Service Level Agreement

This Service Level Agreement ("SLA") is Exhibit A to, and forms part of, the Master Subscription Agreement ("MSA") between We Ship CRMs LLC dba ShipCRM ("Company") and Customer. Capitalized terms not defined here have the meanings given in the MSA.

1. Scope

1.1 What this SLA covers

This SLA applies to the production instance of the Services purchased under an active, paid Order Form and hosted by Company at app.shipcrm.ai.

1.2 What this SLA does not cover

This SLA does not apply to, and no service credit is available for:

• free trials, free-tier accounts, sandbox or staging environments, and Beta Features;
• Third-Party Services, including email and calendar providers Customer connects to the Services;
• AI Features to the extent affected by a third-party model provider's outage, degradation, deprecation, rate limiting, or policy change (MSA Section 9.5), and the content, accuracy, or usefulness of any AI Output;
• any period during which Customer's access is suspended under MSA Section 6.5; or
• accounts with undisputed fees more than thirty (30) days past due.

2. Definitions

• "Downtime" means a period of five (5) or more consecutive minutes during which all Authorized Users are unable to log in to or load the core application at app.shipcrm.ai, as measured by Company's monitoring, excluding Excluded Downtime. Degraded performance, individual feature errors, and failures affecting a single Authorized User or a single record are not Downtime.
• "Excluded Downtime" means unavailability caused by any of the events described in Section 5.
• "Monthly Uptime Percentage" means, for a calendar month: (total minutes in the month minus Downtime minutes) divided by (total minutes in the month), expressed as a percentage.
• "Monthly Subscription Fee" means the subscription fees attributable to the affected Services for the calendar month in which Downtime occurred. For annual or multi-year subscriptions, it is the total Subscription Term fee divided by the number of months in the term.
• "Service Credit" means a credit against future subscription fees, calculated under Section 4.

3. Availability Commitment

3.1 Uptime

Company will use commercially reasonable efforts to achieve a Monthly Uptime Percentage of at least 99.5% for the production Services in each calendar month.

3.2 Measurement

Monthly Uptime Percentage is measured by Company's monitoring systems from outside Company's network. On Customer's request in connection with a Service Credit claim, Company will provide the underlying availability data for the month in question.

3.3 Status communication

Company will use commercially reasonable efforts to notify affected Customers of any unplanned Downtime lasting more than thirty (30) minutes, and to provide a summary of cause and remediation after resolution.

4. Service Credits

4.1 Credit table

If Company fails to meet the commitment in Section 3.1 in a calendar month, Customer is eligible for a Service Credit calculated as a percentage of the Monthly Subscription Fee:

4.2 Claim procedure

To receive a Service Credit, Customer must submit a written request to support@shipcrm.ai within thirty (30) days after the end of the calendar month in which the Downtime occurred, including the dates and times of the claimed Downtime and a description of the impact. Company will evaluate the claim in good faith against its monitoring data and respond within thirty (30) days.

4.3 Form and limits of credits

Service Credits are applied against the next invoice following approval, or — if no further invoice will issue — against the final invoice. Service Credits are not refunds, have no cash value, are not transferable, and may not be exchanged for cash. Total Service Credits in any calendar month will not exceed 50% of the Monthly Subscription Fee, and in any Subscription Term will not exceed the fees paid for that term.

4.4 Sole remedy

Except for the termination right in Section 4.5, Service Credits are Customer's sole and exclusive remedy, and Company's entire liability, for any failure to meet the commitments in this SLA.

4.5 Chronic failure

If Monthly Uptime Percentage is below 99.0% for three (3) consecutive calendar months, or below 95.0% in any two (2) months within a rolling six-month period, Customer may terminate the affected Order Form for cause on thirty (30) days' written notice given within thirty (30) days after the end of the qualifying month, and Company will refund prepaid, unused fees for the remainder of the Subscription Term. This right is in addition to any Service Credits already accrued.

5. Excluded Downtime

The following are excluded from the Downtime calculation and do not qualify for Service Credits:

1. Scheduled maintenance performed within the window in Section 6.1, and emergency maintenance under Section 6.2.
2. Routine deployments and rolling restarts, provided any resulting interruption does not exceed five (5) consecutive minutes and does not exceed sixty (60) minutes in aggregate per calendar month.
3. Force majeure events as described in MSA Section 17.4.
4. Third-party failures outside Company's reasonable control, including failure or degradation of hosting, database, DNS, network, CDN, email delivery, payment, translation, or artificial-intelligence model providers, and public internet or telecommunications failures.
5. Customer-caused unavailability, including Customer's or an Authorized User's misconfiguration, misuse, equipment, network, or connectivity; use of the Services outside the Documentation; exceeding documented rate, seat, or storage limits; or a Third-Party Service Customer has connected.
6. Suspension of the Services under MSA Section 6.5, or termination.
7. Free trials, free-tier accounts, sandbox and staging environments, and Beta Features.
8. Unavailability caused by a denial-of-service or other attack on the Services, or by Customer's own security incident, in each case notwithstanding Company's commercially reasonable protective measures.

6. Maintenance

6.1 Scheduled maintenance

Company may perform scheduled maintenance during the window Sundays, 06:00–10:00 UTC (02:00–06:00 US Eastern). Company will give at least forty-eight (48) hours' advance notice by email or in-product message for any scheduled maintenance expected to cause unavailability, and will use commercially reasonable efforts to keep scheduled maintenance to no more than eight (8) hours per calendar month.

6.2 Emergency maintenance

Company may perform emergency maintenance outside the scheduled window where necessary to preserve the security, integrity, or availability of the Services, and will give as much notice as is practicable in the circumstances.

7. Support

7.1 Channels and hours

Company provides technical support to Authorized Users by email at support@shipcrm.ai and through the in-product support channel, Monday through Friday, 09:00–18:00 US Eastern, excluding US federal holidays ("Business Hours"). Enhanced or extended-hours support may be purchased under an Order Form.

7.2 Severity levels and response targets

Company will use commercially reasonable efforts to meet the following initial response targets, measured from Company's receipt of a properly submitted support request:

7.3 Response, not resolution

The targets above are targets for Company's initial substantive response, not for resolution. Company will use commercially reasonable efforts to resolve reported issues promptly and to keep Customer informed of progress, but does not commit to a resolution time, because resolution depends on the nature of the defect.

7.4 Customer obligations

Customer will designate up to a reasonable number of technical contacts, submit requests through the designated channels with sufficient detail to reproduce the issue (including affected account, user, timestamps, and steps), assign an initial severity in good faith, and cooperate in diagnosis and testing. Company may reclassify severity in good faith after review and will tell Customer if it does.

7.5 Out of scope

Support does not include custom development, data entry, data cleansing, third-party integration development, end-user training beyond ordinary product questions, or support for Third-Party Services. These may be purchased as professional services under an Order Form.

8. Backups and Disaster Recovery

8.1 Backups

Company performs automated encrypted snapshots of the production database volume at least daily and retains them for at least seven (7) days.

8.2 Recovery objectives

Company's target recovery point objective (RPO) is twenty-four (24) hours and its target recovery time objective (RTO) is twenty-four (24) hours following a declared disaster affecting the production environment. These are targets, not guarantees, and are not credit-bearing under Section 4.

8.3 Customer responsibility

Backups are a disaster-recovery mechanism, not an archival service. Customer is responsible for exporting and retaining copies of Customer Data it needs for its own compliance, records-retention, or archival purposes (MSA Section 8.7).

9. Performance Targets

Company targets a 95th-percentile server response time of one (1) second or less for standard authenticated application and API requests, measured at the application and excluding: AI Feature requests; report generation, exports, and bulk imports; requests to or dependent on Third-Party Services; and network latency outside Company's infrastructure. These are operational targets only. They do not create a service level and do not give rise to Service Credits.

10. Changes to this SLA

Company may update this SLA from time to time. For Customers under an active Order Form, changes that reduce Company's commitments take effect at the start of the next renewal term, on at least thirty (30) days' notice, in accordance with MSA Section 17.5.

11. Contact

• Support and Service Credit claims: support@shipcrm.ai
• Company: We Ship CRMs LLC (dba ShipCRM), 8 The Green Suite B, Dover, DE 19901