TOVUTI SERVICE LEVEL AGREEMENT

Availability Objective: TOVUTI will use commercially reasonable efforts to provide 99% Availability during the Availability Timeline set forth below for the Service.  "Availability” or “Available” means the Service is available for access and use through TOVUTI’s Internet connection.

Availability Timeline: The Availability Timeline during which TOVUTI shall use commercially reasonable efforts to provide 99% Availability is anytime outside of the three exclusions from the Availability Timeline set forth below.  Specifically excluded from the Availability Timeline is any time during which an interruption in the Service is caused by (1) a force majeure event or events which are outside TOVUTI’s reasonable control; (2) issues arising from use of the Subscription Service outside the scope of this Agreement by Customer or by Customer’s agents, customers, or customer’s third-party contractors; and/or (3) service interruption caused by Scheduled Maintenance as described below.  

Scheduled Maintenance: TOVUTI will provide Customer with at least 24 hours advance notice, unless otherwise agreed by Customer, via e-mail of all scheduled service impacting maintenance activities. Unless otherwise agreed by Customer in advance, TOVUTI will perform service impacting scheduled maintenance within a maintenance window as follows:

Remedies: In the event that TOVUTI is unable to provide the Availability Objective in any given calendar month, Customer will receive a credit (“Service Credits”) on its next invoice (or refund if all fees are prepaid) equal to the corresponding percentage noted below of one (1) month’s fees for the Subscription Service for the month in which the Availability objective was not obtained. Remedies in this section will be Customer’s exclusive remedies for TOVUTI’s failure to satisfy this Service Level Agreement. To receive Service Credits, Customer must submit a written request, within fifteen (15) days after the end of the month in which the Services was unavailable, or Customer’s right to receive Service Credits with respect to such unavailability will be waived. If service availability falls below 95.0% or TOVUTI fails to satisfy this Service Level Agreement three or more times in any twelve-month period, Customer may terminate this Agreement and receive a pro-rata refund of any unused license fees.