“Submission” of an issue to ModernRails requires the Customer to: (i) properly submit a ticket to ModernRails and specify the perceived Severity Level in the subject line, and (ii) provide sufficient information regarding the purported issue so that ModernRails is able to replicate it. In the event ModernRails requires further information, the Resolution Time will begin once the Customer provides an adequate response. ModernRails may downgrade the ticket from Critical to Not Critical if it determines in its sole discretion that the Severity Level does not correspond to the description set forth above.

“Resolution” means that, to the extent caused by ModernRails or within its control, ModernRails has provided a satisfactory solution so that the Customer’s use of the Workspace or Services is no longer blocked.

If ModernRails fails to respond or resolve a ticket as stated above, Customer will be eligible to receive a Service Credit of $80.00 per issue in each quarter.

Customer acknowledges that the compliance category above may require approval of a third-party, including ModernRails’ financial institution partner, and that such response or approval is not subject to the commitments above. The above commitments do not guarantee approval by a financial institution partner as may be required for complete review of the applicable category.

If ModernRails fails to perform as stated above, Customer will be credited with $80.00 per failure in each calendar quarter.

Notice to Customer shall be performed as provided in the Agreement and is effective upon being sent by ModernRails.

Customer acknowledges that ModernRails may make changes without prior notice to Customer if the change is (1) not a Breaking Change or (2) is being made to address critical product bugs or legal, regulatory, security, or privacy concerns.

If ModernRails fails to perform as stated herein, Customer will be credited with $80.00 per each change that falls below the commitment in each calendar quarter.

If ModernRails fails to meet a Service Commitment in any given calendar quarter, Customer will be credited with $80.00 per hour (prorated to the nearest minute) in which the applicable service falls below the relevant Service Commitment. Customer acknowledges and agrees that ModernRails s standard calculation of Uptime and Reliability as used across Customers shall provide the applicable measurement for purposes of this SLA.

Customer shall subscribe to timely updates of the status of APIs Uptime on ModernRails Status Page at status.accelerationcloud.com.

During a scheduled maintenance as previously communicated by ModernRails. ModernRails agrees to notify Customer as provided in the MRTC at least seven (7) days before a scheduled maintenance which will impact Customer’s use of the Purchased Services;

Events or issues that occur due to a failure or omission of the Customer or a Customer’s third-party service provider, including, but not limited to, Customer’s own equipment, software or other technology and/or Customer’s third-party equipment, software or other technology;

Events or issues due to Customer’s use of the Service in a manner inconsistent with provided API Documentation and Tools;

Requests that could have been solved by Customer using the tools made available by ModernRails, including the Workspace or AccelerationCloud APIs (“Support Request”). Customer understands that ModernRails may, in its discretion, charge a fee per Support Request;

Services are suspended by ModernRails as provided in the Agreement;

Services relating to testing environment, those that are not subject to a fee, Account Authentication, Account Aggregation Services and other beta-products or beta-services; and

Events or issues that are caused by factors outside of ModernRails reasonable control, including, without limitation, third-party acts, or any force majeure event as defined in the Agreement.

In order to be eligible for a Service Credit, Customer must submit a written credit request within thirty (30) days of any incident in which ModernRails purportedly did not comply with the Service Levels provided in this SLA. The credit request must include: (i) the words “SLA Credit Request” in the subject line; (ii) the dates and times of each incident that Customer claims occurred; and (iii) the dollar amount Customer claims it should receive for each incident.

On no less than a quarterly basis, ModernRails will review Customer’s credit requests. ModernRails will provide Customer with a Service Credit for those Service Level incidents which are confirmed by ModernRails as not meeting the commitments as provided herein. For avoidance of doubt, the Parties agree that the quarters shall follow the calendar year quarters (Q1: January, February and March; Q2: April, May and June; Q3: July, August and September; and Q4: October, November and December) and that any applicable Service Credits shall be applied on the second month of the following quarter. As an example, the credits for Q1 shall be applied to the monthly fee related to the month of May.

The Parties agree that the total Service Credits that may accrue in any given calendar quarter shall be limited to a maximum of twenty percent (20%) of Customer’s Monthly Base Fee.

In the event Customer disputes ModernRails review, and determination of, the amount of the Service Credit owed to Customer, Customer shall notify ModernRails within thirty (30) days of receipt of the Service Credit or shall waive its right to any further Service Credit. The Parties agree to work together in good faith to come to a timely resolution.

Unless otherwise provided in the Agreement, Customer’s sole and exclusive remedy for any unavailability, non-performance, or other failure by ModernRails to provide the Service Levels as stated herein is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

“Regulatory Complaint” shall mean each individual instance in which a regulatory body receives a complaint associated, in any way, with ModernRails’ Purchased Services and Customer’s Application, products, or services. Without limiting the foregoing, such Regulatory Complaints, include but are not limited to, complaints related to Customer’s responses or lack of responses to User or regulatory inquiries, Customer’s customer service in general, Users’ access to funds, or required notices or lack of such notices to Users.

In the event ModernRails (or its financial institution(s) partner) is informed of a Regulatory Complaint about Customer, ModernRails shall review the complaint and determine in its sole discretion whether the complaint was the result of or connected to Customer’s actions or inactions. ModernRails may reach out to Customer for additional information regarding the complaint, in which case Customer shall respond to any requests for additional information within twenty-four (24) hours. ModernRails and Customer shall use best efforts to address and resolve a Regulatory Complaint, to the extent such a complaint can be resolved.

Customer understands that if ModernRails determines the Regulatory Complaint was a result of, or connected to, Customer’s actions or inactions and such complaint is the result of a regulatory violation, leads to an enforcement action, or a request or suggestion by the regulator to rectify or mitigate the complaint or avoid future such complaints. ModernRails reserves the right to charge Customer for each and every such complaint. Notwithstanding the foregoing, the Parties agree and understand that Customer shall not be responsible for the complaint fee charged by ModernRails that is associated with a Regulatory Complaint that was caused solely by ModernRails or ModernRails’ financial institution partner. Customer further understands that ModernRails reserves the right to charge Customer in the event ModernRails requests information regarding a complaint and Customer fails to provide such information within the timeline provided by ModernRails.

On a calendar quarterly basis, ModernRails shall calculate any fees owed by Customer to ModernRails based on this section. Any complaint fees will be added to Customer’s following monthly fee.