Service Level Agreement

Uptime

The API will have a minimum Uptime percentage as set forth in the table below, as measured on a Quarterly basis, excluding planned downtime for maintenance where the customer has been notified in advance.

“Availability” means the total minutes in a given quarter minus Downtime.

“Downtime” means the number of whole minutes within the applicable calendar quarter that Customer is unable to access the Terminal49 API. Downtime does not include any unavailability of the Terminal49 API caused by an Excluded Event.

“Excluded Event” means any (a) failure caused by software, hardware or other components outside of Terminal49’s technology or not provided by Terminal49; (b) failure caused by or affecting any beta or non-production products; (c) any trial period for the Services; (d) any event outside of Terminal49’s reasonable control, e.g. a force majeure event, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Terminal49 employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Terminal49’s possession or reasonable control, and denial of service attacks; (e) any resource reduction directed and approved in writing by Customer despite Terminal49’s warning that such reduction may result in failure or less than optimum performance; (f) any modification, revision, variation, translation or alteration of the Services that are not authorized by Terminal49; (g) failure of access circuits to Terminal49’s network or upstream providers, unless such failure is caused solely by Terminal49; (h) Customer’s acts or omissions (or the acts or omissions of others engaged or authorized by Customer), including without limitation any negligence, willful misconduct or use of the Services in breach of the Agreement; (i) outages elsewhere on the internet that hinder or prevent access to the Services; (j) failure caused by data provided by or on behalf of Customer; (k) planned maintenance or upgrades to the Services; (l) failure caused by third party products or services; (m) suspension or unavailability of the Services due to Customer exceeding usage limits as set forth in the Order Form; (n) IP address blacklisting by third parties; (o) emergency maintenance of the Services; or (p) unavailability or inaccessibility of partner services and integrations such as Steamship Lines, Ports, and Terminals.

“Uptime” is with respect to Terminal49 services only. Uptime shall be measured in minutes over a single quarter, with Uptime defined as minutes of Availability divided by the number of minutes in that quarter, excluding minutes of planned downtime where the customer has been notified in advance.

With Priority SLA: In the event that Terminal49 is unable to meet the 99% Uptime Percentage, the Customer shall be compensated with a 10% Service Credit applied as a credit against the next quarter’s value of API access fees.

Data Freshness

For 98% of containers, within at most 36 hours of an Ocean Carrier updating a shipment or container milestone event via their website or API, the data provided by Terminal49 API will in turn be updated with the same data.

For 98% of containers, within at most 12 hours of a Terminal updating a shipment or container milestone event via their website or API, the data provided by Terminal49 API will in turn be updated with the same data.

With Priority SLA: In the event that Terminal49’s integration with an Ocean Carrier is unavailable, Terminal49 personnel will manually update Customer’s containers to avoid operational disruption. In the event that Terminal49 is unable to meet stated latency thresholds in the table below, Service Credits shall be calculated as 10% of the cost of the containers adversely impacted by stale data and applied as a credit in the following Quarter’s container subscription fees.

Data Completeness

Terminal49 shall provide core transport milestones where available from the primary source. Some primary sources do not provide all events. Customer must initiate tracking on a container prior to a milestone occurring in order for Terminal49 to provide that milestone.

With Priority SLA: Completeness guarantee of 98%. Customer may receive credits for incomplete containers beyond 2%. “Incomplete” containers are defined as those missing one or more of the Core Transport Milestones listed in the table below, provided that the milestone is available from the primary data source, and the container has stopped tracking automatically.

Service Credits

In order to receive credits as set forth above (“Service Credits”), the Customer must notify Terminal49 within 72 hours from the time of Downtime, and failure to provide such notice will forfeit the right to receive Service Credits. Each notice must include details of the dates and times in which Customer experienced the Downtime and any other information reasonably requested by Terminal49. If Terminal49 assesses Customer’s service credit request notice and confirms Terminal49 has not met the Uptime Percentage, then Terminal49 will apply the relevant credit to Customer’s next invoice for the Services. All credits provided hereunder are non-transferable, nonrefundable and cannot be redeemed for cash. If Customer elects not to renew the Agreement, the above credit cannot be applied. Despite anything to the contrary, Customer will not be entitled to any credits (a) that exceeds 100% of the fees previously paid by or any fees due in Customer’s next invoice, (b) if any undisputed invoice is overdue; or (c) if Customer is in breach of the Agreement.

Customer Support

Terminal49 shall provide Customer access to Terminal49’s customer support personnel via email (support@terminal49.com). Issue severity and response times are defined here.

With Priority SLA: Customer shall, in addition to the above, have access to support via phone and a shared Slack channel (which includes direct access to Terminal49’s engineering team).