SERVICE LEVEL AGREEMENT

This Service Level Agreement Supplement ("SLA Supplement") applies solely to hosted Products identified in an applicable Order Form. Except as expressly modified by this SLA Supplement, the Energy Exemplar End User License Terms and Conditions ("EE Terms") govern Customer's use of the applicable Products. Capitalized terms not defined herein have the meanings given in the EE Terms.

1. Scope

This SLA Supplement applies only to hosted Products identified in an applicable Order Form.

This SLA Supplement establishes the service availability commitments, response targets, and Service Credits applicable to those Products.

2. Availability Commitment

2.1 Availability

EE will use commercially reasonable efforts to make the applicable hosted Products available twenty-four (24) hours per day, seven (7) days per week, excluding Scheduled Maintenance and any SLA Exclusions described in this SLA Supplement.

2.2 Scheduled Maintenance

EE will use commercially reasonable efforts to provide at least twenty-four (24) hours' prior notice of Scheduled Maintenance where reasonably practicable.

Emergency maintenance may be performed without prior notice where necessary to protect the security, integrity, or availability of the Products.

2.3 Availability Target

If quarterly Availability falls below 99.5%, Customer may be eligible for Service Credits under Section 4.

3. Support Response Targets

3.1 Critical Issues

EE will use commercially reasonable efforts to provide an initial response within four (4) hours after Customer reports a Critical Issue through EE's designated support channels.

For purposes of this SLA Supplement, the Response Time measures EE's initial acknowledgement and engagement of appropriate support personnel. It is not a commitment to resolve the issue within that period.

3.2 Other Issues

For all non-Critical Issues, EE will respond within a commercially reasonable time based upon the severity and business impact of the reported issue.

4. Service Credits

4.1 Availability

If quarterly Availability falls below 99.5%, Customer may submit a written request for Service Credits within five (5) Business Days after the end of the applicable quarter.

If EE confirms the Availability commitment was not achieved, EE will provide a Service Credit equal to five percent (5%) of the applicable quarterly Cloud Fees.

4.2 Critical Response Time

If EE fails to meet the Critical Issue Response Time commitment during any quarter, Customer may submit a written request within five (5) Business Days following the end of the applicable quarter.

If EE confirms the applicable Response Time commitment was not achieved, EE will provide a Service Credit equal to five percent (5%) of the applicable quarterly Cloud Fees.

4.3 Payment of Credits

Approved Service Credits will be applied within sixty (60) days following EE's confirmation that the applicable Service Credit is due.

4.4 Maximum Credits

Customer may receive no more than three (3) Service Credits during any Term.

4.5 Exclusive Remedy

Service Credits under this SLA Supplement constitute Customer's sole and exclusive remedy for any failure to satisfy the service levels described in this SLA Supplement.

5. SLA Exclusions

Availability calculations exclude any interruption resulting from:

  • Scheduled Maintenance;
  • Emergency Maintenance;
  • Force Majeure Events (as defined in the EE Terms);
  • Customer Systems;
  • Customer Internet connectivity;
  • Customer's acts or omissions;
  • misuse of the Products;
  • unsupported configurations;
  • third-party software or services not provided by EE; or
  • suspension of access permitted under the EE Terms.
  • promptly report Critical Issues through EE's designated support channels;
  • provide sufficient information to enable EE to investigate reported issues;
  • reasonably cooperate with EE's troubleshooting efforts; and
  • maintain supported configurations.

6. Customer Responsibilities

Customer shall:

7. Definitions

Actual Uptime means Scheduled Uptime less Outages.

Availability means: (Actual Uptime ÷ Scheduled Uptime) × 100

Critical Issue means an issue causing the hosted Product to become unavailable or materially unusable for all users.

Outage means an interruption lasting longer than thirty (30) consecutive minutes during which Customer cannot access or materially use the hosted Product.

Scheduled Maintenance means maintenance scheduled by EE and communicated in advance where reasonably practicable.

Scheduled Uptime means total scheduled operating time excluding Scheduled Maintenance.

Service Credit means the credit described in Section 4.