1            Overview

1.1         This Service Level Agreement applies to the Services as set out in the Optimaze AI Services Agreement (Agreement). In the event of any inconsistency between this Service Level Agreement and the terms of the Agreement, the terms of Agreement will take priority.

2 Definitions

2.1         Unless the context requires otherwise, defined terms in the Agreement have the same meaning in this Service Level Agreement and the following definitions also apply:

Availability means: (Total Minutes - Downtime / Total Minutes) x 100

Availability Target means: 95%.

Downtime means the number of whole minutes within the relevant calendar month that you are unable to access the Services. Downtime does not include the time that the Services are unavailable due to Scheduled Downtime, Emergency Maintenance or an Excluded Event.

Emergency Maintenance means any maintenance deemed necessary to protect and maintain the security or integrity of the Services.

Excluded Event means each of the following:

(a)          failure caused by any software, hardware or other components outside our network or not provided by us;

(b)         any trial or beta software (being any software released to the market for testing and feedback);

(c)          Force Majeure Event;

(d)         any resource reduction directed and approved in writing by you despite our written notice that such reduction may result in that failure or less than optimum performance;

(e)          any modification, revision, variation, translation or alteration of the Services that is not authorised by us;

(f)          failure of access circuits to our network or upstream providers, unless such failure is caused solely by us;

(g)          your acts or omissions (or the acts or omissions of others engaged or authorised by you), including, without limitation, any negligence, willful misconduct, or use of the Services in breach of the Agreement;

(h)         outages elsewhere on the internet that hinder or prevent access to the Services or your account;

(i)           failure caused by Your Data;

(j)           failure caused by third party products or services; and

(k)          IP address blacklisting by third parties.

Failure means that we have failed to achieve the Availability Target for the Services in the relevant calendar month.

Scheduled Downtime means planned maintenance or upgrades to the Services in accordance with the Agreement.

Service Credit means any fee rebate or refund, as determined in accordance with clause ‎3.3.

Service Credit Request has the meaning given to it in clause ‎3.2.

Total Minutes means the total number of minutes in the relevant calendar month.

3           Service Level - Availability

3.1         During the Term, we will use commercially reasonable efforts to provide you with the Services in accordance with the Availability Target.

3.2 If in any calendar month you encounter a Failure, you may claim the applicable Service Credit in accordance with the terms of this Service Level Agreement. To claim a Service Credit, you must send us a notice within 30 days of the end of the calendar month in which the Failure occurred ("Service Credit Request"). A Service Credit Request must include details of all the dates and times in which you experience the Downtime in the relevant calendar month and any other information reasonably requested by us.

3.3 During the Term, the Service Credits are to be calculated as follows:

Availability less than 95% but more than 80%: 20% Service credit

Availability less than 80% but more than 60%: 50% Service credit

Availability less than 60%: 100% Service credit

3.4 If we assess your Service Credit request and confirm that we have not met the Availability Target, we will:

(a) where the term has not ended, apply the relevant Service Credit based on the Availability achieved to the Fees in the next invoice for the Services; or

(b) where the Term has ended, apply the relevant Service Credit based on the Availability achieved to the Fees in the last invoice for the Services in the Term and issue a refund of that amount.

3.5         Service Credits are non-transferrable and, subject to clause ‎3.4(b), are not redeemable for cash.

3.6         Despite anything to the contrary, you are not entitled to any Service Credit:

(a)            that, where clause ‎3.4(a) applies, exceeds 100% of the Fees due in the next invoice;

(b)            that, where clause ‎3.4(b) applies, exceeds 100% of the Fees in the last invoice for the Services in the Term;

(c)             for so long as any undisputed invoice is overdue; or

(d)            if you are in breach of the Agreement.