Service Level Commitment – August 3, 2023

Last Updated: August 3, 2023

This Softrip Service Level Commitment (“SLC”) is subject to the agreement between you (“Customer”) and Softrip LLC (“Softrip”), under which Softrip provides the Platform that references this SLC (“Agreement”). This SLC describes the service level commitments applicable to the Platform when the Platform is hosted by Softrip. THIS SLC DOES NOT APPLY WHEN THE PLATFORM IS CUSTOMER-HOSTED. This SLC may be updated by Softrip from time to time upon notice (which may be provided by posting an updated version of this SLC). Capitalized terms not defined in this SLC shall have the meaning given to them in the Agreement.

1. Uptime Commitment. During the Subscription Term, Softrip will make the Platform available an average of at least 99.90% of the time, measured on a monthly basis, excluding (a) scheduled downtime, or (b) any unavailability or downtime caused by any circumstance excluded under Section 3 below (“Service Level Commitment”).
2. Credits. In the event that If the Platform fails to meet the Service Level Commitment in a given month (“Service Level Failure”), then as Customer’s sole and exclusive remedy, Customer shall receive the applicable credits set forth in Table 1 below (“Service Level Credits”), credited against Customer’s usage in the calendar month following the Service Level Failure provided that Customer requests Service Level Credits within twenty-one (21) days of the calendar month in which the Service Level Failure occurred. Service Level Credits may not be exchanged for, or converted to, monetary amounts, except that if the Agreement is expired or terminated and there are unapplied Service Level Credits, then Softrip will issue payment of the unapplied Service Level Credits within thirty (30) days of the expiration or termination of the Agreement.

For purposes of this Section 9.2, the “ Monthly Fee” means the actual monthly subscription fees paid or payable by Customer during the month in which the Service Level Failure occurs, as invoiced by Softrip to Customer, excluding, in any event, taxes, late interest fees, or separate fees for training, consulting, or other professional services provided by Softrip.

1. SLC Exclusions. Softrip will have no liability for any failure to meet the Service Level to the extent arising from: (i) use of the Platform by Customer or its Internal Users or End Users other than as authorized under the Agreement, Order, or Documentation; (ii) errors or unavailability of Customer Data or Third-Party Products; (iii) Customer, Internal User or End User equipment, networks, or devices; (iv) third party acts, or services and/or systems not provided by Softrip or Softrip’s contractors; (v) general Internet problems, or other factors outside of Softrip’s reasonable control, including force majeure events; (vi) evaluation, Prerelease, demonstration, non-production, or proof-of concept uses or versions of the Platform.  Softrip will have no obligations to provide support for Third-Party Products or services Deliverables (unless expressly agreed in a SOW), or for custom scripts or code not native to the Platform. Additionally, if Customer desires technical or professional services from Softrip, including but not limited to services related to code development, migration, or product training, then Customer and Softrip must enter into a mutually executed SOW for such services.