The following defined terms apply to this SLA. Capitalized terms not defined below have the meanings ascribed to them in the Releans Terms of Service, Master Sales Agreement, or other similar written agreement between the parties, as applicable (“Agreement”).
(a) “Actual Monthly Uptime Percentage” = (A-B+C)/A , where:
A = Total Monthly Time (defined below);
B = Unavailable Monthly Time (defined below); and
C = Excluded Monthly Times (defined below).
(b) “Monthly Uptime Percentage Threshold” means the percentage listed in the table below under the heading, “Monthly Uptime Percentage Threshold.”
(c) “Service Credit” means the dollar credit that Releans will credit to a Customer’s eligible account if the Actual Monthly Uptime Percentage is less than the Monthly Uptime Percentage Threshold, and which is calculated by multiplying the Service Credit percentage listed in the table below by either (i) with respect to the Releans Services, Customer’s usage fees, in either case, in the applicable calendar month.
(d) “Total Monthly Time” means the total number of minutes in the applicable calendar month.
(e) “Unavailable Monthly Time” means the number of minutes in the applicable calendar month during which the Releans APIs for the Releans Services, as applicable, were unavailable for use.
| Applicable Services | Monthly Uptime Percentage Threshold | Service Credit |
| “Services” as defined in the Agreement | 99.95% | 10% credit equivalent |
| During calendar months in which Customer has purchased the Releans Platform Edition or Releans Enterprise Edition | 99.99% for Releans Services | 10% credit equivalent |
(a) If, during any month throughout the Term, the Actual Monthly Uptime Percentage falls below the Monthly Uptime Percentage Threshold,
then Customer will be eligible to receive a Service Credit, subject to Customer’s compliance with Section 3 below. (b) If, during any month throughout
the Term for which Customer has purchased the Releans Enterprise Solution, the Releans Service fails to achieve a Successful Connection (as defined below)
rate of at least, (the “Successful Connection Rate”), then in
addition to any Service Credits calculated regarding the Monthly Uptime Percentage Threshold,
Customer shall be eligible to receive a Service Credit for such package, subject to Customer’s compliance with Section 3 below.
(a) Releans Services: To receive a Service Credit for the Releans Services, Customer must submit a request to Releans through the Releans
customer service portal, available at https://releans.com/support, within thirty (30) days from the last day of the
calendar month in which Customer claims Releans failed to meet or exceed the Monthly Uptime Percentage Threshold. Availability of Releans APIs for the
Releans Services is measured by a third party provider of performance and monitoring services (the “Monitoring Service”), that
issues monthly uptime reports, available at http://status.releans.com. Releans will adjust the Monitoring Service’s uptime results as necessary to account
for any Excluded Monthly Times. All submissions must include: (i) “SLA Claim” as the subject of the ticket; (ii) the dates and times of Unavailable Monthly Time;
and (iii) any documentation of the applicable outage. Each Service Credit will be applied to future amounts payable by Customer to Releans for
the Releans Services. No refunds or cash value will be given. All SLA claims will be verified against the measurements of the Monitoring Service.
Notwithstanding any provision in this Agreement to the contrary, no Unavailable Monthly Time will be deemed to have occurred if downtime: (i) is caused by factors outside of Releans reasonable control, including, without limitation, telecommunications provider-related problems or issues, Internet access or related problems occurring beyond the point in the network where Releans maintains access and control over the Services; (ii) results from any actions or inactions of Customer or any third party (except for Releans agents and subcontractors); (iii) results from the Customer Applications, Customer’s equipment, software or other technology, Add-on services, or third party equipment, software or other technology (except for equipment within Releans direct control); (iv) occurs during Releans scheduled maintenance for which Releans will provide at least twenty-four (24) hours prior notice; (v) occurs during Releans emergency maintenance (maintenance that is necessary for purposes of maintaining the integrity or operation of the Services), regardless of the notice provided by Releans; or (vi) results from any alpha, beta, developer preview, development test bed environments, descriptions of similar import or not otherwise generally available Releans features or products; or (vii) periods of Unavailable Monthly Time that are less than five (5) minutes of continuous unavailability in duration (collectively, the “Excluded Monthly Times”).
With respect to any failure of Releans to meet the Monthly Uptime Percentage Threshold or Successful Connection Rate, as applicable, this Exhibit states Releans sole and entire liability to Customer and Customer’s sole remedy.
