1. Overview

This Service Level Agreement (the “SLA”) is effective upon execution of an Order Form to which this SLA is attached by and between ChannelApe and Customer in the Order Form and applies only to Customer’s use of and access to the Platform (as defined in the ChannelApe Terms of Service available at https://www.channelape.com/terms). For clarity, this SLA does not apply to any professional or customized services that Customer may order from ChannelApe.

2. Service Level Commitment

• Service Level Goal. ChannelApe commits to maintaining the following service levels (the “Service Level Goal”)

• (i) Transactions (the “Transactions”) between partners will be communicated within (i) 60 minutes (the “SLA Threshold”) or such different SLA Threshold as defined with respect to a particular partner or type of Transaction in a Statement of Work and (ii) in accordance with the business scenarios applicable to the partner described in a Statement of Work.
• (ii) Minimum API Availability of 99.99% each month (the “Uptime Threshold”). The API will be deemed to be “Available” at any given time if: (i) Customer is able to authenticate and access the API at https://api.channelape.com, and (ii) the API functions materially as described in the documentation available on https://docs.channelape.io.

Each of the foregoing are referred to as a “Service Window”.

• Excused Delays. An “Excused Delay” is any failure to meet a Service Window which is caused primarily by: (i) rate limits imposed by Shopify or other third party systems not controlled or utilized by ChannelApe; (ii) failures of Customer systems not caused by ChannelApe; (iii) communication disruptions in internal network or internet connectivity originating from Customer; (iv) acts or omissions of Customer; (v) general internet outages affecting multiple third parties; (vi) network or services availability issues related to denial of service attacks and other flooding techniques; or (vii) force majeure events as set forth in Section 10.7 of the Terms  or (viii) Scheduled Maintenance.
• Scheduled Maintenance. Periods of system unavailability are scheduled to perform service maintenance, upgrades, and testing of failover capabilities (“Scheduled Maintenance”). If reasonably possible, this period will be scheduled by region on low volume days of the week and times of day.  ChannelApe will provide advanced notification of any Scheduled Maintenance via alert on the Service or email.
• Measurement. ChannelApe’s performance against the SLA Threshold or      Uptime Threshold shall be calculated per the following formula
  • (i) For Transactions:
    (A - (B - C)) / Awhere “A” means the total number of Transaction requests in a month; “B” means the total number of Transactions for which ChannelApe did not meet the applicable SLA Threshold; and C means the total number of Transactions which constituted Excused Delays in such month, with the result expressed as a percentage.
  • (ii) For the Uptime Threshold:
    (A - (B - C)) / Awhere “A” means the total number of minutes in a given month; “B” means the total number of minutes for which the Service was not Available; and C means the total number of minutes which constituted Excused Delays in such month, with the result expressed as a percentage.

3. Service Credit

In the event that ChannelApe does not meet the SLA Threshold or SLA Uptime in a given month, Customer is entitled to claim a service credit (a “Service Credit”) in an amount equal to the percent of the fees actually paid by Customer to ChannelApe for access to the Service in such month set forth in the table below. Any Service Credit will be applied to Customer’s account with ChannelApe towards the payment of future Services to be provided by ChannelApe or in the form of a refund if no further payments are owed by Customer.  In order to claim a Service Credit, Customer must give notice of such claim to ChannelApe within thirty days after the end of the month for which such Service Credit is claimed and must provide sufficient detail of the claimed downtime to allow ChannelApe to confirm the Availability of the Service for Customer in such period.

If SLA Threshold or Uptime Threshold is not met three or more times in any rolling twelve (12) month period or an outage of twenty-four consecutive hours occurs, Customer thereafter has the right to terminate the Agreement, and any outstanding Order Form, upon thirty (30) days prior written notice to ChannelApe, without further opportunity to cure.

4. Customer Support Severity Definitions and Escalation Procedures

ChannelApe will be available for customer support during business hours by phone between 9:00am and 5:00pm Eastern Time on weekdays. ChannelApe will be available for customer support 24 hours a day, 7 days per week via email.  ChannelApe will respond as promptly as reasonably possible to all support requests placed by Customer, and, following initial contact using the primary phone number, in-platform messaging, or email below, ChannelApe will respond within a timeframe determined based on severity as described in the table below.  The contact information for ChannelApe customer support is as follows:

Primary Phone:  888.366.3215

Email:  support@channelape.com