1. Service uptime commitment 

For the purpose of measuring the quality of service that WAU Solutions is delivering to Customer, WAU Solutions provides the following commitment: WAU Solutions will provide Customer access to the WAU Portal on a twenty-four hour, seven days a week (24x7) basis at a rate of 99.9 % (“SaaS Services Uptime Metric”). The SaaS Services Uptime Metric commences on the Go Live Date. “The Go Live Date” is the date at which the Customer has started paying for the service.  

2. Measurement method 

The SaaS Services Uptime Metric shall be measured using WAU Solutions monitoring software. On a quarterly basis, the SaaS Services Uptime Metric will be measured using the measurable hours in the quarter (total time minus planned downtime, including maintenance, upgrades, etc.) as the denominator. The numerator is the denominator value minus the time of any outages in the quarter (duration of all outages combined) to give the percentage of available uptime (2,198 actual hours available / 2,200 possible available hours = 99.9 availability). An “outage” is defined as two consecutive monitor failures within a five-minute period, lasting until the condition has cleared.  

3. Boundaries and exclusions 

The SaaS Services Uptime Metric shall not apply to performance issues caused by the following:

  1. Overall Internet congestion, slowdown, or unavailability
  2. Unavailability of generic Internet services (e.g. DNS servers) due to virus or hacker attacks 
  3. Force majeure events as described in the terms of agreement
  4. Actions or inactions of Customer (unless undertaken at the express direction of WAU Solutions) or third parties beyond the control of WAU Solutions
  5. A result of Customer equipment or third-party computer hardware, software, or network infrastructure not within the sole control of WAU Solutions
  6. Scheduled infrastructure maintenance 

 In addition to scheduled SaaS infrastructure maintenance, upgrades and patches that occur approximately four times per year may require downtime in addition to the scheduled maintenance. The downtime will be scheduled in advance and coordinated with Customer. 

4. Reporting 

WAU Solutions will provide a SaaS Services Uptime Metric Report (“Uptime Metric Report”) in accordance with this attachment to the Customer upon request. If Customer does not agree with the Uptime Metric Report, written notice of the dispute must be provided to WAU Solutions within fifteen (15 days) of receipt of the Uptime Metric Report.

5. Service Credits 

WAU Solutions’s exceeding, meeting, or failing to meet the SaaS Services Uptime Metric as measured over any quarter may be reflected in adjustments to the duration of the initial contract year for SaaS pursuant to the following schedule (“Service Credits”): 

 

Ratings below 99% for a quarter shall be escalated by both parties.

The SaaS Service Credits shall be cumulative and extend the initial term of the agreement at no cost to Customer. The Service Credits are capped at thirty (30) days per month.

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