Support Terms

Service Commitment

EnFi will use commercially reasonable efforts during each month of the Term to make the Software available to the Monthly Uptime Percentage of at least 99.5% (the “Service Commitment”).  In the event the Software does not meet the Service Commitment, as EnFi’s sole obligation and liability and Customer’s sole remedy under this Agreement, Customer will be eligible to receive a Service Credit as described below.

Service Credits

Service Credits that accrue in a given month shall be equal to the SaaS Fees Per Hour multiplied by the number of whole hours (rounded down to the nearest whole hour) of Downtime Period experienced during the month, provided that in no case shall the Service Credits in any month exceed thirty percent (30%) of the Monthly SaaS Fees.  The following definitions shall apply:

“SaaS Fees” means the annual software subscription fee paid or payable under the applicable Order for the Software that failed to meet the Service Commitment.

“Monthly SaaS Fees” means the SaaS Fees divided by twelve (12).

“SaaS Fees Per Hour” means the SaaS Fees divided by 8,760.  (365 multiplied by 24 is equal to 8,760.)

EnFi will apply any Service Credits only against future EnFi payments otherwise due from Customer.  Service Credits will not entitle Customer to any refund or other payment from EnFi.  Service Credits may not be transferred or applied to any other account.

Credit Request and Payment Procedures

To receive a Service Credit, Customer will need to submit a claim to support@enfi.ai.  To be eligible, the credit request must be received by EnFi by the end of the second month following the month in which the incident occurred and must include:

  1. the words “SLA Credit Request” in the subject line;
  2. the dates and times of each Downtime incident Customer is claiming; and
  3. server log files that document the loss of external connectivity errors (including the date and time those errors occurred) and corroborate Customer’s 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 EnFi and is less than the Service Commitment, then EnFi will issue the Service Credit to Customer in the next applicable invoice.  Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving a Service Credit.

SLA Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of the Software, or any other EnFi performance issues: (i) caused by factors outside of EnFi’s reasonable control, including any Force Majeure Event or Internet access or related problems beyond the demarcation point of the Software; (ii) resulting from any actions or inactions by or on behalf of Customer or any third party, including, without limitation, EnFi’s cloud hosting provider, cloud computing services provider or global content delivery network provider; (iii) caused by underlying open source software; (iv) resulting from Customer’s equipment, software or other technology and/or third-party equipment, software or other technology; (v) Maintenance (as defined below); or (vi) arising from EnFi’s suspension and termination of Customer’s right to use the Software in accordance with the Agreement (collectively, the “SLA Exclusions”).

If availability is impacted by factors other than those used in EnFi’s calculation of Downtime Period, then EnFi may issue a Service Credit considering such factors at its discretion.

Definitions

“Downtime” means loss of external connectivity from Customer’s software to the Software due to the failure of the Software or EnFi’s own infrastructure, systems or networks.  Downtime will not include any such loss of external connectivity that arises directly or indirectly as a result of any of the SLA Exclusions.

“Downtime Period” means Downtime commencing from the time EnFi has received from Customer an inbound support ticket reporting the instance of Downtime.  Intermittent Downtime for a period of less than five minutes will not be counted towards any Downtime Periods.

“Maintenance” means (a) scheduled maintenance or upgrades which will be performed from 10:00 p.m. to 4:00 a.m. ET Monday through Friday and from 6:00 p.m. to 6:00 a.m. ET on Saturday and Sunday, and (b) critical unforeseen emergency maintenance needed for the security or performance of the Software as may be performed at any time.

“Monthly Uptime Percentage” means the total number of minutes in a month, minus the number of minutes of Downtime suffered from all Downtime Periods in a month, divided by the total number of minutes in a month.  If Customer has been running the Software for only part of the month, the Software is assumed to be 100% available for the portion of the month that it was not running.  Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.

“Service Credit” means a dollar credit, calculated as set forth above, that EnFi may credit back to an eligible account.