Shipwell Service Level Agreement

OVERVIEW

This Service Level Agreement (the “SLA”) describes the service levels applicable to Customer’s access to Shipwell’s Service pursuant to the Master Subscription Agreement (the “Agreement”) between the Customer and Shipwell.

SERVICE LEVELS

While the Customer is receiving the Service under the Agreement, Shipwell shall use commercially reasonable efforts to provide the Service in accordance with the Service Availability Goal (the “Availability Goal”). If the Service does not meet the Availability Goal, Customer will be eligible for Service Credits or other compensation as described in the respective section.

SERVICE AVAILABILITY GOAL

Shipwell will provide the Service with a Monthly Uptime Percentage (the “Uptime”) of greater than 99.9% for each calendar month during the term of a subscription (the “Service Availability Goal”). Planned Downtime (“Permitted Downtime”) means downtime that occurs as part of Shipwell’s maintenance activities, and is excluded from the Downtime (“Downtime”) where the Service is unavailable to Customer.

Uptime for each month shall be calculated as follows:

Monthly Uptime = (Minutes in Month - Minutes of Downtime in Month) / Minutes in Month

If Shipwell fails to meet the Service Availability Goal in a given month during the term of a subscription and Customer meets its obligation under the SLA, Customer will receive Service Credits per the schedule below:

Monthly Uptime Percentage:

  • < 99.9% ­ >= 99.0%: 5 Days Added to Subscription Term

  • < 99.0% ­ >= 95.0%: 15 Days Added to Subscription Term

  • < 95.0%: 30 Days Added to Subscription Term

CUSTOMER OBLIGATIONS

In order to be eligible for any Service Credits as described above, Customer must be current in all payment obligations and be in full compliance with the terms and conditions set out in the Master Subscription Agreement. In order to receive any Service Credits, Customer must notify Shipwell in writing within thirty (30) days from the time Customer becomes eligible to receive Service Credits. Failure to comply with this requirement will result in forfeiture of Customer’s right to receive Service Credits.

SLA EXCLUSIONS

The SLA does not apply to any Service that expressly excludes this SLA (as stated in documentation for the Service) or any performance issues caused by force majeure events or any other circumstances beyond Shipwell’s reasonable control, those that result from Customer’s or third party’s equipment or services, or are caused by any failure of the Internet or other telecommunications systems.