1. Services Availability

Shade Inc. ("Shade", "we", "us" and/or "our") will use commercially reasonable efforts to make the platform as a service ("Services") available 99.95% of the time, excluding any Scheduled Downtime or Excused Downtime events, each as defined below ("Services Level"). The Services availability will be calculated by dividing the total number of minutes of uptime in the Services during an applicable calendar month by the total number of actual minutes in such month minus minutes of Scheduled Downtime and minus minutes of Excused Downtime, and then multiplying that amount by 100 ("Uptime"). If the Services fail to meet the above Services Level, you will receive a Credit equal to the result of the Services Credit calculation in Section 4 of this SLA.

2. Scheduled Downtime

We will use reasonable efforts to provide you with a minimum of (7) days' advance notice for all scheduled downtime to perform system maintenance, backup and upgrade functions for the Services (the "Scheduled Downtime") if the Services will be unavailable due to the performance of system maintenance, backup and upgrade functions. Scheduled Downtime will not exceed eight (8) hours per month and will be scheduled in advance during off-peak hours (based on PT). We will notify you via email of any Scheduled Downtime that will exceed two (2) hours.The duration of Scheduled Downtime is measured, in minutes, as the amount of elapsed time from when the Services are not available to perform operations to when the Services becomes available to perform operations. Daily system logs will be used to track Scheduled Downtime and any other Services outages.

3. Unscheduled Downtime

Unscheduled Downtime is defined as any time outside of the Scheduled Downtime when the Services are not available to perform operations, excluding any outages caused by the failure of any third-party vendor, the Internet in general, factors outside of our reasonable control, outages that resulted from your software or hardware or third party software or hardware, or both or any force majeure event ("Excused Downtime"). The measurement is in minutes.

4. Credits

A Credit is the percentage of the monthly Services fees for the Services that is credited to you for an Unscheduled Downtime below the Services Level based on the Uptime as set forth below. In order to receive any of the Credits described below, you must notify Shade in writing within 30 days from the time you become eligible to receive a Credit. You must also provide us with log files showing Unscheduled Downtime and the date and time it occurred. If you do not comply with these requirements, you will forfeit your right to receive a Credit. If a dispute arises with respect to this SLA, we will make a determination in good faith based on its system logs, monitoring reports, configuration records, and other available information.The maximum aggregate number of Credits issued by us to you for all Unscheduled Downtime in a single billing month will not exceed 50% of the amount due from you for the Services for the applicable month. Credits will be in the form of a monetary credit applied to future use of the Services and will be applied within 60 days after the Credit was requested. Credits are your sole and exclusive remedy for any violation of this SLA.

99% to 99.98% receives 10% in credits towards future monthly fees

95% to 99% receives 25% in credits towards future monthly fees

<95% receives 50% in credits towards future monthly fees