SERVICE LEVEL AGREEMENT

Last updated on July [__], 2024.
Capitalized terms used but not otherwise defined in this SalesAi Service Level Agreement (“SLA”) shall have the meanings ascribed to them elsewhere in the Agreement.
AVAILABILITY AND MAINTENANCE.
Functions.  End user interfaces and access to the Software will be available for use pursuant to the Agreement 99.0% of the time over the course of each calendar month, subject to the exceptions noted in Section 1(b) of this SLA.
Exceptions to Availability. The Software may not be available for use under the following circumstances: (i) Normal Maintenance and Urgent Maintenance as described in Sections 1(c) and 1(d) below; (ii) the negligent or willful acts or omissions of Client, its employees, contractors, or agents, or its end users, including, without limitation, third parties and customers; (iii) the failure or malfunction of equipment, applications, or systems not controlled by SalesAi; (iv) any third party or public network or systems unavailability; (v) circumstances or causes beyond the reasonable control of SalesAi, including instances of Force Majeure; or (vi) breach of the Agreement by Client.  
Normal Maintenance. “Normal Maintenance” means performing preventive maintenance or hardware and software upgrades to the components of the Software to add features or repair errors that are not immediately affecting Client’s use of the Software. SalesAi shall make commercially reasonable efforts to conduct Normal Maintenance during hours generally considered to be non-business hours.
Urgent Maintenance. “Urgent Maintenance” means performing maintenance on the software or hardware components of the Software to repair errors that are immediately affecting Client’s use of the Software. During Urgent Maintenance, the Software’s interface may be unavailable. SalesAi may undertake Urgent Maintenance at any time deemed necessary. Software may be down for Urgent Maintenance a total of two (2) hours per month.
Notification.  SalesAi will endeavor to provide a minimum of forty-eight (48) hours prior notice for planned Normal Maintenance and reasonable notice, dependent on the circumstances, for any required Urgent Maintenance by any means available to SalesAi to provide notice.
DOWNTIME AND CREDITS. SalesAi will grant a credit allowance to Client if Client experiences Downtime of the Software in any calendar month.  Such credit allowance shall be equal to the pro-rated charges of one day of the Subscription Fee owed to SalesAi for each twenty-four (24) hour period of Downtime or fraction thereof.  For purposes of this SLA, the term “Downtime” means the number of minutes that the Software is unavailable to Client during a given calendar month in excess of Section 1(a) above, but shall not include any unavailability which is the result of any of the exceptions noted in Section 1(b) above. Any credit allowances accrued by Client may be offset against payments owed or to be owed to SalesAi pursuant to the Agreement, provided that a maximum of one (1) month of credit may be accrued per month. Client’s sole and exclusive remedy in connection with Downtime shall be receipt of the credit contemplated by this Section 2.