Clarity Service Level Agreement

 

This Clarity Service Level Agreement (“SLA”) sets forth the service level terms and conditions for the Bloomreach Clarity service pillar identified in the applicable Sales Order between Bloomreach and Customer (“Agreement”). This SLA is attached and forms an integral part of the Agreement concluded between Bloomreach and Customer.

 

1. UPTIME

1.1 During the Sales Order Term (“Term”) of the Agreement, Bloomreach shall guarantee Customer the monthly uptime percentage of the services as specified in the table below (“Guaranteed Uptime”). The Guaranteed Uptime applies exclusively to the following elements: Bloomreach APP and API. The actual monthly uptime percentage of services is measured by a third party, Status Cake. Bloomreach reserves the right to change the monitoring tool.

Guaranteed Uptime
Multitenant Instance	Single tenant Instance	Exclusive Instance
99.6%	99.85%	99.85%

 

1.2 If Bloomreach does not meet the Guaranteed Uptime and if Customer meets its obligations pursuant to Section 1.5 herein, Customer will be eligible to receive the Financial Credits described in the table below:

	Percentage of monthly Fee for subscription services that will be credited to future invoice to Customer
Actual Monthly Uptime Percentage	Multitenant Instance	Single tenant Instance	Exclusive Instance
Guaranteed Uptime – 99.00%	5%	15%	15%
98.99%-95.00%	10%	30%	30%
94.99%-92.00%	15%	50%	50%
below 91.99%	30%	75%	75%

 

1.3 Customer shall have the right to terminate the Clarity services during the Term if the Actual Monthly Uptime Percentage is below 91.99% for two consecutive months in any 12-month period and Customer has notified Bloomreach in every case in accordance with Section 1.5 herein that the Actual Monthly Uptime Percentage was below 91.99%. Customer shall have the right to receive a pro-rated refund of any Fees for services already paid for which fall in the period from the effective date of the termination.

1.4 Customer acknowledges and agrees that Financial Credits defined in Section 1.2 herein and the right to terminate the services specified in Section 1.3 herein are the Customer’s sole and exclusive remedies for any failure by Bloomreach to meet any obligations arising out of this SLA.

1.5 In order to receive any of the Financial Credits described in Section 1.2 herein, Customer shall notify Bloomreach in writing by the 15th of the month following the month in which Guaranteed Uptime was not met. If Customer does not comply with this requirement, Customer will forfeit its right to receive Financial Credit. For the avoidance of doubt, the Financial Credits shall be calculated monthly.

1.6 The aggregate maximum number of Financial Credits to be issued per month by Bloomreach to Customer under this SLA is limited to the percentage of the monthly Fee for subscription services specified in the table below. Financial Credits will be made in the form of a monetary credit applied to the next invoice.

Maximum Financial Credits per month
Multitenant Instance	Single tenant Instance	Exclusive Instance
30%	75%	75%

 

2. EXCLUSIONS

2.1 This SLA shall not apply to any of the following, and the Guaranteed Uptime does not include:

a) system outages (i) due to changes in the services requested by the Customer, (ii) due to implementation of security patches, (iii) notified by Bloomreach 48 hours in advance.

b) system outages caused by factors outside of Bloomreach reasonable control, and/or by malfunctions of systems operated by third parties (e.g. internet providers or platforms).

c) errors (i) caused by factors outside of Bloomreach’s reasonable control; (ii) that resulted from Customer’s software or hardware or third party software or hardware, or both; (iii) that resulted from abuses or other behaviors by Customer that violate the Agreement; and (iv) system outages caused by Bloomreach’s attempts to fix errors described in Section 2.1 (c) of this SLA.

 

3. DEFINITIONS

4.1 Capitalized words not defined herein shall have the meaning ascribed to such words in the Agreement.

4.2 In this SLA, the following terms have the following meanings:

Agreement	Agreement means order form, sales order, reseller agreement, cooperation agreement, or any other agreement concluded between Bloomreach and Customer.
API	The API subdomain will be used to track data on Customer’s website or via Customer’s backend. This will be the subdomain specifying the endpoints for all the API calls/requests.
APP	The online portal, which will be accessed by Customer’s employees and the Bloomreach project team, e.g., https://app.uk.exponea.com/login.
Downtime	Downtime means that the APP or API are not available for a period of one or more consecutive minutes according to measurement methodology as set out in clause 1.1. Partial minutes or intermittent periods of less than one minute will not be counted towards any Downtime.
Monthly Uptime Percentage	Monthly Uptime Percentage means total number of minutes in a month, minus the number of minutes of Downtime in the same month, divided by the total number of minutes in that month and multiplied by 100.