Service Level Agreement

Last Updated: 02/03/2015

This Service Level Agreement (“SLA”) supplements the Layer Master Services Agreement (“MSA”) or Layer Terms of Service (“TOS”), as applicable, and together such documents and others referenced in the MSA or TOS form a binding agreement (the “Agreement”) between Layer and Customer. Unless otherwise provided herein, this SLA is subject to the terms of the MSA or TOS and capitalized terms will have the meaning specified in the MSA or TOS, as applicable.

Section 1. Service Commitment

During the Term of the Agreement, the Layer Platform will provide a Monthly Uptime Percentage to Customer of at least 99.9% excluding Scheduled Downtime (the “SLA”).

Section 2. Definitions

Section 3. Service Credit

In a calendar month during which the SLA is not met as defined in the Service Commitment, as confirmed by Layer in its sole discretion, Layer will credit a Customer’s account with a non-transferrable Service Credit equal to 10% of the Fees paid by Customer in the applicable calendar month. Service Credit will be issued for future use only and must be requested by Customer. No refunds or cash value will be provided.

Section 4. Service Credit Request

To apply for Service Credit, Customer must submit a request to billing@layer.com within 30 days of the end of the calendar month in which the Downtime occurred with the subject line “SLA Service Credit.” The request must include the dates and times of the Downtime for which Service Credit is being requested, and any applicable information that documents the claimed Downtime.

Section 5. Exclusive Remedy

This SLA states Customer's sole and exclusive remedy for any failure by Layer to meet the SLA or other failure of the Layer Platform, including without limitation for any breach of warranty, except as specifically set forth in the Agreement. Capitalized terms used in this SLA, but not defined in this SLA, have the meaning set forth in the Agreement.

Section 6. SLA Exclusions

The SLA does not apply to any: (a) features designated beta, early access, free trial, limited preview, or preview, (b) features excluded from the SLA in the associated Services Documentation, (c) sandbox environment to application signed with a key other than a production key, or (d) Downtime: (i) caused by factors outside of Layer’s reasonable control; (ii) caused by any force majeure event, (iii) that resulted from Customer’s software or hardware or third party software or hardware under Customer’s control, or both; (iv) that resulted from abuses or other behaviors that violate the Agreement.