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This SpiderGate Service Level Agreement (“SLA”) governs the use of SpiderGate under the terms of SpiderGate’s Terms of Service (the “TOS”) between SpiderGate, Inc. (“SpiderGate”, “us” or “we”) and users of SpiderGate (“you” or “Customer”). This SLA applies separately to each account using SpiderGate. Unless otherwise provided herein, this SLA is subject to the terms of the TOS and capitalized terms will have the meaning specified in the TOS. SpiderGate reserves the right to change the terms of this SLA in accordance with the TOS.

1) Service Commitment

1.1 SpiderGate will use commercially reasonable efforts to make SpiderGate available at least 99.9%  of the time. In the event SpiderGate does not meet the goal of 99.9% availability in a given calendar month (“Monthly Uptime Percentage”), you will be eligible to receive a Service Credit as described in Section 3: Service Commitments and Service Credits.

2) Definitions

2.1 “Unavailable Time” means SpiderGate is not available for use according to third party performance and monitoring services contracted by SpiderGate at its sole discretion (the “Monitoring Service”).

2.2 “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of continuous 5 minute periods during the Service Month in which SpiderGate was in a state of “Unavailable Time” as identified by Monitoring Service

2.3 “Service Credit” is a dollar credit, calculated as set forth below, that SpiderGate may credit back to an eligible Customer account.

2.4 “Software Services” refers to Software as a Service Solutions provided by SpiderGate at and/or other designated websites, including associated offline mobile components.

2.5 “Telecommunication Services” refers to Voice Calls, Text Messages and Phone Number services provided by SpiderGate together with the Software Services.

2.6 “Selling Price” refers to the actual prices for the subscription and usages of the Software Services and Telecommunication Services paid for by the Customer.

2.7 “Subscription” refers to the Subscription for the Software Services at the Selling Price

2.8 “Usage” refers the Customer usage of Telecommunication Services at the Selling Price.

3) Service Commitments and Service Credits

3.1 Service Credits are calculated as a percentage of the total charges paid by you for Subscription of Software Services and Usage of Telecommunication Services for the month in accordance with the schedule below.

3.2 Service Credit shall be issued to Customer’s SpiderGate balance for future use only. No refunds or cash value will be provided. Service Credits may not be transferred or applied to any other accounts.

3.3 Service Credits shall be your sole and exclusive compensation for any unavailability or non-performance of SpiderGate Software Services and Telecommunication Services.

4) Credit Request and Payment Procedures

4.1 To apply for a Service Credit, the customer must submit a ticket via within 30 days of the month in which the Unavailable Time occurred. The ticket must include (i) “SLA Claim” as the subject of the ticket; (ii) the dates and times of the Unavailable Time for which you are requesting credit; and (iii) any applicable information that documents the claimed outage.

5) Exclusions

5.1 Notwithstanding anything to the contrary, no Unavailable Time shall be deemed to have occurred with respect to any unavailability, suspension or termination of SpiderGate, or any other SpiderGate performance issues, that (i) are caused by factors outside of SpiderGate’s reasonable control, including, without limitation, any force majeure event, carrier related problems or issues, or Internet access or related problems beyond the demarcation point of SpiderGate or its direct hosting subcontractors (i.e beyond the point in the network where SpiderGate maintains access and control over SpiderGate Services); (ii) result from any actions or inactions of Customer or any third party (other than SpiderGate’s direct hosting subcontractor); (iii) result from Applications, equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within SpiderGate’s direct control); or (iv) arise from SpiderGate’s suspension and termination of Customer’s right to use SpiderGate Services in accordance with the TOS, (v) scheduled maintenance; or (vi) problems or issues related to alpha, beta or not otherwise generally available SpiderGate features or products (collectively, the “Exclusions”).

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