Platform Service Level Agreement

This Service Level Agreement (“SLA”) governs the availability of the Intellum Software Solution purchased by Client under the Agreement. Unless otherwise provided herein, capitalized terms used herein will have the meaning specified in the Agreement.

1.1 Service Commitment

Intellum will use commercially reasonable efforts to make each Software Solutions available with a Monthly Uptime Percentage of at least 99.9%. In the event the Software Solution does not meet the Monthly Uptime Percentage commitment, Client will be eligible to receive a Service Credit as described below.

1.2 Definitions

• “Unavailable” means that the Software Solution has no external availability during a five-minute period.
• “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of five-minute periods during the month (“Software Month”) in which the Software Solution was in the state of “Unavailable.” Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Exclusion defined below.
  
• A “Service Credit” is a credit, calculated as set forth below, that Client may apply towards its future Software Solution Access Fees. Service Credits shall not entitle Client to any refund or other payment from Intellum.
  

1.3 Service Commitments and Service Credits

If the Monthly Uptime Percentage for Client drops below 99.9% for a Software Month, Client is eligible to receive a Service Credit equal to 10% of the aggregate Software Solution Access Fees attributable to that Software Month.

Unless otherwise provided in the Agreement, Client’s sole and exclusive remedy for any unavailability or non-performance of the Software Solution is the receipt of a Service Credit  in accordance with the terms of this SLA.

1.4 Credit Request and Payment Procedures

To receive a Service Credit, Client must submit a request by sending an e-mail message to support@intellum.com or submitting a ticket within the Intellum Help Desk.  To be eligible, the credit request must (i) include Client’s name; (ii) include the dates and times of each incident of Unavailability that Client claims to have experienced; (iii) be received by Intellum within thirty (30) days of the oldest reported incident in the SLA claim. If the Monthly Uptime Percentage of such request is confirmed by Intellum and is less than 99.9% for the Software Month, then Intellum will issue the Service Credit to Client within one billing cycle following the month in which the request occurred. Client’s failure to provide the request and other information as required above will disqualify Client from receiving a Service Credit.

1.5 Exclusions

The Service Commitment does not apply to any unavailability of the Software Solution, or any other Software Solution performance issues: (i) caused by factors outside of Intellum’s reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the Software Solution; (ii) that result from any actions or inactions of Client or any third party not under Intellum’s reasonable control; or (iii) arising from Intellum’s suspension and termination of Client’s right to use the Software Solution in accordance with this Agreement (collectively, the “SLA Exclusions”).