During the Term of the Order Form, the Platform will be operational and available to Client at least 99% of the time in any calendar month (the “Performance Commitment”). If showd.me does not meet the Performance Commitment, and if Client meets its obligations under this Agreement, Client will be eligible to receive the Service Credit defined below. This Service Level Agreement sets forth Client’s sole and exclusive remedy for any failure by showd.me to meet the Performance Commitment.
1. Definitions. The following definitions shall apply to the Performance Commitment.
a. “Downtime” means the period during which the Platform is unavailable to Client in accordance with the Agreement.
b. “Monthly Uptime Percentage” means total number of minutes in a calendar month minus the number of minutes of Downtime in a calendar month, divided by the total number of minutes in a calendar month.
c. “Service Credit” means the following:
|Days of Platform access added to the end of term|
|99.0% or higher||none|
|98.0% to 98.99%||1|
|95.0% to 97.99%||3|
2. Client Must Request Service Credit. In order to receive the applicable Service Credit described above, Client must notify showd.me within ten days from the time Client becomes eligible to receive such Service Credit.
3. Maximum Service Credit. The aggregate maximum number of Service Credits to be issued by showd.me to Client for any and all Downtime that occur in a single calendar month shall not exceed 10 days of Service added to the end of Client’s term for the Service. Service Credits may not be exchanged for, or converted to, monetary amounts.
4. showd.me Performance Commitment Exclusions. The Performance Commitment does not apply (a) Downtime related to scheduled maintenance; (b) Downtime related to any matter constituting force majeure; (c) Downtime resulting from acts by Client other than in accordance with the Agreement,including but not limited to any negligence, willful misconduct or use of the Platform in breach of the Agreement and (d) Downtime resulting from data or transmission quality issues outside of showd.me reasonable control. showd.me at its sole discretion may plan additional scheduled maintenance which will be communicated by email to Client at least 24 hours in advance with notice of how many hours of downtime is expected. The time and day of the scheduled maintenance may be changed at the solediscretion of showd.me subject to the minimum notice specified in the prior sentence.
5. Service Hours. showd.me shall be available by phone or email during weekday office hours from 9:00 am to 6:00 pm Eastern time, Monday to Friday (excluding showd.me-observed holidays), and on email during non-office hours (including weekends and US holidays). Subject to Client’s approval, Client agrees that showd.me will have the right to charge for any support service resulting from problems, errors or inquiries not related to the Services or Platform.