This BloomReach Service Level Agreement (“SLA”) sets forth the service level terms and conditions for the BloomReach product provided by BloomReach to Customer during the term of the applicable Sales Order and Master Services Agreement between BloomReach and Customer (“Agreement”) and is subject to such Agreement.Capitalized terms not otherwise defined in this SLA have the meanings given in the Agreement.

1. Availability and Internal Response Time. 

BloomReach will use commercially reasonable efforts to ensure the BloomReach APIs are operating and available with an uptime of  95% during each calendar month as measured and verified by Gomez Networks or other mutually agreed third-party monitoring agents (“Availability”).

2. Exclusions. 

Availability shall exclude, and BloomReach shall not be responsible for, any unavailability which occurs as a result of due to: (a) changes made to Customer Site(s) after initial implementation that cause the BloomReach product to cease working or to function improperly; (b) general internet problems, force majeure events or other factors outside of BloomReach’s reasonable control; (c) Customer’s equipment, software, network connections or other infrastructure; (d) third party systems, acts or omissions.

3. Service Credits. 

(a) If there is a verified failure of the applicable BloomReach product to meet Availability in a particular month and Customer makes a request for a service credit to [email protected] within ten (10) days after the end of such month, Customer will be entitled to a credit based on the monthly fees due for the affected BloomReach product in such month (“Service Credit”). The Service Credit will be calculated as follows:
 

(b) BloomReach will apply each Service Credit to Customer’s next invoice, provided that Customer’s account is fully paid up, without any outstanding payment issues or disputes.  Should a Service Credit be earned in the final month of a Services Term provided to Customer, BloomReach will apply the credit against outstanding amounts due to BloomReach under this Agreement, and if no amounts are due, BloomReach will refund the credit amount to Customer.

4. Recurring Outage.

If the average monthly availability of the applicable BloomReach product is less than 94% for any two (2) consecutive months (a “Recurring Outage”), Customer may terminate the Services Term for the affected BloomReach product with written notice to BloomReach and such termination shall be effective as of the end of the calendar month following the month in which the Recurring Outage occurred, provided that Customer has given at least 10 days’ notice of termination, and shall be without liability, except all payment obligations incurred through the date of termination will remain due and payable. Only unavailability for which Customer is eligible for and has requested a Service Credit pursuant to Section 3 above to [email protected] will be counted towards a Recurring Outage.   For the avoidance of doubt, termination of the Services Term for the affected BloomReach product pursuant to this SLA does not affect any other Services Terms for BloomReach products in effect between the parties.

5. Exclusive Remedies. 

Service Credits constitute liquidated damages and are not a penalty. Service Credits and termination for a Recurring Outage, as applicable, are Customer’s sole and exclusive remedies, and BloomReach’s sole and exclusive liability, for BloomReach’s failure to meet the Availability.

6. Customer Support.

BloomReach offers support services for the BloomReach products (“Support”) in accordance with the following terms.

1. Support Hours.  Except for P 1 incidents, Support is provided during BloomReach’s normal business hours (9AM – 6PM Pacific Time).
    
2. Incident Submission and Customer Cooperation.  Customer may report errors or abnormal behavior in a BloomReach product (“Incidents”) by contacting BloomReach at the applicable email or phone number specified below. Customer will provide information and cooperation to BloomReach as reasonably required for BloomReach to provide Support, (for example: aspects of the BloomReach product that are unavailable or not functioning correctly; incident’s impact on users; start time of Incident; list of steps to reproduce Incident: relevant log files or data; wording of any error message; and Incident ID# (when specified by BloomReach). 
    
3. Incident Response.  BloomReach’s Support personnel will assign a priority level (“Priority Level”) to each Incident and seek to provide responses and updates based on the table below.