Service Level Agreement

1. Uptime 
   (a) Target Uptime.  Provider will use commercially reasonable efforts to make the Platform available for at least the Target Uptime as calculated each calendar month. 
   (b) Uptime Calculation.  Provider and Customer agree to calculate availability of the Platform as the total number of Available Minutes minus the number of Downtime Minutes, divided by the total number of Available Minutes, measured in a calendar month. If the Subscription Period includes a partial month, the numerator and denominator will only include the days that are part of the Subscription Period for that month. 
   (c) Scheduling Downtime.  If Provider does not notify Customer about Scheduled Downtime before the Maintenance Notification Time, that period of unavailability will not qualify as Scheduled Downtime and will count as Downtime Minutes. Provider may notify Customer about Scheduled Downtime by electronic means, including by email, on the Platform, or on Provider’s website.
   
2. Remedies
   
   (a) Service Credit.  If Platform availability falls below the Target Uptime, Customer is eligible to receive a Service Credit. Service Credits only apply towards future Subscription Fees (as defined in the Terms of Service) owed by Customer to Provider. 
   (b) Requesting A Service Credit.  To receive a Service Credit, Customer must notify Provider within 7 days of the end of the month where Customer experienced Platform unavailability, otherwise Service Credit eligibility will expire for that month. Customer must include information about when it was unable to access the Platform and may be required to provide additional details about its attempts to access the Platform. If Provider can verify Platform unavailability in its internal monitoring systems and the disruption does not qualify as Excluded Minutes or Scheduled Downtime, Provider will calculate and issue the applicable Service Credit on Customer’s account to apply towards a future invoice. 
   (c) Service Credit Limitations.  Service Credits may not be exchanged for, or converted to, monetary amounts. Service Credits do not earn interest. Service Credits will not accumulate within a single Term in an amount more than 1 months’ worth of Subscription Fees. However, for Terms shorter than one year, Service Credits will not accumulate within a Term in an amount more than 5% of the Subscription Fees in that Term.
   (d) Exclusive Remedy.  This SLA describes Customer’s exclusive remedy and Provider’s entire liability for any failure of the Platform to meet the Target Uptime.
3. Definitions
   (a) “Target Uptime” means 99.5% of the total number of minutes in a calendar month.
   (b) “Available Minutes” means the total number of minutes in a calendar month, minus Excluded Minutes and Scheduled Downtime.
   (c) “Downtime Minutes” means the total number of minutes in a calendar month when the Platform is not available to Customer, as confirmed by Provider’s internal monitoring systems, minus Excluded Minutes and Scheduled Downtime.
   (d) “Excluded Minutes” means when the Platform is not available because of (a) a Force Majeure Event; (b) general Internet connectivity issues; (c) equipment or software made available by anyone other than Provider and that is not within Provider’s reasonable control; ; (d) Customer’s use of the Platform in a manner not authorized by the Agreement; or (e) Third-Party Downtime.
   (e) “Scheduled Downtime” means time periods that occur during the Maintenance Window where the Platform is not available to the Customer.

(f)“Third-Party Downtime” means any time during which the Platform is unavailable due to failures of third-party services, software, or infrastructure that are beyond the Provider’s control and not a result of Provider's infrastructure or direct actions.

(g) The “Service Credit” will be calculated as outline below:

Actual uptime percentage and corresponding percentage of base subscription fee

99% to target uptime: 3%

95% to 99%: 6%

Under 95%: 9%