New Edge Labs, Inc. ("NELI") is providing these service level terms ("SLA") to any customer who uses the Services on a paid (i.e., not free trial or evaluation) basis. Terms not defined in this SLA, will have the meanings specified in the Master Services Agreement available at https://public.newedge.io/terms (the "Agreement"). If NELI does not fulfill its obligations described below, then Customer, as its sole remedy, may be entitled to service credit(s), once requested by Customer and verified by NELI. This SLA is subject to the terms and conditions of, and limited by, the Agreement and in the event of a conflict, the terms and conditions of the Agreement will govern.
NELI will use commercially reasonable efforts to make the Hosted Services available in all material respects to Customer at least 99.9% of the time, excluding unavailability due to Scheduled Maintenance or unavailability as a result of circumstances or causes outside the control of NELI, measured on a rolling 6-month basis. "Scheduled Maintenance" means: (a) upgrades of hardware or software, (b) upgrades to increase capacity, and (c) other activity to maintain or improve the systems supporting the Hosted Services. Unless otherwise specified in advance by NELI, Scheduled Maintenance shall be undertaken only on Sunday evenings between the hours of 5:00 PM and 7:00 PM Local Time. For purposes of this SLA, "Local Time" refers to the local time in the time zone of the NELI facility where the Scheduled Maintenance work is being performed.
Customer's sole and exclusive remedy, and NELI's sole liability, with respect to any breach of the foregoing service level commitments shall be service level credits in the amount of 5% of the applicable monthly Fees per 1% of unscheduled downtime for the applicable Hosted Services during the applicable measurement period, which credits shall be applied only toward subsequent Fee payments, if any. If Customer believes that NELI has not met its obligations under this SLA, Customer must contact NELI's technical support hotline within five (5) days of the end of the month during which the incident for which service credits are requested occurred. If NELI determines in its reasonable commercial judgement that it did not meet its obligations under this SLA, the applicable service level credit will be applied to the Customer's account as set forth in this Section. Credits will not apply to any charges or Hosted Services other than the fee for the Hosted Services for which this SLA was not met.