Service Level Agreement

Created October 1, 2023, effective date November 1, 2023.

Neptune Labs Inc. SLA. 

During the Term of the agreement under which Neptune Labs Inc. has agreed to provide the services to User (as applicable, the “Terms of Service agreement”), the (i) Neptune Labs Inc. hereinafter referred to as “Neptune” or “Company”, Services will be operational and available to User at least 99.9% of the time in any calendar month. If Neptune does not meet the SLA, and if User meets its obligations under this SLA, User will be eligible to receive the Service Credits described below. This SLA states User’s sole and exclusive remedy for any failure by Neptune to meet the SLA.

Definitions.

The following definitions shall apply to the NeptuneSLA.

• “Downtime” means more than a five percent user error rate. Downtime is measured based on server-side error rate.
• “Neptune Services” refers to the applications, software, products, and services provided by Neptune. 
• “Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.

“Service Credit” means the following:

Monthly Uptime Percentage	Days of Service added to the end of the billing term (for active billing Users) or monetary credit equal to the value of days (for active billing Users), at no charge to User
99% – 99.9%	3
95% – 99%	7
<95%	15

User Must Request Service Credit. In order to receive any of the Service Credits described above, User must notify Neptune within thirty days from the time User becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit User’s right to receive a Service Credit. 

Maximum Service Credit. The aggregate maximum number of Service Credits to be issued by Neptune to User for all Downtime that occurs in a single calendar month shall not exceed fifteen days of Service added to the end of User’s term for the Service (or the value of 15 days of service in the form of a monetary credit to a monthly-billing User’s account). Service Credits may not be exchanged for, or converted to, monetary amounts.

Neptune SLA Exclusions. The SLA does not apply to any services that expressly exclude this SLA (as stated in the documentation for such services) or any performance issues: (i) caused by factors described in the “Force Majeure” section of the Agreement; or (ii) that resulted from User’s equipment or third party equipment, or both (not within the primary control of Neptune).