Pyrus Service Level Agreement

SLA

During the Term of the applicable Pyrus Agreement (or prior versions of the agreement governing the use of Pyrus) (the "Agreement"), the Pyrus Services web interface will be operational and available to Customer at least 99.9% of the time in any calendar month. If Pyrus does not meet the Pyrus SLA, and if Customer meets its obligations under this Pyrus SLA, Customer will be eligible to receive the Service Credits described below. This Pyrus SLA states Customer's sole and exclusive remedy for any failure by Pyrus to meet the Pyrus SLA.

Definitions

The following definitions shall apply to the Pyrus SLA.

• "Downtime" – means, for an organization, if there is more than a five percent user error rate. Downtime is measured based on server side error rate.
• "Monthly Uptime Percentage" – means 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" means the Pyrus Services.
• "Service Credit" means the following:

Customer Must Request Service Credit

In order to receive any of the Service Credits described above, Customer must notify Pyrus (or, for Customers who ordered Services from a Reseller, Customer may notify Reseller and Customer's Reseller must notify Pyrus) within thirty days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer's right to receive a Service Credit. For Customers who ordered Services from a Reseller, Customer will receive applicable Service Credit from Reseller on behalf of Pyrus.

Maximum Service Credit

The aggregate maximum number of Service Credits to be issued by Pyrus (or, for Customers who ordered Services from a Reseller, by Reseller on behalf of Pyrus) to Customer for all Downtime that occurs in a single calendar month shall not exceed fifteen days of Service added to the end of Customer's term for the Service (or the value of 15 days of service in the form of a monetary credit to a monthly-billing customer’s account). Service Credits may not be exchanged for, or converted to, monetary amounts.

Pyrus SLA Exclusions

The Pyrus SLA does not apply to any performance issues: (i) caused by factors described in the "Force Majeure" section of the Agreement; or (ii) that resulted from Customer's equipment or third party equipment, or both (not within the primary control of Pyrus).