During the Term of the Agreement, this Service Level Agreement (this “SLA”) in connection with the Services is provided under the applicable subscription agreement (the “Agreement”) entered into between You and Clearbit. Clearbit may update this SLA from time to time; however any update by Clearbit to this SLA will not materially degrade the features of the Services. Capitalized terms not defined in this SLA will have the meanings given to them in the Agreement.
Uptime Commitment. Clearbit agrees to provide access to the Services Clearbit API so that the Services will be available for 99.90% of the time during each calendar month (“Uptime”). Uptime will not include periods the Clearbit Services are API is unavailable due to: (i) Routine Maintenance (defined below), (ii) Urgent Maintenance; (iii) acts or omissions of Customer, its Authorized Users, or anyone gaining access through its Authorized Users’ usernames and passwords, (iv) the failure or malfunction of equipment, network, software, applications or systems not owned or directly controlled by Clearbit; (v) any third party or public network or systems unavailability; or (vi) circumstances or causes beyond the control of Clearbit, including, without limitation, events of force majeure and third party attacks on the Clearbit network (such as ping and denial of service attacks) (collectively, “Exclusions”).
Uptime Status and Maintenance. Clearbit will provide Customer with at least 48 hours prior written notice of any scheduled maintenance via Clearbit's Status Page; such notices shall include the date of the outage and the start and stop times of the outage. Scheduled Maintenance and emergency maintenance will not cause a loss of availability of the Services unless it is beyond the reasonable control of Clearbit. In any event, Clearbit shall use reasonable efforts to ensure any loss of availability arising from Scheduled Maintenance is limited to the shortest period of time practical and we use reasonable efforts to ensure these maintenance releases do occur during business hours. Clearbit may also perform emergency maintenance, including the installation of critical patches, as needed, but shall use reasonable efforts to notify you within four (4) hours of initiating such emergency maintenance. You can review all maintenance updates by visiting https://status.clearbit.com/. As a part of maintenance, Clearbit may install patches that address security vulnerabilities, but Clearbit will not be liable for any inability, delay, failure or omission in identifying the need for a security upgrade or patch, or for the implementation of any security upgrade or patch. Customers are responsible for subscribing to maintenance and incident notifications from Clearbit's Status Page.
Remedy. If Clearbit does not meet the Uptime commitment set forth above for two consecutive calendar months, and Customer was negatively impacted (i.e., attempted to log into or access the Service and failed due to the unscheduled downtime of the Service), Clearbit shall provide a service credit equal to one day of Service Fees, for each month where it fails to meet its Uptime commitment, to be applied to the next invoice. Customers who are past due or in default with respect to any payment or any material contractual obligation to Clearbit are not eligible for any credit under this SLA. Notwithstanding any other term or provision in the Agreement, Customer’s sole and exclusive remedies for Clearbit’s failure to meet the Uptime specified herein.
Credit shall be issued to the Customer's balance for future use only. No refunds or cash value will be provided. Service Credits may not be transferred or applied to any other account. To apply for a Service Credit, Customer must submit a ticket via email to support@clearbit.com within 30 days of the last day 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 Customer is requesting credit; and (iii) applicable information, if any, that documents the claimed outage.