1. Service Level Commitment

JRNI commits to provide 99% service availability with respect to the Service during each quarter of the term (exclusive of any scheduled Service Downtime) (the “Availability Commitment”). If, in any quarter, this Availability Commitment is not met, JRNI shall provide a Customer credit as provided for in this Service Level Agreement. “Service Downtime” is defined as a period that the Service, as provided by JRNI, is not available to Customer, its Affiliates and the Authorized End Users as a result of non-scheduled events and starts when JRNI first identifies the service unavailability and stops when Customer, the Affiliate or one of the Authorized End Users is able to login to the Service and use the Service consistent with applicable Documentation. Unavailable or degraded components of the Service do not meet the definition of Service Downtime unless the degraded component includes the ability to log into the Service. Service Downtime excludes Scheduled Maintenance (described below) and Force Majeure Events (described below).

1. For any one (1) quarter period, if the Availability Commitment is not met, customers shall be entitled to a five percent (5%) credit of their upcoming 3 monthly Service fees.
2. For any one (1) quarter period with a up to 98% service availability level, customers shall be entitled to a ten percent (10%) credit of their upcoming 3 monthly Service fees.
3. For any one (1) quarter period with an up to 95% service availability level, such performance shall be considered a material breach and the customer may cancel the Service as provided in an Agreement.

2. Scheduled and Unscheduled Maintenance

Scheduled Maintenance and Force Majeure Events do not count as downtime in calculating service Availability.

A “Force Majeure Event” is any occurrence or contingency beyond MemberSuite’s reasonable control, including but not limited to, acts of God, riots, acts of terrorism, war, any negligent act by Customer, any problem with any system or technology not in JRNI’s control, including without limitation any problem associated with the Internet, a telecommunications service provider, wireless carriers, third party services or applications (including hosting providers like AWS), end user mobile devices, equipment or facilities located on Customer’s premises, JRNI or Customer’s ISP, Customer’s systems, applications or technology, any action or inaction of Customer or any third party, JRNI’s suspension of Customer pursuant to the Agreement, alpha, beta or other pre-release version of the JRNI Services or other version that is not generally available, or any third-party interface that the JRNI Services rely upon.

“Scheduled Maintenance” time is communicated in accordance with the notice section set forth below at least two full business days in advance of the maintenance time. Scheduled Maintenance time occurs at night between 10:00 PM and 5:00 AM Eastern. JRNI may be required to periodically schedule emergency maintenance. Such scheduled emergency maintenance shall not be counted against the service Availability Commitment and JRNI will use all reasonable efforts to avoid such emergency maintenance. In the event that JRNI in its sole discretion determines that any unscheduled, emergency maintenance is necessary, JRNI will use commercially reasonable efforts to notify Customer. JRNI reserves the right to periodically issue new releases in which JRNI adds functionality to the Service. Customer acknowledges that these periodic major releases can take several hours to complete.

3. Credits

JRNI will calculate any service availability downtime using JRNI’s system logs and other records, and will automatically apply all credits earned by Customer to Customer’s account.  At Customer’s request, JRNI shall provide periodic reports (with reasonable supporting evidence) detailing service availability.

4. Exclusion of Sandbox and Beta Accounts

JRNI Sandbox, Beta, and other temporary test and production environments are expressly excluded from this or any other service level commitment.  No guarantee to continued and uninterrupted service of any JRNI Sandbox, Beta, and temporary environments is to be expected.

Last Updated: December 18, 2023