Service Level Agreement

 Service Availability

During the Term of the Agreement, WebKite shall ensure that the WebKite Service is operational and available to Licensee 99.9% of the time, as calculated on a monthly basis (the “Uptime Guarantee”).

All service outages and unexpected or unscheduled disruptions shall be included in calculating whether WebKite has met this Uptime Guarantee; provided, that Routine Maintenance (as defined below) of no more than 4 hours per month shall not be included in the calculation to determine adherence with the Uptime Guarantee.

Routine Maintenance

Routine Maintenance shall mean Maintenance to the WebKite Service, including such things as upgrades and service patches.  Such maintenance shall be performed between the hours of 9 p.m. and 12 a.m. E.S.T. WebKite reserves the right to perform Routine Maintenance during these hours without prior notification to Licensee. In rare instances, Licensee may be unable to access the WebKite Interface during Routine Maintenance.

If Routine Maintenance is expected by WebKite to cause material impact to Licensee’s website, WebKite shall provide notice of the scheduled maintenance 72 hours prior to commencing maintenance.  Notice shall be provided on the WebKite support site.

Security

WebKite shall use industry standard measures designed to protect the WebKite Service against virus attacks, hacking and denial of service interruptions.  Notwithstanding the foregoing, (a) Licensee shall be responsible for assessing security risks on Licensee’s website and for protecting Licensee’s website against virus attacks, hacking and denial of service interruptions; and (b) WebKite shall not be liable for any interruption in service that is the result of Licensee’s failure to adequately secure its website or the malicious act of any third party and downtime associated with or resulting from such failures by Licensee.  Such malicious acts from third parties resulting from Licensee’s failure to secure its website shall not be counted against WebKite’s Uptime Guarantee.

Service Credits

In the unlikely event that WebKite fails to meet its Uptime Guarantee, for any calendar month, Licensee shall be eligible to receive additional days of service, free of charge, with WebKite (the “Service Credit”) as follows:

Monthly Uptime Percentage Days of Service to be added to term of License Agreement at no additional charge to Licensee
< 99.9% – ≥ 99.0% 3
< 99.0 – ≥ 95.0% 7
< 95.0% 10

To be eligible to receive a Service Credit, Licensee must request such Service Credit from WebKite no later than 30 days following the end of any month in which Licensee believes that the Uptime Guarantee was not met.  Service Credits not requested within such 30 day period shall be automatically forfeited.  Service Credits shall be Licensee’s sole remedy for WebKite’s failure to meet the Uptime Guarantee.  The maximum number of Service Credits to be issued to Licensee for any month in which WebKite’s Uptime Guarantee has not been met shall be 10 days.  Service Credits shall not be redeemable for cash.

Backup Policy

WebKite maintains a database for all WebKite Data.  In the case of any data loss, the most recent valid backup of the WebKite Data shall be retrieved.

Standard Support

WebKite shall provide Licensee with standard support on an as needed basis throughout the term of the Agreement through the WebKite online support center, to be located at http://support.WebKite.com.  Until that site is available, phone-based support will be offered without charge.

Although WebKite shall make every reasonable effort to address or correct an identified technical issue through patches and or updates to the WebKite Platform, if it is determined that a technical issue has been caused by the operation of performance of Licensee’s software, code or systems, then Licensee shall be required to correct or address such issues in coordination with WebKite’s remediation efforts.