Supply Wisdom’s uptime commitment and service credit schedule for the Subscription Service are set forth below.
Additional SLOs for the subscription service are provided below.

Support Requests and Objectives

Incident Management Requests and Objectives

Key Performance Indicators (KPIs)

UPTIME COMMITMENT AND SERVICE CREDITS

Supply Wisdom will use commercially reasonable efforts to make the Subscription Service Available with a Monthly Uptime Percentage of at least 99.99% during each calendar month (the “Service Commitment”).

Definitions

“Available” means the Supply Wisdom production service is reachable and returns successful responses to requests at the designated production URL. “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the calendar month in which the Subscription Service was not Available, excluding any Unavailability resulting from an SLA Exclusion.

Service Credits

If the Monthly Uptime Percentage falls below the Service Commitment, Customer is eligible for a Service Credit calculated as a percentage of the monthly subscription fees paid for the affected Subscription Service in the month of the incident, in accordance with the schedule below. Service Credits will be calculated based on a monthly subscription fee equal to one-twelfth (1/12) of the annual subscription fees paid by Customer for the then-current Subscription Term.

SLA Exclusions

The Service Commitment does not apply to any Unavailability: (i) caused by factors outside Supply Wisdom’s reasonable control, including any force majeure event or internet access or related problems beyond the demarcation point of the Subscription Service; (ii) resulting from any actions or inactions of Customer or any third party; (iii) resulting from Customer’s equipment, software, or other technology, or third-party equipment, software, or technology not within Supply Wisdom’s direct control; (iv) occurring during scheduled maintenance for which Supply Wisdom provided at least forty-eight (48) hours’ prior notice; or (v) arising from Supply Wisdom’s suspension or termination of Customer’s right to use the Subscription Service in accordance with the Agreement.

Credit Request Procedure

To receive a Service Credit, Customer must submit a written claim to Supply Wisdom no later than the end of the second billing cycle following the month in which the Unavailability occurred. The claim must identify the dates and times of each Unavailability event and include reasonable supporting detail. Service Credits will be applied as a reduction against the subscription fees due for the immediately following Renewal Term. If Customer does not renew the Subscription Service, any unused Service Credits will be forfeited and Customer will not be entitled to any cash refund or other payment; provided, however, that if Customer terminates the Agreement specifically due to Supply Wisdom’s uncured material breach, then any accrued and unused Service Credits will be paid to Customer in cash within thirty (30) days following the effective date of termination. Credits are not transferable.

Sole and Exclusive Remedy

The Service Credits set forth in this SLA are Customer’s sole and exclusive remedy, and Supply Wisdom’s sole and exclusive obligation, for any failure to meet the Service Commitment or any other Unavailability of the Subscription Service. Total Service Credits issued in respect of any calendar month will not exceed one-twelfth (1/12) of the annual subscription fees paid by Customer for the then-current Subscription Term.