Service Level Agreement

This Addendum describes the availability of the Application Services and support offered by Sherpa ERP Online for the Sherpa ERP Online Products that are identified on Sherpa ERP Online Product Order Forms and installed on a server(s) managed by Sherpa ERP Online and accessible to Client’s Users over the Internet.

Sherpa ERP Online maintains the following two application instances for its Clients:

• Production Instance: Used by Client Users from the Client organization for accessing and using Sherpa ERP Online Products.
• Test Instance: Used by clients for testing User configuration changes, training its internal personnel on Product functionality

Sherpa ERP Online will use commercially reasonable efforts to provide availability to the Application Services on the Production Environment 99.5% of the time
calculated as follows [(total-non-excluded-excluded)/(total-excluded)] ≥ 99.5%, assuming the following exclusions:

• Maintenance and upgrade downtime;
• Test Environment downtime;

Any unavailability caused by circumstances beyond Sherpa ERP Online’s reasonable control, including without limitation, acts of God, strikes or other labor disturbances, war, whether declared or not, sabotage, and/or any other cause or causes, whether similar or dissimilar to those herein specified, which cannot reasonably be controlled by Sherpa ERP Online, computer, telecommunications, internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Sherpa ERP Online’s possession or reasonable control, and including denial of service attacks against internet infrastructure providers;

Should Sherpa ERP Online fail to make the Application Services available as set forth in this Section above (“SLA Noncompliance”) in a calendar month, Client may continue to use the Application Services and receive a credit of prepaid subscription fees equal to one-twelfth (1/12) of the annual subscription amount. To request the credit for SLA Noncompliance, Client must submit in writing a request for credit to [email protected] within (60) days of the occurrence. Any such request should contain a detailed description and account of the reported occurrence. All claims will be verified against Sherpa ERP Online’s system records. Should Sherpa ERP Online dispute any period of unavailability alleged by Client, Sherpa ERP Online will provide to Client a record of Application Services availability for the applicable period. Sherpa ERP Online will provide such records only in response to claims made by Client in good faith. Should Sherpa ERP Online in addition fail to make the Application Services available as set forth in Section above for three (3) consecutive calendar months, Client may terminate the Agreement by providing notice of termination in accordance with the Agreement, in which case Sherpa ERP Online will refund to Client any prepaid fees for the remainder of the Subscription Term following the date of termination reduced by the amount of SLA Noncompliance credits paid to Client. The remedies described in this paragraph shall be the sole remedies available to Client for SLA Noncompliance.

• Where Client has used the Application Services in a manner other than in accordance with the Documentation
• Problems created as a result of Client’s changes to Client’s software, operating systems or hardware, telecommunications problems or as a result of customized changes to the Application Services unless such changes were previously agreed, in writing, by Sherpa ERP Online
• Sherpa ERP Online shall have no obligations under this agreement during any period in which the Client is in material breach of the Agreement, including any period in which Client has failed to meet its payment obligations there under