About this Document

If we do not achieve and maintain the Service Levels for the Service as described in this SLA, then you may be eligible for a credit towards a portion of your monthly service fees. We will not modify the terms of your SLA during the initial term of your subscription; however, if you renew your subscription, the version of this SLA that is current at the time of renewal will apply throughout your renewal term. We will provide at least 90 days’ notice for adverse material changes to this SLA.  

Any Services provided free of charge are not included or eligible for SLA claims or credits.

Definitions

• “Applicable Period” means, for the 30 days prior to and including the last day of the Incident for which a Service Credit is owed, the number of days that you are a subscriber for a Service.
•  “Applicable Service Fees” means the total fees actually paid by you for a Service that are applied to the Applicable Period in which a Service Credit is owed.
• “Downtime”is the time in which the Service fails to respond to message requests. Downtime does not include unavailability of a Service due to limitations described below and in the Services Specific Terms.
•  “Incident”means (i) any single event, or (ii) any set of events, that result in Downtime.
• “Scheduled Downtime” means periods of Downtime related to network, hardware, orService maintenance or upgrades. We will publish notice or notify you at least five (5) days prior to the commencement of such Downtime.
• “Service Credit”is the percentage of the Applicable Service Fees credited to you following Clairo’s claim approval.
• “Service Level”means the performance metric(s) set forth in this SLA that Clairo agrees to meet in the delivery of the Services.
• “Service Resource”means an individual resource available for use within a Service.
• “Support Window”refers to the period of time during which a Service feature or compatibility with a separate product or service is supported.

Claims

In order for Clairo to consider a claim, you must submit the claim to Clairo including all information necessary for Clairo to validate the claim, including but not limited to: (i) a detailed description of the Incident; (ii) information regarding the time and duration of the Downtime; (iii) the number and location(s) of affected users (if applicable); and (iv) descriptions of your attempts to resolve the Incident at the time of occurrence. 

We must receive the claim by the end of the Applicable Period following the month in which the Incident occurred. For example, if the Incident occurred on February 15th, we must receive the claim and all required information by March 31st. 

We will evaluate all information reasonably available to us and make a good faith determination of whether aService Credit is owed. We will use commercially reasonable efforts to process claims during the subsequent month and within forty-five (45) days of receipt.You must be in compliance with the Agreement in order to be eligible for aService Credit. If we determine that a Service Credit is owed to you, we will apply the Service Credit to your Applicable Service Fees.

Service Credits

Service Credits are your sole andexclusive remedy for any performance or availability issues for any Serviceunder the Agreement and this SLA. You may not unilaterally offset yourApplicable Service Fees for any performance or availability issues.

Limitations

This SLA and any applicable ServiceLevels do not apply to any performance or availability issues:

• Due to factors outside our reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centers, including at your site or between your site and our datacenter);
• That result from the use of services, hardware, or software not provided by us, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services;
• Caused by youruse of a Service after we advised you to modify your use of the Service, if youdid not modify your use as advised;
• During or with respect to preview, pre-release, beta or trial versions of a Service, featureor software (as determined by us);
• That result from your unauthorized action or lack of action when required, or from your employees, agents, contractors, or vendors, or anyone gaining access to our network by means of your passwords or equipment, or otherwise resulting from your failure to follow appropriate security practices;
• That result from your failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or your use of the Service in a manner inconsistent with the features and functionality of the Service (for example, attempts to perform operations that are not supported) or inconsistent with our published guidance;
• That result from faulty input, instructions, or arguments (for example, requests to access files that do not exist);
• That result from your attempts to perform operations that exceed prescribed quotas or that resulted from our throttling of suspected abusive behavior;
• Due to your use of Service features that are outside of associated Support Windows; or
• For licenses reserved, but not paid for, at the time of the Incident.
• Your initiated operations such as restart, stop, start, failover, scale compute, and scale storage that incur downtime are excluded from the uptime calculation.
• Monthly maintenance window that incurs a downtime to patch your server and infrastructure is excluded from the uptime calculation. 

Additional Definitions:

• “Total Message Requests”is the total number of requests made by an end user to Clairo during anApplicable Period.
• “Failed Message Requests”are the total number of requests within Total Message Requests that Clairo isunable to send a response message to due to a system error within Clairo.
• Uptime Percentage: The UptimePercentage is calculated using the following formula: