Common use of Subscription to the Service Clause in Contracts

Subscription to the Service. Conditional on Customer: (a) complying with the provisions of this Agreement, including but not limited to paying the fees as required by this Agreement; and (b) cooperating with the reasonable requests of ThoughtFarmer, ThoughtFarmer hereby grants to Customer a non-sublicensable, non-transferable, non-exclusive subscription to access and use the Service in accordance with this Agreement solely for Customer’s internal business purposes and not for resale. Customer may order the Service under this Agreement by placing written, signed orders on an Order Form. Only the execution of an Order Form by Customer and by ThoughtFarmer constitutes a binding contract between those parties. Customer agrees that its purchase of the subscription is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by ThoughtFarmer with respect to future functionality or features. Availability SLA. ThoughtFarmer will use commercially reasonable efforts to achieve Service uptime equal to or better than 99.5% on an monthly basis, excluding outages due to scheduled maintenance, software customizations made by Customer, or outages beyond the control of ThoughtFarmer (the “Target”); provided however, that any failure to achieve the Target will not constitute a breach of this Agreement. When an outage causes a loss of service exceeding 30 continuous minutes in a calendar month, ThoughtFarmer will, as Customer’s sole remedy, provide a service credit consisting of 5% of the monthly recurring fee for each 30-minute block, up to a maximum of 100% of the monthly recurring fee for approved credit claims. All service credit claims must be submitted by Customer via email to ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Customer will be assigned a ticket number and the claim will be reviewed within 10 business days. Claims for service credits must be received within 15 days following the end of the month in which the Target was not achieved. Upon application for a service credit, ThoughtFarmer will notify Customer following investigation of the application. If rejected, the notification will specify the basis for rejection. If approved, ThoughtFarmer will credit Customer’s account with the appropriate amount.