• Service Level Agreement

     Version 1.0 – January 2017

    This ShopperKit Service Level Agreement (“SLA”) between ShopperKit, Inc. (“ShopperKit”“us” or “we”) and users of the ShopperKit Application (“you”) governs the use of the ShopperKit Application Services under the provisions of the ShopperKit Terms of Service (the “Terms”).

    Unless otherwise provided herein, this SLA is subject to the provisions of the Terms. Capitalized words and phrases have the meaning specified in the Terms. We reserve the right to change the terms of this SLA in accordance with the Terms.

    1. Service Commitment: 99.95% Uptime

    ShopperKit will use commercially reasonable efforts to make the ShopperKit Application Services available with a Monthly Uptime Percentage of at least 99.95% (the “Service Commitment”). Subject to the ShopperKit SLA Exclusions, if we do not meet the Service Commitment, you will be eligible to receive a Service Credit.

    A Monthly Uptime Percentage of 99.95% means that we guarantee you will experience no more than 21.56 min/month of Unavailability.

    1. Definitions

    “ShopperKit Application Services” mean the hosted application services required to run the ShopperKit client application, administration portal, order management and customer POS integrations.

    “Maintenance” means scheduled Unavailability of the ShopperKit Application Services as announced by us prior to the Application Services becoming Unavailable.

    “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the ShopperKit Application Services were Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any ShopperKit SLA Exclusion.

    “Service Credit” means a credit denominated in US dollars, calculated as set forth below, that we may credit back to an eligible account.

    “Unavailable” and “Unavailability” mean, sustained failure to use the ShopperKit client application, administration portal and integrations due to ShopperKit’s fault.

    1. Service Commitments and Service Credits

    Service Credits are calculated as a percentage of the total charges due on your renewal invoice, applied proportionally to the Services that were Unavailable, in accordance with the schedule below:

    • For Monthly Uptime Percentage less than 99.95% but equal to or greater than 99.0%, you will be eligible for a Service Credit of 10% of the charges attributable to the affected resources
    • For Monthly Uptime Percentage less than 99.0%, you will be eligible for a Service Credit of 30% of the charges attributable to the affected resources

    We will apply any Service Credits only against future payments for the Services otherwise due from you. Service Credits will not entitle you to any refund or other payment from ShopperKit. Service Credits may not be transferred or applied to any other account.

    1. Sole Remedy

    Unless otherwise provided in the Terms, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the ShopperKit Applications Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

    1. Credit Request and Payment Procedures

    To receive a Service Credit, you must submit a claim by emailing support@ShopperKit.com. To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:

    • the words “SLA Credit Request” in the subject line;
    • the dates and times of each Unavailability incident that you are claiming; and
    • the relevant support ticket numbers referencing when each Unavailability incident you are claiming.

    If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to your account. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

    1. ShopperKit SLA Exclusions

    The Service Commitment does not apply to any unavailability, suspension or termination of the ShopperKit Application Services, or any other ShopperKit Application Service performance issue:

    1. That results from a suspension or Remedial Action, as described in the Terms;
    2. Caused by factors outside of our reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the ShopperKit network;
    3. That results from any actions or inactions of you or any third party;
    4. That results from the equipment, software or other technology of you or any third party (other than third party equipment within our direct control);
    5. That results from failures of ShopperKit Application Services not attributable to Unavailability; or
    6. That results from any Maintenance.

    If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.