Quality Outcomes Service Level Agreement

Last updated, May 11, 2025

This Service Level Agreement (“SLA”) is a contract between the individual or entity (“Customer, you, your”), and Quality Outcomes, LLC (“Quality Outcomes, our”).

This Service Level Agreement defines the terms and scope of your services, as well as our duties as the provider of services.

1. Level of Service

Quality Outcomes commits to provide a level of service for our Customers demonstrating:
1.1 99% Uptime. The Service will serve Customer SMS and/or Content 99% of the time without qualification.
1.2 Penalties. If the Service fails to meet the above service level, the Customer will receive a credit equal to the result of the Service Credit calculation in Section 6 of this SLA.

2. Definitions.

The following defined terms apply to this Service Level Agreement for Quality Outcomes’ services. 
2.1 Capitalized terms used in this SLA and not otherwise defined have the meanings ascribed to them in the Quality Outcomes' Terms of Service Agreement.
2.2 "Claim" means a claim submitted by Customer to Quality Outcomes pursuant to this SLA that a Service Level has not been met and that a Service Credit may be due to Customer.
2.3 "Customer" refers to the organization that has purchased, or subscribed to purchase, and explicitly enabled Services from Quality Outcomes.
2.4 "Customer Content" means any files, software, scripts, multimedia images, graphics, audio, video, text, data or other objects originating or transmitted from any data storage, filing system, or website owned or operated by Customer and routed to, passed through and/or stored on or within the Quality Outcomes' systems or servers or otherwise transmitted or routed using the Service.
2.5 "Customer Planned Downtime" is downtime specified by the Customer that is to be excluded from any calculation of an Outage Period. This would apply to any time when the Customer has requested Service access suspended from their environment.
2.6 "Customer Support" means the services by which Quality Outcomes may provide assistance to Customer to resolve issues with the Service.
2.7 "Force Majeure" refers to any downtime minutes that are the result of events, conditions, or circumstances beyond Quality Outcomes’ reasonable control. Such events might include but are not limited to any acts of common enemy, or other man-made events including wars, strikes, terrorist attacks, or government actions. Other such events beyond Quality Outcomes’ control include disruptions due to the elements, earthquakes, floods, fires, epidemics, and/or inability to secure products or services from other persons or entities.
2.8 "Incident" means any set of circumstances resulting in a failure to meet a Service Level.
2.9 "Outage Period" is equal to the number of downtime minutes resulting from an Unscheduled Service Outage.
2.10 "Scheduled Availability" is the total number of minutes in the month minus any Customer Planned Downtime, and downtime caused by Force Majeure.
2.11 "Service" means, collectively, the information, tools, features and functionality provided by Quality Outcomes, or through any software or other systems that interface with Quality Outcomes or its APIs.
2.12 "Service Credit" is the percentage of the monthly service fees for the Service that is credited to Customer for a validated Claim.
2.13 "Service Level" means standards Quality Outcomes chooses to adhere to and by which it measures the level of service it provides as specifically set forth below.
2.14 "Unscheduled Service Outage" are those interruptions to the Service that have not been previously communicated to the Customer and that result in the Customer’s expected service being unavailable to its users. Unscheduled Service Outages exclude downtime minutes resulting from Customer Planned Downtime or downtime caused by Force Majeure.

3. Service Credit Claims.

3.1 Quality Outcomes, LLC provides this SLA subject to the following terms.
3.2 In order to be eligible to submit a Claim with respect to any Incident, the Customer must first have notified Customer Support of the Incident, using the procedures set forth by Media Nerds, within five business days following the Incident.
3.3 To submit a Claim, Customer must contact Customer Support and provide notice of its intention to submit a Claim. Customer must provide to Customer Support all reasonable details regarding the Claim, including but not limited to, detailed descriptions of the Incident(s), the duration of the Incident, end users affected, and any attempts made by Customer to resolve the Incident.
3.4 In order for Quality Outcomes to consider a Claim, Customer must submit the Claim, including sufficient evidence to support the Claim, by the end of the billing month following the billing month in which the Incident which is the subject of the Claim occurs.
3.5 Quality Outcomes will use all information reasonably available to it to validate Claims and make a good faith judgment on whether the SLA and Service Levels apply to the Claim.

4. SLA Exclusions.

4.1 This SLA and any applicable Service Levels do not apply to any performance or availability issues:

(a) Due to factors outside Quality Outcomes’ reasonable control;

(b) That resulted from Customer’s or third-party hardware or software;

(c) That resulted from actions or inactions of Customer or third parties;

(d) Caused by Customer’s use of the Service after Quality Outcomes advises Customer to modify its use of the Service, if Customer did not modify its use as advised;

(e) During beta and trial Service (as determined by Quality Outcomes); Or

(f) Attributable to the acts or omissions of Customer or Customer’s employees, agents, contractors, or vendors, or anyone gaining access to Quality Outcomes' Service by means of Customer’s Authorized Users’ accounts or equipment.

5. Service Credits.

5.1 The amount and method of calculation of Service Credits is described below in Section 6.
5.2 Service Credits are Customer’s sole and exclusive remedy for any violation of this SLA.
5.3 The total amount of Service Credits awarded in any twelve (12) month period shall not, under any circumstance, exceed one (1) month of a Customer’s cumulative total monthly service fees.
5.4 Service Credits for this SLA will only be calculated against monthly recurring fees associated with the Service.

6. Service Credit Calculation.

6.1 For any and each Outage Period during a monthly billing period Quality Outcomes will provide as a Service Credit an amount calculated as follows: Service Credit = (Outage Period minutes * Affected Customer Ratio) ÷ Scheduled Availability minutes

7. Methodology.

7.1 Quality Outcomes is not responsible for comprehensive monitoring of Customer Content; this responsibility lies with Customer. Quality Outcomes will review data on a Customer’s reported Outage Periods as determined by any commercially reasonable independent measurement system used by the Customer.
7.2 Quality Outcomes will use all information reasonably available to it in order to calculate the Affected Customer Ratio during an Outage Period, including analysis of Service Data immediately prior to the Outage Period to estimate the ratio of a Customer’s visitors that were affected during an Outage Period at one or more of the Media Nerds' data centers.

8. Entire SLA Liability. 

8.1 The Service Credits set forth in this SLA are Quality Outcomes’ sole and entire liability to Customer, and Customer’s sole and exclusive remedy for Quality Outcomes' failure to meet any Service Level threshold.
8.2 Updates. Quality Outcomes may update this SLA from time to time. The then-current version of this SLA is available at  Service Level Agreement.