1. Service Commitment

Company provides Customer access to the Services twenty-four (24) hours a day, seven (7) days a week (24×7) with a Monthly Uptime Percentage (defined herein) of at least 99.5%. “Monthly Uptime Percentage” will be calculated as follows: the number of minutes the Services are accessible and not suffering from a Service Outage, divided by the total number of minutes in the calendar month. For purposes of this Agreement, “Service Outage” means any event that renders the Services unavailable to Customer, other than Scheduled Downtime or Excluded Downtime.

2. Measurement Method

Company monitors critical components to the system that are required to provide access to the Home Dashboard every minute. A component is not considered critical, and will not qualify as a Severe Priority level request, nor qualify as a Service Outage if unavailable if access to the Home Dashboard can be completed without it. In order to avoid intermittent and transient fluctuations, a downtime period may begin after observing one (1) to five (5) consecutive minutes of downtime and end when Services are restored. Furthermore, downtime must affect a significant number of requests to qualify as a Service Outage.

3. Communication Protocol

Company will communicate via email message, unless otherwise agreed upon in writing. Customer will provide contact names, email addresses, and phone numbers for Company to use for communication (the “Communication Protocol”). Upon request, Company will subscribe Customer to a monthly report of the measured Monthly Uptime Percentage, Scheduled Downtime, and Excluded Downtime.

4. Maintenance and Excluded Downtime

Company reserves the right to perform regularly scheduled maintenance of the platform during non-core business hours, which are defined as 12:00 a.m. to 4:00 a.m. (Pacific Standard Time) (“Scheduled Downtime”). Company may schedule additional Scheduled Downtimes outside of 12:00 a.m. to 4:00 a.m. (Pacific Standard Time) window by providing notification to Customer for approval by Customer at least three (3) business days in advance; this notification will be provided via the agreed upon Communication Protocol to designated support representatives.

Additionally, any downtime caused by factors outside of Company’s reasonable control do not factor into the Monthly Uptime Percentage calculation, including any force majeure event, Internet services availability outside of Company’s platform, and actions or inactions of the Customer (“Excluded Downtime”).

In the event that there is any unscheduled downtime, Company will follow the Communication Protocol to notify the Customer.

5. Service Requests

In support of the services covered by this SLA, Company will respond to service-related incidents and requests originated through the Communication Protocol within the following time frames.  Customer shall submit requests with the priority level specified; however, Company reserves the right to reasonably increase or decrease the priority level in its reasonable discretion. In accordance with the service commitment provided in this SLA, Company will use commercially reasonable efforts to resolve all requests promptly but cannot guarantee a time to resolution due to the inherent variability in effort and corresponding time required to resolve issues. Company will communicate resolution efforts with Customer in a timely manner and consistent with the Communication Protocol.

For Severe service requests, Company shall comply with the following escalation procedure in the event that Company is unable to mitigate the identified Severe error in the time periods specified below:

6. Service Credits 

If the Monthly Uptime Percentage fails to meet Company’s service commitment outlined above, Customer will be eligible to receive a Service Credit, as outlined in the below table. The Service Credit is capped at a maximum value of 50% of the monthly service fees or USD $10,000.00 a month, whichever is smaller. This SLA and the Service Credits provided hereunder are Customer’s sole and exclusive remedy for any Service Outage related to the Services.

7. Service Credits

If the Monthly Uptime Percentage fails to meet Company’s service commitment outlined above, Customer will be eligible to receive a Service Credit, as outlined in the below table. The Service Credit is capped at a maximum value of 50% of the monthly service fees or USD $10,000.00 a month, whichever is smaller. This SLA and the Service Credits provided hereunder are Customer’s sole and exclusive remedy for any Service Outage related to the Services.