1. DEFINITIONS

“Available Hours” in a month means the total number of hours in the calendar month, excluding any (i) Scheduled Maintenance, (ii) interruption or downtime caused by Client, Client’s users or Client’s vendors, including without limitation any misuse, alteration, or damage of the Services or other user errors, (iii) failures of Client’s internal network, internet connections or other outside service, software or equipment (to the extent not caused by LinkSquares), and (iv) any Force Majeure Event (as defined in the TOS).

“Maintenance Release” means upgrades to the LinkSquares System and/or Services as part of general maintenance, such as error corrections, patches, bug fixes or minor modifications or enhancements that are generally made available to all licensees free of charge.

“Major Release” means significant enhancements or upgrades to the LinkSquares System and/or Services, such as the addition of significantly enhanced functionality or the addition of new product line(s), which may be subject to additional fees.

“Monthly Target Service Level” means (Available Hours – Unavailability) / Available Hours) X 100% = Monthly Target Service Level.

“Scheduled Maintenance” means periods during which the LinkSquares System is reduced or suspended for Major Release and/or Maintenance Release.

“Service Credits” means credits that Client may be eligible for if LinkSquares fails to meet the Monthly Target Service Level. 

“Standard Support Hours”: 8:30AM to 6PM, Eastern time, Monday to Friday, exclusive of LinkSquares’ observed company holidays.

“Unavailability” means the number of minutes in the applicable calendar month where the System is unavailable over the Internet as measured by communication from LinkSquares’ hosted servers.

2. SERVICES AVAILABILITY AND CREDITS

During the Term, LinkSquares will use commercially reasonable efforts to meet a Monthly Target Service Level of 99.5% for LinkSquares’ subscription-based Services. If LinkSquares does not meet LinkSquares’ Monthly Target Service Level commitment of 99.5% for LinkSquares’ subscription-based Services, as Client’s sole and exclusive remedy Client may be eligible to receive the applicable Service Credits in accordance with the below table: 

Credit Request Procedure: To be eligible to receive a Service Credit, Client must (i) submit a claim to LinkSquares’ support team through a LinkSquares designated contact method within 60 days of the last day of the month in which LinkSquares failed to meet the Monthly Target Service Level, and (ii) must not have outstanding late payments due and owed to LinkSquares. 

Client’s request to LinkSquares for a Service Credit pursuant to (i) must include:

1. The words “SLA Credit Request” in the subject line;
2. The dates and times of Unavailability; and
3. A description of the System failure Client experienced.

If LinkSquares determines, in LinkSquares’ sole discretion, that Client meets all the eligibility criteria and the Monthly Target Service Level was less than the 99.5%, then LinkSquares will reduce the amount payable by Client to LinkSquares on Client’s next billing cycle by the amount of Service Credits Client received from LinkSquares during the prior billing cycle. If the Service Credits exceed the amount payable by Client to LinkSquares, then LinkSquares will defer the portion of the Service Credit still owed to Client to the next billing cycle(s). 

3. SERVICES UPDATES

Releases.  LinkSquares will make Maintenance Releases and bug fixes available to Client to the extent such release is generally made available to LinkSquares’ clients during the term of this TOS at no additional charge. Major Releases will be made available to Client to the extent and on the terms that LinkSquares makes such Major Releases generally available to its clients during the term of this TOS, which may be subject to additional fees. LinkSquares, in its sole discretion, will determine whether an update, change, enhancement, or modification is a Major Release or Maintenance Release.

4. LINKSQUARES SUPPORT

Knowledge Base. During the Term, Client can access LinkSquares Knowledge Base within the LinkSquares System 24 hours a day, 365 days a year. Client may access the LinkSquares Knowledge Base in-app under the LS User menu, or at such other location as LinkSquares may designate in LinkSquares’ sole discretion. 

Additional Support. During the Term, Client may submit support requests related to bugs, defects, or errors in the System through the LinkSquares designated contact method. LinkSquares will provide commercially reasonable technical support during LinkSquares’ Standard Support Hours, including the investigation of Client-reported errors related to the subscription-based Services. Client is responsible for providing LinkSquares with (i) a detailed description of the Client-reported error(s) related to the Services, such as the specific functionality impacted, and screenshots/videos of the Client-reported error(s) if available, (ii) the steps Client took immediately preceding and/or following the Client-reported error(s) occurred, and (iii) the date/time which the Client-reported error(s) occurred.