Service Level Agreement

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This Service Level Agreement (“SLA”) is a policy governing the use of Cryptlex’s (the Service Provider ) cloud-based services under the terms of the Cryptlex Terms of Service (the “Terms of Service”) between Cryptlex LLC, and users of Cryptlex’s cloud-based services (“Customer”). This SLA applies separately to each account using Cryptlex’s cloud-based services. Unless otherwise provided herein, this SLA is subject to the terms of the Terms of Service. Service Provider and Customer hereby agree as follows:
1. Service Commitment
Service Provider will use commercially reasonable efforts to achieve a Monthly Uptime Percentage (defined below) of at least 99.9%, in each case during any monthly billing cycle (the “Service Commitment”). In the event Service Provider does not meet the Service Commitment, the Customer will be eligible to receive a Service Credit as described below. These credits are the Customer's exclusive remedy for any failure by Service Provider to meet the Service Provider SLA.
2. Definitions
The following terms shall be given the meaning set forth below:
“Downtime” means the time in which any Service Provider’s cloud-based service is not capable of being accessed or used by the Customer, as monitored by Service Provider. 
“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of continuous 5-minute periods of Downtime suffered during the month. Monthly Uptime Percentage measurements exclude downtime resulting (directly or indirectly) from any Service Provider's SLA Exclusions defined below.
A “Service Credit” is a credit denominated in USD, calculated as set forth below, that we may credit back to an eligible account.
3. Service Credits
Credits are issued as a financial reimbursement if Service Provider does not meet the Service Provider SLA for the monthly billing cycle in which the Downtime occurred. Upon approval of a claim we will provide the applicable remedy set forth below:
Monthly Uptime Percentage
Service Credit
Less than 99.9% but >= 99.0%
10% of the monthly fee
Less than 99.0% but >= 98.0%
20% of the monthly fee
Less than 98.0%
30% of the monthly fee
We will apply any Service Credits only against future payments otherwise due from you. Service Credits will not entitle the Customer to any refund or other payment from Service Provider. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than $1USD. Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Terms of Service, Customer's sole and exclusive remedy for any unavailability, non-performance, or other failures by Service provider to provide Service Provider’s cloud-based services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.
4. Claim Procedure
To receive a Service Credit, the Customer must submit a claim by sending an email to [email protected]. To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include the following information:
Customer name, registered email address, and company id.
The name of the service to which the claim relates.
Information supporting each claim of Downtime, including date, time, and a description of the incident and affected service, all of which must fall within the billing cycle for which you are submitting a claim.
If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.
5. Service Provider SLA Exclusions
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 days’ advance notice of service-affecting scheduled maintenance).
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 Customer’s systems, the Internet, and the failure of any other technology or equipment used to connect to or access the service.
Service unavailability that resulted from any actions or inactions of Customer or any third party (other than the Service Providers direct hosting subcontractor);
Service unavailability that resulted from Customer's equipment, software or other technology and/or third-party equipment, software or other technology (other than third party equipment within our direct control);
Service unavailability arising from our suspension and termination of Customer's right to use Service Provider’s cloud-based services in connection with any breach by you of the Terms of Service or otherwise in accordance with the Terms of Service. If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.
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Outline
1. Service Commitment
2. Definitions
3. Service Credits
4. Claim Procedure
5. Service Provider SLA Exclusions