Service Level Agreement

1.1 This Service Level Agreement (this “SLA”) sets forth the service level commitments (“Service Levels”) of Reality Defender, Inc. (“Company”) in providing the Services under the Agreement. Capitalized terms used but not defined in this SLA will have the meaning set forth in the General Terms of Use (the “General Terms”).

1.2 Except as otherwise expressly provided in this SLA, all Service Levels shall be measured on a 24/7 basis and reported by Company to Customer on a monthly basis in accordance with the Agreement. Unless otherwise specified below in a particular instance: (a) all references to times shall be in Eastern local time; (b) all references to months and quarters shall be to calendar months and calendar quarters, respectively; and (c) all references to days shall be to calendar days.

1.3 Any failure to meet a Service Level shall be reasonably resolved by or on behalf of Company in accordance with this SLA. 

2.1 If Company fails to meet any Service Level during any month, then no later than thirty (30) days following the last day of such month, Company shall notify Customer of such failure. Company shall use commercially reasonable efforts to remediate such failure.

2.2 Company shall use commercially reasonable efforts to ensure that the Services are available (“Availability”) no less than 99.9% of the total number of minutes in each month of the Term (as set forth in the applicable Order Form) (the foregoing, the “Uptime Guarantee,” which shall be deemed to be a Service Level for purposes of this SLA).

2.3 “Downtime” means any period in which the Services are not accessible to and fully usable by Customer and its Authorized Users, excluding any period in which the Services are not accessible or fully usable as a result of: (a) Scheduled Maintenance (as defined below); (b) Force Majeure (defined in the General Terms); (c) any problem or issue attributable to Customer or a third party, including internet access issues or related problems; (d) any problem or issue attributable to third-party applications, equipment, software, or other technology; (e) any actions or inactions of Customer or any third party (other than Company’s direct hosting subcontractor); or (f) Company’s suspension of Customer’s right to use the Services or Software in accordance with the General Terms.

2.4 For each month, the Availability of the Services shall be a percentage calculated by: (a) subtracting the total number of minutes of Downtime in an applicable month from the total number of minutes in such month; (b) dividing the difference by the total number of minutes in such month; and (c) multiplying the result by one hundred (100) (resulting in the “Uptime” for such month):  

((Total Downtime Minute - Total Minutes) / Total Minutes) × 100 = Uptime

2.5 Company may from time to time conduct scheduled maintenance on the Software (including installing upgrades, fixes, or reconfigurations) (“Scheduled Maintenance”). Notwithstanding anything to the contrary in this SLA, Scheduled Maintenance is excluded from the calculation of Downtime to the extent that such Scheduled Maintenance: (a) is conducted during non-business time; and (b) is conducted after supplying Customer with reasonable advance written notice.

2.6 Company will exercise its sole but reasonable determination in calculating the Uptime and Downtime in a given month.

3.1 Where Uptime in the applicable measurement period is less than the Uptime Guarantee for such measurement period, such failure shall be deemed to be a “Service Level Failure” hereunder with respect to such measurement period.

3.2 As set forth in the table below, for each Service Level Failure, Company will issue to Customer a credit equal to the applicable percentage of the Fees payable in the applicable month (or, if Customer pays annually, the applicable percentage of an amount equal to the Fees for the applicable year divided by twelve (12)) (each, a "Service Level Credit"), which Customer may thereafter credit against any Fee(s) payable for future invoices, provided that the aggregate amount of Service Level Credits for any given measurement period shall not exceed thirty percent (30%) of the Fees in the applicable month (or, if Customer pays annually, the applicable percentage of an amount equal to the Fees payable in the applicable year divided by twelve (12)).  

3.3 Notwithstanding anything to the contrary in this SLA, Customer may elect to terminate the Agreement if there is an Uptime of less than 95% for four (4) consecutive months. Where Customer intends to exercise a termination right in accordance with this SLA, Customer will exercise its right to terminate within thirty (30) days of the last event giving rise to such termination right.

3.4 The parties acknowledge and agree that, except as set forth in Section 3.3 above, Service Level Credits are Customer’s sole and exclusive remedy for any Service Level Failure (including any Downtime causing or attributing to the Service Level Failure) and will not be deemed to be penalties.

4.1 Company shall comply with the response and resolution deadlines for Downtime as forth in the table below.

4.2 Faults shall be classified by Company according to severity, reasonably using the following classifications:

• “Critical Fault” means a fault: (i) whereby material aspects or portions of the Services or Software are inaccessible or unavailable and such inaccessibility or unavailability would reasonably affect Customer’s business materially; or (ii) that creates an emergency with substantial impact, including by making all or a substantial part of the Services or Software unusable.
• “Major Fault” means a fault that is significant in importance and scope and that impacts major business functionality including by interfering with the operation of the Services or Software without completely preventing the use of an important function.
• “Minor Fault” means a fault with limited impact which causes inconveniences including lack of functionality for a small portion of the Services or Software.