Service Level Agreement

1. Service Level Agreement

This Service Level Agreement (“SLA”) sets forth the system availability and support services commitments for the Platform. This SLA is entered into by and between Customer and Ecolab Inc. (“Ecolab”). Ecolab’s obligations may be carried out by Lobster Ink, a division of Ecolab.

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2. Definitions

In this SLA the following terms have the following meanings:

2.1. “Downtime” means the total number of minutes in the applicable Month during which the Platform is unavailable, less Excluded Downtime;

2.2. “Excluded Downtime” means the total number of minutes in the applicable Month during which the Platform is unavailable due to factors outside of Ecolab’s reasonable control, such as unpredictable and unforeseeable events that could not have been avoided even if reasonable;

2.3. “Month” means a calendar month;

2.4. “Monthly Subscription Fee” means the monthly subscription fee (or 1/12 of the annual fee) paid for the Service which did not meet the System Availability SLA;

2.5. “UTC” means Coordinated Universal Time standard;

2.6. “Scheduled Downtime” means the total number of minutes in the applicable Month when the Platform is unavailable, for which Customer has been notified at least 5 business days in advance. Scheduled Downtime will only occur during the hours of 04:00-09:00 UTC on a Sunday;

2.7. “Scheduled Uptime” means the Total Minutes in the Month of the applicable month, less Scheduled Downtime; and

2.8. “Total Minutes in the Month” means the total minutes measured 24 hours per day, 7 days per week during a Month.

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3. System availability SLA and credits

3.1. Claim process and reporting

Customer may claim a credit in the amount described in the table below in case of Ecolab’s failure to meet the System Availability SLA, which credit Customer may apply to a future invoice relating to the Service that did not meet the System Availability SLA. Claims under this SLA must be made in good faith and by submitting a written request within thirty (30) days after the end of the relevant Month in which Ecolab did not meet the System Availability SLA. Ecolab will provide to Customer a report describing the System Availability percentage for the applicable Service for a specific month upon request.

3.2. System Availability

System Availability percentage is calculated as follows:
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System Availability percentage = {(Schedule Uptime - Downtime) / Schedule Uptime} x 100
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System Availability SLA: 99.5% System Availability percentage during each Month.

Credit: 2% of Monthly Subscription Fee for each 1% below System Availability SLA, not to exceed 100% of Monthly Subscription Fee.

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4. Support Services

4.1. Ecolab’s representatives will be available to answer questions and otherwise assist Customer in troubleshooting issues that may occur in the day-to-day running of the Platform via https://support.lobsterink.com or as otherwise indicated on the Platform. Issues will be dealt with as per the Priority levels, Response Times and Resolve Time Objectives set out below.

4.2. In the event that Customer requires and authorizes Ecolab to access Customer’s information technology (“IT”) system for troubleshooting purposes, and Ecolab believes, in its sole and absolute discretion, that such access is necessary, then Ecolab will make all reasonable efforts to assist Customer by accessing its IT systems. Ecolab will comply with Customer’s policies for accessing Customer’s IT systems, however will in no way whatsoever be liable for, without limitation, any loss or damage associated therewith. Customer agrees to indemnify and hold Ecolab and its affiliates harmless from any claims related to the foregoing.

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5. Exclusions

5.1. In addition to any other exclusion contained herein, this SLA specifically excludes the following:

     5.1.1 The moving of hardware or cabling or equipment; and

     5.1.2 Any additions of equipment, changes or upgrades to Customer’s current IT infrastructure.

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6. Client's Obligations

6.1 Customer has, inter alia, the following obligations in terms of this SLA:

    6.1.1 Customer will conduct business in good faith and in a courteous and professional manner;

    6.1.2 Customer will use their internal resources to ensure that their network, firewall, security and infrastructure support services are up to date and able to support the Services; and

    6.1.3 Customer will provide all information required to open a support request and make themselves available to assist Ecolab in correcting any support issues.