This Service Level Addendum (“SLA”) applies to the Master Subscription Agreement to which it is attached or incorporated by reference into (“MSA”) and governs the Availability (as defined below) of the Subscription Services ordered by Customer pursuant to an Order Form. All capitalized terms not defined herein shall have the meaning given to them in the MSA, and this SLA shall be deemed a part of the Agreement (as defined in the MSA).

Availability Commitment: Vendori will use commercially reasonable efforts to make the Subscription Services available for access by Customer via internet connected web browser (“Available”) at least 99.5% of each calendar month during the Subscription Term (excluding any Excluded Downtime, as defined below) (the “Availability Commitment”). Any period in which the Subscription Services are Available is referred to as “Availability.”

Service Credits: In the event the Availability of the Subscription Services does not meet or exceed the Availability Commitment during a calendar month, Customer will be eligible to receive a monetary credit (“Service Credit”) as further described below. Service Credits are calculated as a percentage of the fees paid (or payable) for the Subscription Services for the month in which the Availability Commitment is not met. The percentage applicable when calculating a Service Credit corresponds to the Availability (excluding Excluded Downtime) of the Subscription Services during the month in which the Availability Commitment was not met, as set forth in the table below:

Availability during a Calendar Month
(excluding Excluded Downtime)
Service Credit
Less than 99.5%, but greater than or equal to 98% 10%
Less than 98% but greater than or equal to 95.0% 20%
Less than 95.0% 30%

“Excluded Downtime” means any period during which the Subscription Services are not Available attributable to:

a) scheduled maintenance for which Customer has received at least two (2) business days prior notification (via email or within the Subscription Services). Vendori will use reasonable efforts to implement scheduled maintenance during nights and weekends (US Eastern Time) when possible;

b) emergency maintenance (such as maintenance needed to address critical security or stability issues);

c) Customer-controlled actions and/or inactions, including Customer’s violation of the Agreement or failure to use the Subscription Services as described in the Documentation;

d) events or circumstances outside of Vendori’s reasonable control, including (but not limited to) force majeure events and issues beyond the demarcation point of the Subscription Services;

or

e) the Subscription Services being suspended or terminated under the terms and conditions of the Agreement.

Whether Excluded Downtime is present shall be determined solely by Vendori in its good faith discretion, as supported by records, data, and other evidence collected by Vendori or provided by Customer.

Requests: To seek a Service Credit under this SLA, Customer must submit a request to Vendori (“Request”). All Requests must be submitted by Customer to Vendori by email to legal@vendori.com within 10 business days of the end of the calendar month in which the Availability Commitment is alleged to have not been met. To be eligible for a Service Credit, the Request must include (i) “Service Credit Request” in the subject line, (ii) detail the dates and times during which the Subscription Services were not Available, and (iii) any other information that documents or corroborating the Customer’s position that the Availability Commitment was not met during that month. All Requests will be verified against Vendori’s system records. Should Vendori dispute any portion of a Request made in good faith by Customer, Vendori will provide to Customer reasonable records indicating Availability during the period in dispute.

Where Vendori verifies that the Availability Commitment was not met as described in a Request, a Service Credit will be issued to Customer’s account. The Service Credit is not transferrable to any other account. Failure by Customer to submit a Request as set forth herein will disqualify any claim for a Service Credit. The Service Credit reflects Customer’s exclusive remedy and Vendori’s entire liability for any failure to achieve the Availability Commitment. For clarity, the Availability Commitment does not apply to Beta Services. The Availability Commitment is a service arrangement and not a warranty. In the event of a conflict between the terms of this SLA and the terms of any other part of the Agreement, the terms of this SLA shall control (but only to the extent of such conflict).