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Service Level Agreement
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This Service Level Agreement (“SLA”) is part of each Client’s SaaS Agreement (the “Agreement”). If the terms of this SLA conflict with the terms of the Agreement (or any other agreement with Client), this SLA shall apply, but only to the extent of such conflict. Capitalized terms used but not defined in this SLA will have the meaning assigned to them in the Agreement.

If ɫ��ֱ�� does not achieve the Service Levels set forth herein, Client may be eligible for a Service Credit towards a portion of Client’s Subscription Fee. This SLA will not change during the Initial Term, however, the then-current SLA shall apply during any Renewal Term. We will provide at least 60 days’ notice of any material change to this SLA.

Service Levels:
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ɫ��ֱ�� will make commercially reasonable efforts to provide the Platform no less than 99.50% of the time each calendar month (the “Availability Service Level”).  The Availability Service Level will be calculated by subtracting the total minutes of Platform Downtime from the total number of minutes during each month and dividing that result by the number of minutes in that month. If ɫ��ֱ�� fails to meet a 99.50% Availability Service Level for any two or more consecutive calendar months during the Term, the Client will be entitled to request a credit for 10% of the Monthly Fee for the respective months in which the Availability Service Level was not met.

ɫ��ֱ��’s Severity Levels and Response Times:
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ɫ��ֱ�� shall make commercially reasonable efforts to respond to Platform issues (and update Client regarding same) as set forth in the table below.

Support Service Availability:
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ɫ��ֱ�� offers Support Business Hours for In-App and email support issues.  Response to any emails or other contacts received outside of Support Business Hours will be provided during the next business day.

Service Credit:
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To request a Service Credit, Client must submit the request in writing to ɫ��ֱ�� and include all information necessary for ɫ��ֱ�� evaluate the claim.  Client should include: (i) a general description of the incident or issue; and (ii) the total Client Downtime claimed.  Client shall waive all claims for Service Credits if not property submitted within ten (10) days of the incident. No Service Credit will be owed if Client is not in compliance with the Agreement.

ɫ��ֱ�� will evaluate all reasonably available information regarding the incident and make a good faith determination of Client’s request for a Service Credit. We will use commercially reasonable efforts to process your credit request within forty-five (45) days of receipt the request. All allowed Service Credits will be applied to Fees invoiced during the month immediately following ɫ��ֱ��’s determination.

Payment of Service Credits as set forth herein are Clients sole and exclusive remedy for any performance or availability issues related to the Services or the Platform.  Failure to meet the SLA described herein shall not be considered a breach of the Agreement.

Limitations:
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This SLA and any applicable Service Level do not apply to any performance or availability issues caused or contributed to by:

1. Factors outside ɫ��ֱ��’s reasonable control including any Force Majeure Event (including at your site or between your site and our data center);

2. Use of services, hardware, or software not provided or directed to by ɫ��ֱ��;

3. Your failure to modify your use of a Service after our express advice to modify your use.

4. Your acts or omissions or from your employees, agents, contractors, or clients, or anyone gaining access to ɫ��ֱ��’s network by means of your passwords or equipment, or otherwise resulting from your failure to follow appropriate security practices.

Definitions:
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“Monthly Fee” means Client’s total monthly Subscription Fee paid for a respective month (e.g. 1/12 of the annual fees for annual Subscriptions to the Services) and which shall form the basis of any Service Credit owed under this SLA.

“Downtime” means any period of time when Client’s users are not able to log into the ɫ��ֱ�� Platform. Downtime does not include any unavailability of the ɫ��ֱ�� Platform for routine or scheduled maintenance.

“ɫ��ֱ�� Platform” has the meaning assigned to it in the Agreement.

“Service Credit” is the percentage of the applicable monthly Subscription Fee Client may obtain as described herein;

“Service Level” means the availability of the ɫ��ֱ�� Platform set forth in Section 2 below.

“Support Business Hours” means ɫ��ֱ��’s normal business hours of 9am-5pm EST, excluding weekends and Canadian statutory holidays.

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