By signing below, all Approvers agree to all terms and conditions outlined in this Agreement
This Service Level Agreement, henceforth also known as “SLA,” is between Vehicle Databases Inc. (VDB/Service Provider), henceforth also known as “VDB” and the client for all services and service levels in connection to the Vehicle Data API service, henceforth also known as “ Service.”
The purpose of this SLA is to set expectations for the provision of the Service as it is defined herein with regard to:
This section defines the duration and describes the rules regarding renewal, modification,
amendment, and termination of the SLA:
The following detailed service parameters are the responsibility of VDB in the ongoing support of this Agreement
Service Credits are calculated as a percentage of the total charges due on your Vehicle Databases invoice for the monthly billing cycle in which the Unavailability occurred. Charges are calculated, based on the impact to your Application.
Service Credit shall be issued to the Client’s VDB balance for future use only. No refunds or cash value will be provided. Service Credits may not be transferred or applied to any other account.
To apply for a Service Credit, the client must submit a ticket via email to email@example.com within 30 days of the month in which the Unavailable Time occurred. The ticket must include:
Both parties agree to act with good intentions.
Unless otherwise provided in the Terms, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.
You agree that, except as otherwise expressly provided in this SLA, there shall be no third party beneficiaries to this SLA.
In no event shall VDB be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the VDB Services, or use thereof. Nothing contained in the VDB Services or in any written or oral communications from VDB or its employees or agents shall be construed to make any promise, covenant, warranty, or guaranty, all of which are explicitly disclaimed hereby, contrary to the statements and disclaimers contained in this paragraph.
The content and functionality on the VDB Services, along with the services provided by employees of the VDB Services, are offered “as is” without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. VDB makes no warranties, express or implied, as to the ownership, accuracy, completeness or adequacy of the VDB Services or that the functionality of the VDB Services will be uninterrupted or error-free or free from virus or third party attack. You hereby acknowledge that your use of the VDB Services is at your sole risk. UNDER NO CIRCUMSTANCES SHALL VDB, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE VDB SERVICES OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE VDB SERVICES, EVEN IF VDB HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.
TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL VDB HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE VDB SERVICES, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF GOODWILL, COPYRIGHT INFRINGEMENT, WORK STOPPAGE, EQUIPMENT FAILURE OR MALFUNCTION, PERSONAL INJURY, PROPERTY DAMAGE, OR ANY OTHER DAMAGES OR LOSSES, EVEN IF VDB HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED.
In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, you agree that the entire aggregate liability of VDB and sole remedy available to any user in any case in any way arising out of or relating to the Agreement or the VDB Services shall be limited to monetary damages that in the aggregate may not exceed the sum of any amount paid by the user to VDB during the six months prior to notice to VDB of the dispute for which the remedy is sought.
You agree to indemnify and hold VDB, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of or related to your use of the VDB Services in violation of this SLA and/or arising from a breach of this SLA including without limitation your representations and warranties set forth above.
If there is any dispute arising out of the VDB Services, by using the VDB Services, you expressly agree that any such dispute shall be governed by the laws of the Province of Quebec, Canada., without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the Province of Quebec, for the resolution of any such dispute. Acceptance of the terms and conditions of this Agreement constitutes your consent to be sued in such courts and to accept service of process outside the Province of Quebec with the same force and effect as if such service had been made within the Province of Quebec. You hereby agree to accept service of process for any action hereunder by certified mail return receipt requested which service shall have the same force and effect as though service had been affected by personal service in the applicable jurisdiction. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
This section provides relevant details on service availability, monitoring of in-scope services and related components.
In support of services outlined in this Agreement, the Service Provider will respond to service related incidents and/or requests submitted by the Customer within the following time frames:
Remote assistance will be provided in-line with the above timescales dependent on the priority of the support request.