This Service Level Addendum for SaaS (this “Addendum”) is entered into by and between the parties listed, and as of the Effective Date stated on the quote, order, referencing agreement or other any agreement that references this Addendum (the “Referencing Agreement”). For clarity, “Customer” is the specific entity listed on the Referencing Agreement and does not include parents, subsidiaries, or any other affiliated entities (unless specifically listed in the Referencing Agreement). Capitalized terms used but not defined in this document have the meanings assigned to them in the Referencing Agreement.

The following definitions apply to this Addendum:

“Downtime” means the time in which any service is not capable of being accessed or used by the Customer, as monitored by Service Provider.

“Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.

“Exclusion from Downtime” The following are not counted as Downtime for the purpose of calculating Monthly Uptime Percentage:

• Service unavailability caused by scheduled maintenance of the platform used to provide the applicable service (Service Provider will endeavor to provide seven (7) days’ advance notice of service-affecting scheduled maintenance); or
• Service unavailability caused by events outside of the direct control of Service Provider or its subcontractor(s), including any force majeure event, the failure or unavailability of your systems, the Internet, and the failure of any other technology or equipment used to connect to or access the service

During the term of the applicable SaaS Subscription Agreement between Customer and Service Provider for the services listed on the Referencing Agreement, Service Provider will use reasonable efforts to achieve a Monthly Uptime Percentage of at least 99.0% for any calendar month (the “Service Provider SLA”).