Service Level Agreement

This Metapack Service Level Agreement (this “SLA”) governs the use of the Included Services (listed below) by you or the entity you represent (“You” or “Customer”) under the Master Subscription Agreement between Auctane Limited (“Metapack” or “We”) and You (“Agreement”). This SLA applies separately to each Account using the Included Services. Unless otherwise provided herein, this SLA is subject to the Agreement, capitalized terms will have the meaning specified in the Agreement, and We reserve the right to update and modify the terms of this SLA in accordance with the Agreement.

1. DEFINITIONS

“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which any of the Included Services, as applicable, were in the state of Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Metapack SLA Exclusion (defined below).

“Unavailable” and “Unavailability” mean:

• For Shipping or Returns, when unable to create or allocate a shipment, or create a Shipping Label or Return Label.
• For Delivery Options, when unable to retrieve delivery options.
• For Tracking Portal, when an End User is unable to retrieve tracking events for a tracked delivery.
• For Returns Portal, when an End User is unable to retrieve their order, the return services available for their order, or the return label or e-receipt required to process their return shipments.

A “Service Credit” is a Subscription Charge credit, calculated as set forth below, that We may credit back to Your Account.

2. INCLUDED SERVICES

• Shipping
• Returns
• Delivery Options
• Tracking Portal
• Returns Portal

3. SERVICE COMMITMENT

Metapack will use commercially reasonable efforts to make the Included Services each available with a Monthly Uptime Percentage (defined below) of at least 99.9%, in each case during any calendar month (the “Service Commitment”) and with 300 millisecond average API response times. In the event any of the Included Services do not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.

4. SERVICE COMMITMENTS AND SERVICE CREDITS

Service Credits are calculated as a percentage of the total Subscription Charges paid by You (excluding one-time payments such as for professional services) to Metapack for the Services affected for the calendar month in which the Service Unavailability occurred in accordance with the schedule below.

We will apply any Service Credits only against future Metapack payments otherwise due from you. Service Credits will not entitle you to any refund or other payment from Metapack. Service Credits may not be transferred or applied to any other Account. Your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide Metapack Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

In the event that the Uptime Percentage falls below 95% during any calendar month, You may terminate this Agreement for material breach pursuant to the Agreement.

5. CREDIT REQUEST AND PAYMENT PROCEDURES

To receive a Service Credit, you must submit a claim by opening a case in the Metapack Support Center. To be eligible, the credit request must be submitted within sixty (60) days of the incident and must include the affected Metapack Service and date and times of each Unavailability incident that you are claiming. Claims made by Customer after this period shall be deemed irretrievably waived.

If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you on the first Billing Period following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will result in your entitlement to a Service Credit lapsing.

6. SLA EXCLUSIONS

The Service Commitment does not apply to any unavailability, suspension or termination of Metapack: (i) caused by any matters outside of our control, including, without limitation, any Force Majeure Event, internet access or related problems beyond the reasonable control of Metapack, including problems caused by a Carrier or any other third party API when Customer elects or Metapack is required to use the respective API to provide the Carrier Services; (ii) that result from any actions or inactions of you or any third party; (iii) that result from your equipment, software or other technology and/or third party equipment, software or other technology; (iv) that result from any Planned Downtime; (v) arising from our suspension and/or termination of your right to use the Services in accordance with the Agreement.