Cherre Terms of Service

Last Revised: 1 October, 2020

These Terms of Service (“Terms”) govern your access to and use of our website www.cherre.com (the “Website”), and any other related content, features, content, materials, applications, widgets and/or online services (collectively the “Services”) offered by Cherre, Inc. (“Cherre” or “we” or “us”). Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.

For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity's behalf.

Please note that Section 8 contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree (a) to resolve all disputes with us through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) that you waive your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt-out of arbitration as explained in Section 8.

TABLE OF CONTENTS

1. WHO MAY USE THE SERVICES
   1. You must be 18 years of age or older and reside in the United States or any of its territories to use the Services. By using the Services, you represent and warrant that you meet these requirements.
2. USER ACCOUNTS, SUBSCRIPTIONS AND FREE TRIALS
   1. Creating and Safeguarding your Account. To register an account on and use the Services, you may need to create an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. Certain features of the Services will only be made available to you if you are using the Services as a paying subscriber or as a professional real-estate agent, broker, firm, or real estate service provider (and you must indicate the appropriate description upon requesting access to the Service). Cherre reserves the right to request evidence of your identity and account information prior to permitting such functionalities to be provided through the Services. Notwithstanding the foregoing, Cherre may determine your eligibility to create an account on the Service in its sole discretion. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at support@Cherre.com if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.
   2. Free Trials. You can sign up for a trial Account for the paid portion of the Services and your trial period starts on the day you create the trial Account and lasts for the duration indicated on your free trial confirmation email (or if not specified, then ninety (90) days). If you are on a trial, you may cancel at any time until the last day of your trial by contacting Cherre. If you cancel your trial or your trial term expires, you acknowledge and agree that we may delete all of your content or data associated with your trial and, if you have not entered into a paid subscription for the Services, we may also delete all of your content or data associated with your Account.
   3. Paid Subscriptions. If you would like to upgrade to a paid subscription of the Services, you must enter into a written agreement with Cherre. To do so, please contact Cherre directly.
3. LOCATION OF OUR PRIVACY POLICY
   1. Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at www.cherre.com/policies.
4. RIGHTS WE GRANT YOU
   1. License Grant. Subject to your compliance with these Terms, the Company hereby grants to you the right to access and use the Services in the manner permitted by these Terms and subject to the use restrictions described below or as otherwise set forth in an applicable order or agreement. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Company, in its sole discretion, may elect to take.
   2. Restrictions On Your Use of the Services. You may not do any of the following, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:
      1. download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services;
      2. duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
      3. use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
      4. use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services;
      5. exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;
      6. access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same;
      7. attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
      8. circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services;
      9. use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;
      10. introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
      11. use the Services for illegal, harassing, unethical, or disruptive purposes;
      12. violate any applicable law or regulation in connection with your access to or use of the Services; or
      13. access or use the Services in any way not expressly permitted by these Terms.
5. OWNERSHIP AND CONTENT
   1. Ownership of the Services. The Services, including their "look and feel" (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its, including, without limitation, the exclusive right to create derivative works.
   2. Ownership of Trademarks. The Company’s name, the Company’s logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
   3. Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
   4. Notice of Infringement – DMCA Policy
      If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:
      1. identification of the copyrighted work that is claimed to be infringed;
      2. identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;
      3. information for our copyright agent to contact you, such as an address, telephone number and e-mail address;
      4. a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
      5. a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
      6. the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.
      Notices of copyright infringement claims should be sent by mail to: Cherre, Inc., Attn: Copyright Agent, 575 8th Avenue, Floor 20, New York, NY 10018; or by e-mail to legal@cherre.com. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.
      A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.
6. THIRD PARTY SERVICES AND MATERIALS
   1. Use of Third Party Materials in the Services. Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.
7. DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION
   1. Disclaimers. Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “the Company Entities”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility with any other application or any particular system or device; (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) the deletion of, or the failure to store or transmit, all data and other communications maintained by the Services. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein.
   2. Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
   3. Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your access to or use of the Services; or (d) your negligence or wilful misconduct.
8. ARBITRATION AND CLASS ACTION WAIVER
   1. Informal Process First. You agree that, in the event of any dispute between you and the Company Entities, you will first contact the Company in writing and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any arbitration or court action.
   2. Arbitration Agreement and Class Action Waiver.
      1. If the dispute remains unresolved thirty (30) days after you first contact the Company in writing under Section 8.1, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your purchase or use of the Products, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). The JAMS Rules and the JAMS Consumer Arbitration Minimum Standards, the latter effective July 15, 2009, are available at https://www.jamsadr.com.
      2. Arbitration will be handled by a sole, neutral arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class, consolidated or representative arbitrations and class, consolidated or representative actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class, consolidated or representative action or class, consolidated or representative arbitration. Court review of an arbitration award is limited. The arbitrator, however, can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief, or statutory damages). Notwithstanding the foregoing, you and the Company will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.
      3. The place of arbitration will be New York, New York, but if you prefer a hearing in or closer to your hometown area, you and the Company will confer in good faith in order to identify a reasonable alternative location.
      4. Each of the Parties shall cooperate in good faith in the discovery or exchange of nonprivileged information relevant to the dispute as necessary in accordance with the JAMS Rules.
      5. The arbitrator’s award will consist of a written statement stating the disposition of each claim, and the award will also provide a concise written statement of the essential findings and conclusions on which the award is based.
      6. You and the Company shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement or unless otherwise required by law or judicial decision.
   3. Costs of Arbitration. Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules and the JAMS Consumer Arbitration Minimum Standards. If the value of your claim does not exceed $10,000, the Company will pay for the reasonable filing, administrative and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.
   4. Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to legal@cherre.com or to the mailing address listed in the “How to Contact Us” section of these Terms. The notice must be sent to the Company within thirty (30) days of your purchase of the Products or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, the Company also will not be bound by them.
9. ADDITIONAL PROVISIONS
   1. Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
   2. Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally, the Company may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If the Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.
   3. Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
   4. California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
   5. Export Laws. You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by the Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
   6. Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of New York, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 8, or if arbitration does not apply, then the state and federal courts located in New York New York.
   7. How to Contact Us. You may contact us regarding the Services or these Terms at: 575 8th Avenue, New York, NY 10018, by e-mail at support@cherre.com .

Cherre Standard Service Level Agreement

Last Updated: July 6, 2022

1. Scope of SLA
   1. This Service Level Agreement (“SLA”) applies to you (“you,” “your” or the “Licensee”) and governs the provision of our Services as described in your executed Order Form or License Agreement (collectively, the “Agreement”), if specifically stated therein.
   2. This SLA does not apply: (i) if the Agreement does not specifically reference the Standard SLA; or (ii) to CoreConnect Start Up and Growth subscriptions.
   3. Licensor guarantees the: (i) Services Levels, and (ii) Connection Data Delivery Levels.
2. SERVICE LEVELS
   1. Service Uptime
      The Uptime Service Levels for the Services are as follows:

      Service	Description	Uptime Service Levels	The Time Period of the Day for which Service Levels Applies
      CoreConnect - API	Monthly Uptime for Licensor’s GraphQL API for programmatically accessing connected data	99.5%	24/7
      CoreExplore	Monthly Uptime of app.cherre.com	99%	6:00am to 9:00pm EST

   2. Connection Data Delivery Levels
      The Connection Data Delivery Levels for the Normal Update Interval provided by Licensor to CoreConnect subscribers are as follows:

      Normal Update Interval	Description	Data Delivery Levels	Default Allowed Update Window
      Daily	Average monthly success ratio for daily connections	98.0%	8 hours
      Weekly	Average monthly success ratio for weekly connections	98.0%	One business day
      Monthly	Average monthly success ratio for monthly connections	98.0%	Three business day

      Example: if the Normal Update Interval for a particular Configured Connection is Daily, and the Allowed Update Window is eight (8) hours, then Downtime would begin accruing eight (8) hours after the data source was successfully published and available. When combining two (2) sources, the update window starts once the last new data source required to be synced is available.
      
      There is no Standard SLA for Normal Update Intervals with frequencies greater than daily. Cherre provides such enhanced SLA for an additional fee, please reach out to csteam@cherre.com for details.
      
      
      1. For a Data Delivery Levels to be covered by this SLA, each data source must be proven capable of syncing to defined destination (i.e., CoreExplore, CoreConnect or other specified egress) by successfully syncing: (i) the initial data load, and (ii) the number of consecutive incremental loads specified below:

         Category	Minimum required successful syncs
         Daily	12
         Weekly	8
         Monthly	3

      2. The Default Allowed Update Window might be subject to change by Licensor in the following circumstances:
         1. It is not commercially viable or possible for Licensor to achieve such an Allowed Update Window; or
         2. The source or profile of the data source changes and the then-current Allowed Update Window is no longer achievable.
         In such scenarios Licensor will make commercially reasonable efforts to resolve the target levels, and may provide a different Allowed Update Window to address the specific use case.
   3. Query Performance Levels
      In order for Cherre to guarantee Query Performance Levels, Cherre must assess during a thirty-days period (the “Evaluation Period”) the Licensee’s Query Signature and evaluate its efficiency including all other aspects of its performance. Cherre, in its sole discretion, may reject the request for Query Performance Levels after the Evaluation Period if, in its sole opinion, it is not possible to provide a consistent level of performance. In the event that Cherre agrees to provide certain Query Performance Levels, an addendum to this SLA will be provided to Licensee. Additional fees may apply, please reach out to your CSM and Sales representative and cc: csteam@cherre.com for details.
3. SERVICE CREDITS
   
   1. Licensee will be eligible for Service Credits in the event that the Service experiences Downtime such that the Service Levels set forth in Section 2 of this SLA are not met in a given month.
   2. If one of the Services has Downtime, the Licensee will receive a Service Credit against the Fees (as appear on your Agreement) for such Services. Service Credits do not stack; if more than one Service fails to meet the specified Service Levels, the Licensee will receive only one Service Credit against the Fees for such Service.
   3. The Service Credit is calculated by multiplying the Service Credit Percentage listed in the table below by the Fees actually paid (calculated on a pro rata monthly basis) by Licensee for the corresponding period and Actual Monthly Uptime Percentage (as defined below).

      Service	Actual Monthly Uptime Percentage	Service Credit Percentage
      CoreConnect - API	99.0% to 99.9%	5%
      	95.0% to 99.0%	10%
      	< 95%	25%
      CoreExplore	95.0% to 99.0%	5%
      	< 95.0%	10%
      Service	Actual Data Delivery Percentage	Service Credit Percentage
      Data Delivery	95.0% to 98.0%	5%
      	< 95%	10%

      Service Credits are Licensee’s sole and exclusive remedy for performance or availability issues for any Service under the Agreement and this SLA.
4. CLAIMS
   1. Licensee must submit claims to Cherre customer support (support@cherre.com) along with all information necessary for Cherre to validate each claim, including and not limited to: (i) a detailed description of the incident and supporting materials; (ii) the number and location(s) of affected user(s) (if applicable); (iii) descriptions of Licensee’s attempts to resolve the incident; and (iv) any other information requested by Cherre to evaluate the claim.
   2. Cherre must receive: (i) notice of the incident 48 hours after the Licensee is becoming aware of the incident, and (ii) formal claim for Service Credit, no later than thirty (30) days from the date of the incident. Licensee must submit a claim for each incident.
   3. Cherre will evaluate all reasonably available information and make a good faith determination of whether a Service Credit is owed. Cherre will use commercially reasonable efforts to process claims within forty-five (45) days of receipt. Licensees must be in compliance with the Agreement to be eligible for Service Credits.
   4. Notice of the Service Credit will be provided to the Licensee within sixty (60) days after the Service Credit was requested.
   5. The aggregate maximum number of Service Credits to be issued by Cherre to Licensee for any claims, in a single month in which the incident occurred, will not exceed 50% of the pro rata amount paid by Licensee for the applicable month.
   6. Service Credits may not be redeemed for cash, and may not exceed 50% of the total pro rata monthly Fee for that Service in the month in which the incident occurred.
   7. If a Service Credit is provided to Licensee, Cherre will apply the Service Credit to Licensee’s subsequent invoices during the: (i) then-current Term or any Additional Services purchased during such Term; or (ii) the Renewal Term, if Licensee is invoiced annually. Service Credit will expire after twelve (12) months.
5. LIMITATIONS
   This SLA does not include Service unavailability due to the following:
   1. Scheduled Maintenance or Emergency Maintenance:
      1. Scheduled Maintenance may be required as a result of work requested by Licensee, or maintenance scheduled by Licensor. Licensor may perform standard maintenance, upgrades, or any other like activity that may impact the Services, as reasonably believed to be necessary to correct, maintain, and improve the Service. Licensor will use commercially reasonable efforts to: (i) schedule maintenance on Sunday between 6am to 10am EST; and (ii) provide seven (7) days’ advance notice of scheduled maintenance, which will not exceed twenty-four (24) hours in a single calendar month.
      2. Emergency Maintenance may be initiated either by Licensor or Third-Party Data providers, in order to fix critical issues or vulnerabilities that could not have been performed during a Scheduled Maintenance window.
   2. Failure by third party providers outside of Licensor’s control, including and not limited to: (i) external data sources, data connection, equipment, or software; (ii) the unavailability of Google cloud-based services; or (iii) blocking or throttling by an Internet service provider.
   3. The product or features in subject are an alpha, beta release, or other pre-production release of a component.
   4. Licensee’s breach of any of the terms of the Agreement or intentional acts, errors, or omissions.
   5. Licensee’s use of the equipment, software, API objects or assets, or the Services in a way that is not authorized or supported by Licensor, including and not limited to, combining the Services with unauthorized third party software or third-party services.
   6. Licensee’s actions which have delayed, hindered, or prevented Licensor from providing the Services (e.g., removing, changing or limiting Licensor’s access to Licensee Data), including but not limited to, undocumented API changes, API limits, or sync failures due to new or changed data that disrupts the schema mapping rules, or API requests exceeding the rates and limits provided in the Agreement.
   7. API query depth, width, and pagination that do not adhere to Licensor guidelines, as provided to Licensee, and amended by Licensor from time to time.
   8. A force majeure event (including any act of God, natural disaster, fire, riot, act of terrorism or cyber-warfare, act of government, labor strike) to the extent the unavailability could not have been reasonably mitigated by Licensor by implementation of reasonable backup and recovery plans.
6. DEFINITIONS
   1. “Allowed Update Window” means the additional time for Licensor to successfully deliver newly updated data before a Licensee starts accruing Downtime.
   2. “Available” means the Services are functioning and available in accordance with the terms and conditions of this Agreement.
   3. “Connection Data Delivery” means a data pipeline or other data delivery mechanism for Configured or Standard Connections stated in your Agreement.
   4. “Downtime” means, subject to Section 5 of this SLA:
      1. For Services, means the percentage of time in which the Services are not Available, measured on a calendar month basis.
      2. For Data Delivery Levels, means the percentage of time in excess of the Normal Update Interval plus Allowed Update Window that the connection is unavailable and not loading any data.
   5. “Fees” means Licensee recurring subscription fees as they appear in the Agreement, excluding custom development, one-time fees, pass-through charges (i.e., Third Party License etc).
   6. “Licensor” means Cherre, Inc.
   7. “Normal Update Interval” means the update intervals for Configured or Standard Connections stated in your Agreement. Normal Update Intervals are calculated once the minimum number of required consecutive successful incremental and initial loads have been met as described in Section 2.2.1 of this SLA.
   8. “Query Performance” means the end-to-end response time of a Query Signature request, typically measured in average, over a given period of time. Assessments and measurements are performed using Cherre monitoring systems.
   9. “Query Signature” means the agreed and predefined pattern, including and not limited to, the query body, variables, functions and objects being queried.
   10. “Services” means Cherre CoreConnect and Cherre CoreExplore Saas Subscriptions.
   11. “Service Credit” means the dollar credit amount that Licensor will credit against the Fees paid by Licensee and credited to its account.
   12. “Service Credit Percentage” means the percentage of the pro rata monthly Fees for the respective Service that does not meet the Service Levels described in Section 2.
   13. “Service Levels” means the target Uptime for each specified Service as set forth in Section 2.
   14. “Uptime” means that time which the Service are not experiencing Downtime measured as a percentage based (a) the total number of minutes the Core Services are experiencing Downtime divided by (b) (i) the total number of minutes in such calendar month, less (ii) any Scheduled Maintenance or Emergency Maintenance.