Effective as of June 29th, 2018

Makesweat Service Level Agreement (“SLA”)

This SLA is (i) incorporated into and made part of the terms of the App Hosting Agreement between Makesweat and Client with respect to Client’s use of the makesweat.com System and Services provided by Makesweat to Client (the “Agreement”), and (ii) outlines the SL Commitment for the makesweat.com System and Services.

1. SL Commitment.

Makesweat will provide the makesweat.com System and Services to Clients on a twenty-four hour, seven days a week (24×7) basis at an “SL Percentage Rate” of 99.9% as determined under Paragraph 2 below (“SL Commitment”).
The SL Commitment will commence on the date of Client’s first access to the makesweat.com System and Services (“SL Start Date”) or June 29th, 2018 whichever is later.

2. Calculation of SL Percentage.

Compliance with the SL Commitment will be calculated over a consecutive twelve (12) month period ending on each anniversary of the SL Start Date ( “Service Period”). To determine compliance with the SL Commitment, the calculation of the SL Percentages is determined by (i) subtracting the “Downtime” from the “Total SL Minutes, and (ii) dividing the difference by the “Total SL Minutes.” The formula for the preceding equation is as follows:

SL Percentage = (Total SL Minutes – Downtime)/Total SL Minutes.

For the above calculation of the SL Percentage, the following definitions will apply:

  • “Downtime” means downtime during a SL Period that’s not caused by or attributable to Permissible Downtime (as defined below). Downtime is recorded by Makesweat as the total number of minutes of “down” as seen at https://status.makesweat.com/779276678
  • “Total SL Minutes” means the total number of minutes in a Service Period, minus performance or service-level issues or problems caused by “Permissible Downtime.”
  • “Permissible Downtime” means downtime during a SL Period, which is caused by any of the following:

• Scheduled maintenance for which Makesweat gives Client at least forty-eight (48) hours’ prior notice;
• Force Majeure Event;
• Overall Internet congestion, slowdown, or unavailability;
• Suspension or termination of Client’s access to the makesweat.com System by Makesweat
• Client equipment or third-party telecommunications, computer hardware, software, or network infrastructure not within the sole control of Makesweat.

3. Software Service Credits.

If the makesweat.com System or Service fails to meet the SL Commitment during a Service
Period, as Client’s sole and exclusive remedy, Client may receive a credit to Client
account as follows (“Service Credit”):

  • 99.9% or higher – No Credit
  • 98%-99.8% – One (1) free month of access to the Makesweat System
  • 95%-97.9% – Two (2) free months of access to the Makesweat System
  • 90%-94.9% – Six (6) free months of access to the Makesweat System
  • Below 90% – Twelve (12) free months of access to the Makesweat System

4. Credit Requests.

If Client believes the SL Commitment has not been met in a Service Period, in order to receive a Service Credit Client must send a request via email support-ms@makesweat.com no later than sixty (60) days after the end of the applicable Service Period. The email must include dates, times and descriptions of each instance of Downtime, and any supporting calculations. All properly submitted credit requests will be verified against Makesweat’s logs
and system records.

To be eligible for a Service Credit hereunder, Client must have received at least one Makesweat fee-earning card payment per month for a minimum of twelve (12) consecutive months. Clients are not eligible to receive Service Credit for any Service Period in which Client breached the Agreement or failed to meet payment obligations to Makesweat. Credits will be applied to future services only, and any unused credits will be non-refundable upon termination of the Agreement.

5. Excluded

Persuant to Section 4 – Client equipment the following Services are excluded from the SL Commitment.

  • The Makesweat Widget. Where the Makesweat Widget is used on a Client web page the Client should include a static link to the equivalent page on Makesweat.com
  • Apps installed on a mobile device, e.g. Google Play Android App, Apple Store iOS App.
  • Third Party Applications using the Makesweat APIs
  • Beta and trial services