The following defined terms apply to this SLA. Capitalized terms not defined below have the meanings ascribed to them in the Mirror AI Terms of Service, Master Sales Agreement, or other similar written agreement between the parties, as applicable (“Agreement”).
(a) “Actual Monthly Uptime Percentage” = (A-B+C)/A , where:
A = Total Monthly Time (defined below);
B = Unavailable Monthly Time (defined below); and
C = Excluded Monthly Times (defined below).
(b) “Monthly Uptime Percentage Threshold” means the percentage listed in the table below under the heading, “Monthly Uptime Percentage Threshold.”
(c) “Total Monthly Time” means the total number of minutes in the applicable calendar month.
(d) “Unavailable Monthly Time” means the number of minutes in the applicable calendar month during which Mirror AI APIs was unavailable for use.
Monthly Uptime Percentage Threshold
Mirror AI API
(a) If, during any month throughout the Term, the Actual Monthly Uptime Percentage falls below the Monthly Uptime Percentage Threshold, then Customer will be eligible to receive a Service Credit, subject to Customer’s compliance with Section 3 below.
(a) Mirror AI API: To receive a Service Credit for the Mirror AI API, Customer must submit a request to Mirror AI within thirty (30) days from the last day of the calendar month in which Customer claims Mirror AI failed to meet or exceed the Monthly Uptime Percentage Threshold. Availability of Mirror AI API is measured by a third party provider of performance and monitoring services (the “Monitoring Service”), that issues monthly uptime reports, available at http://stats.pingdom.com/vll2566yrym2
All submissions must include: (i) “SLA Claim” as the subject of the ticket; (ii) the dates and times of Unavailable Monthly Time; and (iii) any documentation of the applicable outage. Each Service Credit will be applied to future amounts payable by Customer. No refunds or cash value will be given. All SLA claims will be verified against the measurements of the Monitoring Service.
Notwithstanding any provision in this Agreement to the contrary, no Unavailable Monthly Time will be deemed to have occurred if downtime: (i) is caused by factors outside of Mirror AI’s reasonable control, including, without limitation, telecommunications provider-related problems or issues, Internet access or related problems occurring beyond the point in the network where Mirror AI maintains access and control over the Services; (ii) results from any actions or inactions of Customer or any third party (except for Mirror AI’s agents and subcontractors); (iii) results from the Customer Applications, Customer’s equipment, software or other technology, Add-on services, or third party equipment, software or other technology (except for equipment within Mirror AI’s direct control); (iv) occurs during Mirror AI’s scheduled maintenance for which Mirror AI will provide at least twenty-four (24) hours prior notice; (v) occurs during Mirror AI’s emergency maintenance (maintenance that is necessary for purposes of maintaining the integrity or operation of the Services), regardless of the notice provided by Mirror AI; or (vi) results from any alpha, beta, developer preview, development test bed environments, descriptions of similar import or not otherwise generally available Mirror AI features or products; or (vii) periods of Unavailable Monthly Time that are less than five (5) minutes of continuous unavailability in duration (collectively, the “Excluded Monthly Times”).
With respect to any failure of Mirror AI to meet the Monthly Uptime Percentage Threshold or Successful Connection Rate, as applicable, this Exhibit states Mirror AI’s sole and entire liability to Customer and Customer’s sole remedy.