Last Updated:  February 25, 2022

This Service Level Agreement (“SLA”) is part of the Tausight’s Cloud Products Terms and sets forth the service levels and availability of the Products.

1.       Service Level. Tausight’s goal is to make the Products operational and available to Customer at least 99.9% of the time in any calendar month, excluding periods of Maintenance (the “Performance Commitment”). If Tausight does not meet the Performance Commitment for a Product, Customer will be eligible to receive the Service Credits as described below. This SLA states Customer’s sole and exclusive remedy for any unavailability of the Products.

2.       Definitions. Capitalized terms used but not defined in this SLA have the meanings given to them in the Cloud Products Terms.

2.1       “Downtime” means a period of at least ten (10) consecutive minutes during which a Product is unavailable and cannot be accessed by Users. Intermittent interruption, downtime for a period of less than ten (10) minutes or unavailability of a Product caused by circumstances beyond Tausight’s reasonable control (including external forces affecting the reliability of the internet or Customer’s systems or network) will not be counted as Downti

2.2       “Monthly Uptime Percentage” means the Scheduled Service Uptime (as defined below) minus the total number of minutes of Downtime in a calendar month, divided by the Scheduled Service Uptime.

2.3       “Maintenance” means the window for performance of regular or emergency maintenance of the Products, including to update software, install security patches, and perform other routine maintenance procedures. Regular Maintenance typically occurs during periods of low anticipated Products usage. Notification of regular Maintenance will be provided at least twenty-four (24) hours in advance by posting on Tausight’s website at https://www.tausight.com/maintenance. During Maintenance, Users may not be able to log in, certain functionality of the Products may be offline or may be operating at reduced capacity.

2.4       “Scheduled Service Uptime” means the total number of minutes in a calendar month (e.g., 43,200 minutes in a 30-day month), minus the number of minutes of Maintenance in such month.

2.5       “Service Credit” means the percentages of the monthly Subscription Fee (as set forth below) paid by Customer for the affected Product that is awarded to Customer as a credit towards Subscription Fees for future renewals. The monthly Subscription Fee is the amount paid by Customer for Product for the Subscription Term, prorated to the affected calendar month.

3.       Service Credits. If the Monthly Uptime Percentage for any calendar month is less than the Performance Commitment and Customer is impacted by any Downtime (i.e. the Downtime occurs during Customer’s regular business hours when Customer is accessing the Products), if Customer is in compliance with the Agreement, Customer may be eligible for a Service Credit for the affected Product for that month.

The Service Credit will be calculated in accordance with the following table:

Monthly Uptime Percentage	Service Credit
99.9% or above	No Service Credit
< 99.9% and >= 99.00%	10% of the Product’s prorated monthly Subscription Fee
< 99.0% and >= 95.00%	25% of the Product’s prorated monthly Subscription Fee
< 95.00%	50% of the Product’s prorated monthly Subscription Fee

To receive a Service Credit, Customer must file a claim with Tausight within seven (7) calendar days from the last day of the calendar month for which Customer wishes to receive a Service Credit. No Service Credits will be issued for claims filed after this seven (7) day period.

To file a claim, Customer must email SLA@tausight.com with “SLA Service Credit Claim” in the subject line. The email must also include the following information:

• Date, time, and duration of the incident
• Detailed description of the incident
• Identification of Product functionality affected by the incident
• Attempts by Customer to resolve or report the incident.

The maximum Service Credit available for any single calendar month is fifty (50) percent. Service Credits must be used within one calendar year for Subscription Fees for future renewals. In no event will a refund be issued.

Customer must have reported the Downtime to Tausight’s help desk support as soon as reasonably practicable during or after the Downtime incident. Customer must provide to Tausight any additional information requested by Tausight to investigate the claim. Tausight will use all information reasonably available to it to investigate and validate the claim and to determine whether any Service Credits are due. Tausight reserves the right to modify this SLA upon thirty (30) days’ notice.

4.       Exclusions. The Performance Commitment does not apply to, and no Service Credits are available for, any interruption or unavailability of a Product: (a) caused by factors outside Tausight’s reasonable control, such as external forces affecting the reliability of the internet or any Force Majeure Event; (b) that results from Customer’s or any of its Users’ actions or inactions or those of any party acting on Customer’s behalf; (c) that results from Customer’s or any third-party’s systems, services, unavailability of Customer’s networks, or from any non-Tausight service, equipment, software or technology; (d) due to Maintenance; (e) that results from a suspension or termination of Customer’s right to use the applicable Product in accordance with the Agreement; (f) caused by Customer’s use of the Products in a manner inconsistent with the Documentation; or (g) caused by Customer’s use in excess of the Subscription Quantity.