Leaf service level agreement

These Leaf Service Level Terms (“SLA”) govern the use of the Leaf API pursuant to the terms of the Leaf Terms and Conditions (the “Agreement”) between Leaf International Corporation (“Leaf”, “us”, or “we”) and any user of the Leaf API (“you”, “your”, or “Leaf Customer”). To the extent you have more than one Customer Account, this SLA applies to each Leaf Customer Account individually. Except as otherwise set forth in this SLA, this SLA is subject to the Agreement and capitalized terms will have the meaning specified in the Agreement. Leaf reserves the right to change the terms of this SLA in accordance with the Agreement.

1. Definitions

   1. “Monthly Uptime Percentage" means the difference between 100% and the percentage of Unavailable Time for the applicable calendar month, as represented below.
      Monthly Uptime Percentage = 100% –

      [Unavailable Time][Number of minutes in a calendar month]
   2. “Service Credit” means a dollar credit that Leaf may, per the terms of this SLA, apply to Leaf Customer’s invoice for the next calendar month, calculated as (a) ten percent (10%) of the Fees paid by you for Services provided to you by Leaf during the calendar month in which the Unavailable Time (as defined below) occurred, or (b) for any Leaf Customer who used the Services free-of-charge, a percentage of the fees that would have been charged by Leaf for the Services (based on Leaf Customer’s use of the Services) for the calendar month in which the Unavailable Time (as defined below) occurred.
   3. “Unavailable Time” means the number of minutes the Leaf API is not available for use, as measured in continuous 5-minute increments. Unavailable Time does not include any unavailability resulting from any Exclusion (as defined below) or any increment of time less than 5 minutes during which the Leaf API is not available.

2. Services Commitment

Leaf will make the Leaf API available 99.95% of the time each calendar month. If Leaf’s Monthly Uptime Percentage is below 99.95% in a given calendar month, then Leaf Customer will be eligible to receive a Service Credit as described in Section 3 below. Availability of the Leaf API is measured by the third-party performance and monitoring services contracted by Leaf (the “Monitoring Service”). Leaf may adjust the measure of availability by the Monitoring Service to account for any Exclusions applicable to the relevant calendar month. Leaf may also share planned outages and maintenance reports from partner companies.

3. Credit Request and Payment Procedures

To receive a Service Credit, you must submit a request to Leaf as described in this Section 3. You must make the submission to Leaf Customer Support within thirty (30) days from the date you become eligible to receive the applicable Service Credit. Such submission must include: (a) “SLA Claim” as the subject of the ticket; (b) the dates and times of Unavailable Time for which a credit is being claimed; and (c) any documentation evidencing the applicable outage.

Leaf will review your request and determine whether it is able to verify your SLA claim based on information available from the Monitoring Service. In the event that Leaf is able to verify your SLA claim, Leaf will issue Service Credit in accordance with this SLA.

Each Service Credit will be applied to Fees owed by Leaf Customer for the month following that in which the Unavailable Time (as defined above) occurred in connection with the applicable Leaf Customer Account for which the claim was submitted. No refunds or cash value will be given. Service Credits may not be transferred or applied to any other Leaf Customer Account, and do not roll-over to any subsequent calendar month.

4. Exclusions

Notwithstanding anything to the contrary, no Unavailable Time shall be deemed to have occurred with respect to any unavailability of the Leaf API or any other Leaf API performance issues that (a) are caused by factors outside of Leaf ’s reasonable control, including, without limitation, any force majeure event, Leaf data provider-related problems or issues, or Internet access or related problems occurring beyond the point in the network where Leaf maintains access and control over the Leaf API; (b) result from any actions or inactions of you or any third party (other than Leaf’s agents and subcontractors); (c) result from any Customer Application(s), equipment, software or other technology and/or third party equipment, software or other technology (except for equipment within Leaf’s direct control); or (d) occurs during Leaf’s scheduled maintenance for which Leaf provided at least twenty-four (24) hours prior notice; or (e) problems or issues related to alpha, beta or not otherwise generally available Leaf features or products (collectively, the “Exclusions”).

5. Entire SLA Liability

This SLA states Leaf’s sole and entire liability to you and your sole remedy with respect Leaf’s failure to meet the Monthly Uptime Percentage.