System Availability Service Level. GoodTime will provide 99.9% System Availability on a calendar month basis.
(B) System Maintenance Notice. GoodTime will provide Customer with at least 24 hour prior written notice of any System Maintenance and will use reasonable efforts to provide advance written notice for unscheduled, emergency maintenance. GoodTime will provide such notices to Customer by email to an address provided by Customer or via GoodTime’s customer portal. System Maintenance in any given calendar month will not exceed 6 hours per calendar month, and will typically be performed between the hours of 6:00 pm and 3:00 am PT on Fridays and weekends.
(C) SLA Credits. To receive a service credit, Customer must submit a claim by emailing GoodTime at support@goodtime.com (“SLA Credit”). To be eligible, the credit request must be received by GoodTime by the end of the second contract calendar month after which the incident occurred and must include:
(D) SLA Credits for System Availability Failure. GoodTime will provide Customer with one (1) SLA Credit for each two (2) full hours of Downtime that occurred during the period of System Availability failure. An SLA Credit is a credit approved and given to Customer in the form of partially extending Customer’s Subscription Term. One (1) SLA Credit means one (1) day extension of Customer’s Subscription Term and will not result in a refund of any Customer fees due or previously paid. SLA Credits are Customer’s exclusive remedy for Downtime.