Service Level Agreement

Service Levels and Credits.

(a) Service Levels. Subject to the terms and conditions of this Agreement, CHI will use commercially reasonable efforts to make the SaaS Available at least ninety nine and one-half percent (99.5%) of the time as measured over the course of each calendar month during the Term (each such calendar month, a “Service Period”), excluding unavailability as a result of any of the Exceptions described below in this Section 4(a) (the “Availability Requirement”). “Service Level Failure” means a material failure of the Services to meet the Availability Requirement. “Available” means the SaaS services are available for access and use by Customer and its Authorized Users over the Internet and operating in material accordance with the Specifications. For purposes of calculating the Availability Requirement, the following are “Exceptions” to the Availability Requirement, and neither the Services will be considered un-Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Customer or its Authorized Users to access or use the SaaS that is due, in whole or in part, to any: (a) act or omission by Customer or any Authorized User/access to or use of the SaaS by Customer or any Authorized User, or using Customer’s or an Authorized User’s Access Credentials, that does not strictly comply with this Agreement and the Specifications; (b) Customer Failure; (c) Customer’s or its Authorized User’s Internet connectivity; (d) a Force Majeure Event as defined in Section 14(c); (e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by CHI pursuant to this Agreement; (f) Scheduled Downtime; or (g) disabling, suspension, or termination of the Services pursuant to Section 2(f).

(b) Service Level Failures and Remedies. In the event of a Service Level Failure, CHI shall issue a credit to Customer in the amount of ten percent (10%) of the monthly Fees for the Services due for the Service Period the Service Level Failure occurred (each a “Service Credit”), subject to the following:
(i) CHI has no obligation to issue any Service Credit unless: (1) Customer reports the Service Failure to CHI immediately on becoming aware of it; and (2) requests such Service Credit in writing within thirty (30) days of the Service Level Failure; and
(ii) in no event will a Service Level Credit for any Service Period exceed 10% percent of the total Fees that would be payable for that Service Period if no Service Level Failure had occurred.
Any Service Credit payable to Customer under this Agreement will be issued to Customer in the calendar month following the Service Period in which the Service Level Failure occurred. This Section 5(b)5.2 sets forth CHI’s sole obligation and liability and Customer’s sole remedy for any Service Level Failure.

(c) Scheduled Downtime. CHI will use commercially reasonable efforts to: (1) schedule downtime for routine maintenance of the SaaS during typical low volume hours (generally nights and weekends); and give Customer at least twenty-four (24) hours prior notice of all scheduled outages of the SaaS (“Scheduled Downtime”).

(d) Service Support. The SaaS includes Services include CHI’s standard customer support services (“Support Services”) in accordance with the CHI service support chart listed in this Section 4(d). CHI may amend this chart from time to time in its sole discretion by providing Customer with thirty (30) days written notice thereof. CHI will provide support services for Severity Level 1 issues on a 24/7 basis. To report an issue, Client shall submit all Severity 1 tickets to sev1support@copperhill.com. CHI will provide support services for all other Severity Levels between the hours of 9A.M. and 5P.M. EST Monday through Friday (“Business Hours”).