SaaS Service Level Agreement

Last Updated: 23 March 2019

This Audacix Service Level Agreement (“SLA”) between UMK Capital Pty Ltd, trading as Audacix (“Audacix”, “us”, "our" or “we”), and users of Audacix's solutions (“you”) governs the use of software-as-a-service products ("SaaS Products") under the provisions of Audacix's Standard Terms and Conditions (the “Terms”).

Unless otherwise provided herein, this SLA is subject to the provisions of the Terms.

1. Definitions

“Maintenance” means scheduled Unavailability of SaaS Products, as announced by us prior to the SaaS Products becoming Unavailable.

“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the SaaS Products were Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.

“Service Credit” means a credit denominated in the currency of your invoiced amounts, calculated as set forth below, that we may credit back to an eligible account.

“Unavailable” and “Unavailability” mean, for app services and databases, when our SaaS Products are not running or not reachable due to Audacix’s fault. This excludes when (a) SaaS Products are unreachable because of service fluctuations in our partners' services, including but not limited to, Google Cloud and/or Amazon Web Services; (b) where your applications under test may be adversely affecting the performance of Our SaaS Products; and (c) events listed under the heading "SLA Exclusions" below.

2. Service Commitment: 99.95% Uptime

Audacix will use commercially reasonable efforts to ensure that our SaaS Products are available with a Monthly Uptime Percentage of at least 99.95% during any monthly billing cycle (the “Service Commitment”). Subject to the SLA Exclusions, if we do not meet the Service Commitment, you will be eligible to receive a Service Credit.

A Monthly Uptime Percentage of 99.95% means that we guarantee you will experience no more than 21.56 min/month of Unavailability.

3. Service Credits

Service Credits are calculated as a percentage of the total charges due on your Audacix invoice for the monthly billing cycle in which the Unavailability occurred, applied proportionally to the Services that were Unavailable, in accordance with the following schedule:

• For Monthly Uptime Percentage less than 99.95% but equal to or greater than 99.0%, you will be eligible for a Service Credit of 10% of the charges attributable to the affected resources
• For Monthly Uptime Percentage less than 99.0%, you will be eligible for a Service Credit of 20% of the charges attributable to the affected resources

We will apply any Service Credits only against future payments for the Services otherwise due from you. At our discretion, we may issue the Service Credit to the credit card you used to pay for the billing cycle in which the Unavailability occurred. Service Credits will not entitle you to any refund or other payment from Audacix.

A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar (US$1). Service Credits may not be transferred or applied to any other account.

4. Sole Remedy

Unless otherwise provided in the Terms, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

5. Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by sending an email to the email address listed on your invoices. To be eligible, the credit request must be received by us within 14 days of the end of the billing cycle in which the incident occurred.

Your email must include:

• The words “SLA Credit Request” in the subject line;
• The dates and times of each Unavailability incident that you are claiming; and
• Logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

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.

6. SLA Exclusions

The Service Commitment does not apply to any Unavailability:

1. That results from a suspension or Remedial Action, as described in the Terms;
2. Caused by factors outside of our reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the Audacix network;
3. That results from any actions or inactions of you or any third party;
4. That results from the equipment, software or other technology of you or any third party (other than third party equipment within our direct control);
5. That results from failures of our SaaS Products not attributable to Unavailability; or
6. That results from any Maintenance.

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.