The following terms shall have the meanings assigned to them in this Section 1.
Capitalized terms used but not defined in this SLA shall have the meanings assigned to them in the Agreement.

a. “Agreement” means the terms and conditions or services agreement entered into between the parties, together with applicable Enrollment Forms.

b. “Business Hours” means 6:00 a.m. to 5:00 p.m. Pacific Time, Monday through Friday, excluding U.S. federal holidays.

c. “Emergency Maintenance” means any downtime due to an urgent or unexpected need to perform maintenance or updates, including without limitation, due to denial of service attacks, network floods and hacking, for which advance notice cannot be provided.

d. “Error” means an error, bug or defect with the Services that causes them to operate incorrectly (or interact with other software or data incorrectly) or results in errors when using the Services or otherwise materially degrades the Services and is documented by Subscriber and reproduced by Vanilla.

e.“Scheduled Maintenance” means scheduled downtime to perform updates to the Services.

f. “Service Outage” means an unexpected, unscheduled event that renders the Services inaccessible to Subscriber, and excludes, for the sake of clarity, any Scheduled Maintenance and other items identified in Section 5 (Exclusions) below.

g. “Targeted Resolution” means a permanent modification or addition (e.g., an update) to the affected Services that establishes conformity of the Services to its written specifications and/or technical requirements and causes the Services to operate correctly without Error.

h. “Workaround” means a change in the procedures followed or data supplied by Subscriber to avoid an Error without substantially impairing Subscriber’s ability to use the Services.

2. ERROR PRIORITY AND RESPONSE TIMES.

Upon written notification from Subscriber of an Error with the Services, Vanilla will attempt to reproduce the Error and assign it a priority level in accordance with the following table (the “Error Priority Level”). Vanilla shall classify the priority of an Error based on its reasonable assessment of the Error’s effect on Subscriber’s use of the Services. Vanillawill use reasonable efforts to meet the following response times:

3. ACCESSIBILITY AND UPTIME.

a. Availability. The Services will generally be accessible twenty-four (24) hours a day, seven (7) days a week. Vanilla guarantees that the Services will meet an Availability Percentage of at least ninety-eight percent (98%) of the time in each calendar month (the “Availability Target”). “Availability Percentage” for the month will be calculated as one hundred percent (100%) minus the number of minutes in such calendar month that the Services are suffering from a reported Service Outage divided by the total number of minutes in the calendar month. Final determinations with respect to the Availability Percentage will be based solely on Vanilla’s records and data.

b. Service Level Credits. If the Availability Percentage falls below 98% in any calendar month during the Term (each an “Availability Event”), Subscriber will be entitled to request a credit to be applied against the fees for the next renewal Term of the Service (“Fee Credit”) by submitting notice to Vanilla by emailing help@justvanilla.com. Such notice must contain all the information required by such form and must be sent within 30 days following the end of the calendar month in which the Availability Event occurred for Subscriber to be eligible to receive a Fee Credit. Vanilla will validate Availability Events against Vanilla’s system records and will determine Fee Credits in accordance with the following table:

c. Sole Remedy. Fee Credits represent Subscriber’s sole remedy, and Vanilla’s sole liability, under this SLA for any Availability issues Subscriber may experience with respect to the Services. If Subscriber requests or receives relief or remedy from Vanilla independent from this SLA with respect to an Availability issue, Subscriber will not be entitled to request or receive Fee Credits under this SLA with respect to such Availability issue.

d. Scheduled Downtimes. Vanilla will use commercially reasonable efforts to schedule downtimes for the Services only from 9:00 p.m. to 5:00 a.m. Monday through Thursday and from 9:00 p.m. Friday to 5:00 a.m. Monday, all times Pacific Time. Vanilla will give notice of each Scheduled Maintenance via the Services or email.

4. TECHNICAL ASSISTANCE.

a. In General. Vanilla shall provide technical support, including assistance designed to resolve problems with the Services, to Subscriber’s administrators or designated technical contact. Vanilla technical support can be reached at help@justvanilla.com.

b. Support Hours. Vanilla’s technical support staff shall be available to provide the aforementioned technical assistance during Business Hours.

5. EXCLUSIONS.

Vanilla’s obligations and Subscriber’s entitlement to remedies under this SLA do not apply to the following circumstances: (i) the performance of Internet networks controlled by other companies or traffic exchange points (including NAPs and MAEs) that are controlled by other companies; (ii) any technology, data or content (including any Subscriber data or technology) which are either supplied by Subscriber to Vanilla for inclusion in the Services, or are supplied by third parties or are made to interface with the Services through Subscriber’s third party arrangements or business relationships; (iii) Subscriber takes any action that imposes an unreasonable or disproportionately large load on Vanilla’s infrastructure; (iv) any connections (including but not limited to browsers, modems, telecom lines, or other communication software, devices or channels) of any user related to Subscriber’s use of the Services, including Authorized Users and End Clients; (v) the problem is a result of the negligent or willful acts or omissions of Subscriber, its employees, contractors or agents or its Authorized Users, including Subscriber’s nonfulfillment of its obligations under the Agreement; (vi) the Services are unavailable as a result of circumstances or causes beyond the reasonable control of Vanilla or any Force Majeure Event; (vii) the Services are unavailable due to termination or suspension of the Services under the Agreement due to violations of applicable law; or (viii) any Scheduled Maintenance or Emergency Maintenance. Vanilla shall have no liability for any changes in Subscriber’s hardware which may be necessary to use the Services due to a Workaround.