Clari Service Level Agreement

This Clari Service Level Agreement ("SLA") is a policy governing the use of the Services under the terms of the Clari Master Subscription Agreement (the "MSA") between Clari and Customer. Unless otherwise provided herein, this SLA is subject to the terms of the MSA and capitalized terms not otherwise defined will have the meaning set forth in the MSA. This SLA states Customer's sole and exclusive remedy for any failure by Clari to meet the Service Commitment (as defined below).

Service Commitment

Clari will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage (as defined below) of at least 99.9% during any calendar month (the "Service Commitment"). In the event the Services do not meet the Service Commitment, Customer will be eligible to receive Service Credits by following the process in this SLA.

Definitions

"Downtime" means loss of external connectivity by all End Users.

"Downtime Period" means a period of at least five consecutive minutes of Downtime.

"Monthly Uptime Percentage" means the total number of minutes in a month, minus the number of Downtime minutes suffered during Downtime Periods in a month, divided by the total number of minutes in a month.

"Planned Maintenance" means a period of scheduled maintenance that may result in loss of external connectivity by all End Users.

"Emergency Maintenance" means a period of unscheduled maintenance that may result in loss of external connectivity by all End Users.

"Service Credit" is a dollar credit based on prorated fees, calculated as set forth below, that Clari may credit to Customer's next invoice for failure to meet the Service Commitment.

Credit Request Procedures

To receive a Service Credit, Customer must submit a claim by contacting Clari Support via the Support Portal within 30 days from the time Customer becomes eligible to receive the Service Credit. The claim must include the dates and times of each Downtime Period. Failure to comply with these requirements will forfeit Customer's right to receive a Service Credit. The maximum amount of Service Credits for a month will not exceed 50% of the fees applicable to that month. Clari's proprietary system tracking Service Downtime will be the sole basis for resolution of any dispute regarding Service Credits.

Exclusions

The Service Commitment does not apply to: (a) any Services provided on an evaluation or no-fee basis, (b) use of the Services not in compliance with the Documentation, (c) any suspension or termination of rights to use the Services permitted under the MSA, (d) loss of connectivity caused by factors outside of Clari's reasonable control, including resulting from (i) any force majeure event including systemic Internet failures, (ii) Customer's software or hardware, or third party software or hardware, or both, (iii) failure of Customer's network connection, (iv) Third-Party Services, or (v) activity in violation of the MSA, or (e) planned or emergency maintenance.

Maintenance

Clari may, at its sole discretion, but no more than three instances per month, perform Planned Maintenance that may result in loss of external connectivity for a period not to exceed four (4) hours in a single instance. Clari will communicate the date and time of Planned Maintenance to the Administrator and on the Clari status page at least three (3) business days in advance.

On rare occasions, Clari may need to perform Emergency Maintenance in order to protect the integrity of the Services due to security issues, virus attacks, spam issues, or other unforeseen circumstances. Emergency Maintenance may occur immediately with no advance notification. However, Clari will notify the Administrator and communicate on the Clari status page regarding the Emergency Maintenance as soon as possible.