This Waydev Service Level Agreement (“SLA”) between Waydev, Inc. (“Waydev”, “us” or “we”) and users of the Waydev Services (“you”) governs the use of the Waydev Services. Capitalized words and phrases have the meaning specified in the Terms. We reserve the right to change the terms of this SLA in accordance with the Terms.

Service Commitment: 99.95% Uptime

Waydev will use commercially reasonable efforts to make the Waydev Services available with a Monthly Uptime Percentage of at least 99.95% during any monthly billing cycle (the “Service Commitment”). Subject to the Waydev 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.

Definitions

“Waydev Service” or “Service” or “Services” means your login to our shared hosted environment, it specifically excludes on-premises installations.

“Maintenance” means scheduled or unscheduled Unavailability of the Services, as announced or not announced by us prior to the Services becoming Unavailable.

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

“Service Credit” means a credit denominated in US dollars, calculated as set forth below, that we may credit back to an eligible account.

“Unavailable” and “Unavailability” mean the Waydev Service is not running or not reachable due to Waydev’s fault excluding unavailability resulting directly or indirectly from any Waydev SLA Exclusion.

Service Commitments and Service Credits

Service Credits are calculated as a percentage of the total charges due on your invoice for the monthly billing cycle (or as calculated monthly pro-rata if paid in advance) in which the Unavailability occurred, applied proportionally to the Services that were Unavailable, in accordance with the schedule below:

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 during the period of Unavailability. For Monthly Uptime Percentage less than 99.0%, you will be eligible for a Service Credit of 30% of the charges during the period of Unavailability.

Sole Remedy

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

Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by emailing contact@waydev.co. To be eligible, the credit request must be received by us within 3-days of the period of unavailability and must include:

The words “SLA Credit Request” in the subject line;

The dates and times of each Unavailability incident that you are claiming;

The primary account holder's name or company name; 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.

Waydev SLA Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of the Waydev Services, or any other Waydev Service performance issue:

That results from a loss of password, suspension, payment dispute, or contract dispute of any kind;

Caused by factors outside of our reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the Waydev network;

That results from any actions or inactions of you or any third party;

That results from the equipment, software or other technology of you or any third party (other than third party equipment within our direct control);

That results from failures of Waydev Services not attributable to Unavailability; or

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 sole discretion.

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