MPOWR SERVICE LEVEL AGREEMENT

This MPOWR Service Level Agreement (“SLA“) is provided by MPOWR, a division of Supplycore Inc. (“MPOWR”), and is an addendum to the Terms of Service for certain applicable MPOWR software-as-a-service platforms (each of which is referred to herein as an “MPOWR System”). The provisions set forth below apply to a Customer’s use of an MPOWR System if it is covered under a Premier Support Services Plan as described at mpowr.com/support-services.

The purpose of this SLA is to set forth the performance levels which MPOWR must meet for each applicable MPOWR System. Capitalized terms used but not defined in this SLA shall have the meanings set forth in the Terms of Service that apply to Customer’s specific MPOWR System.

1.  Service Levels. Subject to the terms and conditions of this SLA and the applicable MPOWR System Terms of Service, MPOWR will use commercially reasonable efforts to make the applicable MPOWR System Available (as defined below) at least 99.9% of each calendar month during the Customer’s applicable Subscription Term.

1.1  The terms “Available” and “Availability” shall mean: (i) Customer and its Authorized Users are capable of accessing the applicable MPOWR System using the most current version of a globally recognized web browser; and (ii) the applicable MPOWR System is operating free of critical errors and its core functionality is comparable to Customer’s normal operating experience.

1.2  The term “Downtime” shall mean any period of time, other than Scheduled Downtime as defined in Section 4 below, in which the applicable MPOWR System is not Available.

1.3  The term “Total Scheduled Availability” shall mean seven (7) days per week, 24 hours per day.

1.4  The term “Actual Availability” shall mean Total Scheduled Availability minus Downtime in minutes.

1.5  The term “Monthly Availability Percentage” shall mean Actual Availability in the relevant calendar month divided by Total Scheduled Availability in the relevant calendar month multiplied by 100.

1.6  A “Service Level Failure” occurs anytime the Monthly Availability Percentage for the applicable MPOWR System was less than 99.9%.

1.7  Reporting. MPOWR will provide updates and information about Availability and outages at status.mpowr.com.

2.  Service Level Exceptions. This SLA shall not apply to any Service Level Failure that is caused in whole or in part by any of the following conditions or events:

2.1  Any failure of Customer or its Authorized Users to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or otherwise use the MPOWR System in accordance with the applicable Documentation.

2.2  Customer’s or its Authorized User’s use of the MPOWR System in a manner that is inconsistent with the features and functionality of the MPOWR System (for example, attempts to perform operations that are not supported, access files that do not exist, or operate the MPOWR System using faulty input, instructions or arguments).

2.3  A condition or event that falls under the definition of “Force Majeure” as defined under the applicable MPOWR System Terms of Service.

2.4  A failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other component of an MPOWR System that is not Controlled by MPOWR, including any failure of Customer’s or its Authorized User’s Internet connectivity. For purposes of this Section 2.4, an MPOWR System component is not “Controlled” by MPOWR unless the applicable failure, interruption, outage or other problem: (i) could have been prevented by one or more specifically identifiable and timely actions by MPOWR; or (ii) would not have occurred but for a specifically identifiable omission of MPOWR.

2.5  Scheduled Downtime, as defined in Section 4 below; or

2.6  MPOWR disabling, suspending, or terminating access to the applicable MPOWR System in accordance with the applicable MPOWR System Terms of Service (such as, for example, if MPOWR suspends or terminates the MPOWR System due to a material breach of the Terms of Service).

3.  Service Level Failures and Remedies. For any Service Level Failure, and subject to the Customer Obligations set forth below, Customer will be eligible to request a credit calculated as a percentage of the Pro-Rated Subscription Fee for the applicable MPOWR System. The term “Pro-Rated Subscription Fee” means either (i) for Customers on a monthly subscription plan, the amount of one monthly Subscription Fee regardless of where the Customer’s billing cycle falls within any calendar month; or (ii) for Customers on an annual subscription plan, an amount equal to 1/12th of the annual Subscription Fee.

The credit to be applied for any Service Level Failure will be calculated as follows (each a “Service Credit“):

Monthly Availability Percentage Service Credit
>= 99.9% No Credit
< 99.9% to >= 97.5% 10% of the Pro-Rated Subscription Fee
< 97.5% to >= 95% 15% of the Pro-Rated Subscription Fee
Below 95% 20% of the Pro-Rated Subscription Fee

In order to receive any Service Credit, Customer must do the following (the “Customer Obligations”): Submit a ticket at support.mpowr.com within ten (10) business days after the end of the calendar month in which the Service Level Failure occurred with all fields fully and accurately completed, and provide any other reasonably requested information or documentation. Our monitoring and logging infrastructure is the source of truth for determining Monthly Availability Percentage.

In no event will a Service Credit for any calendar month exceed twenty percent (20%) of the Pro-Rated Subscription Fee.

Upon receipt of Customer’s request for a Service Credit, MPOWR will evaluate all information reasonably available about the incident and make a good faith determination of whether a Service Credit is owed. MPOWR will use commercially reasonable efforts to review and evaluate Customer’s Service Credit request within ten (10) business days after it is received. If MPOWR reasonably determines that a Service Credit is owed, such Service Credit will be promptly applied to Customer’s account. Customer may not unilaterally offset any Subscription Fees that are otherwise due because of a Service Level Failure.

4.  Scheduled Downtime. The term “Scheduled Downtime” shall mean those periods during which the MPOWR System will be temporarily offline when necessary to apply software updates and otherwise improve, upgrade or maintain the MPOWR System. MPOWR will use commercially reasonable efforts to conduct Scheduled Downtime between the hours of 6:00 p.m. and 6:00 a.m. Central Standard Time or Central Daylight Time (as applicable). Additionally, MPOWR will provide Customer at least forty-eight (48) hours prior notice of all Scheduled Downtime.

5.  Amendments. MPOWR may amend the terms of this SLA from time to time. Initially, the version of this SLA that applies to each MPOWR System will be the version that was current when a Customer’s subscription began. Upon renewal of the subscription, the version of this SLA that is current at the time of renewal will apply throughout that renewal term. Customer may review the most current version of this SLA, as well as any prior versions, by visiting mpowr.com/sla.

6.  Compliance with Terms of Service. MPOWR shall not be required to apply any Service Credits unless Customer and its Authorized Users are in compliance with the Terms of Service for all MPOWR Systems which Customer has licensed (whether or not such MPOWR Systems are affected by the Service Level Failure).

7.  Sole Remedy. This SLA sets forth MPOWR’s sole obligation and liability, and Customer’s sole remedy, for any Service Level Failure. Except as provided in this SLA, Customer’s use of any MPOWR System is governed by the applicable MPOWR System Terms of Service.

8.  Terms of Service Incorporated by Reference. This SLA applies independently to each applicable MPOWR System and is an addendum to the Terms of Service for each applicable MPOWR System. Accordingly, the Terms of Service for the MPOWR System to which this SLA is applied are incorporated herein by reference with respect to that MPOWR System.