This online Software-as-a-Service (SaaS) Agreement (including any Order Schedules, as amended and in effect from time to time, the Agreement), apply to sales made by Zferral, Inc. dba Ambassador (Ambassador) to the customer executing an Order Schedule or similar instrument (Customer), as of the date of such Order Schedule (Effective Date), Ambassador and Customer agree as follows:
Ambassador provides an end-to-end solution to create, track and manage referral programs.
Ambassador API means the Ambassador application programming interface, scripts, widgets, embeddable snippets and other tools that allow Customer to integrate with Ambassador’s referral system.
Ambassador Services means, collectively, the Hosted Service, Platform, Ambassador API, and Documentation.
Customer Website means the website owned and operated by Customer as set out in the applicable Order Schedule.
Customer Campaign means Customer’s referral program, as operated through the Ambassador Services
Data means all data and information created, received, processed or provided by Ambassador in performing the Ambassador Services for Customer, or that result from performance of the Ambassador Services for Customer.
Documentation means any user guide, help information and other documentation and information regarding the Hosted Service that is delivered by Ambassador to Customer in electronic or other form, if any, including any updates provided by Ambassador from time to time.
Hosted Service means the real-time website analytics service hosted by Ambassador and provided to Customer from time to time. The Hosted Service includes any change, improvement, extension or other new version thereof that is developed or otherwise made available to Customer.
Platform means all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies, implementations and information that are used by Ambassador in providing the Ambassador Services.
2.1 Order Schedules. This Agreement will be implemented through one or more written orders that reference this Agreement and contain such information as generally illustrated in Exhibit A attached hereto (Order Schedules). Any change to the terms of this Agreement within an Order Schedule will apply only to the Ambassador Service described therein. Ambassador may provide the Ambassador Services directly, or indirectly using contractors or other third party vendors or service providers. Ambassador agrees that it shall be fully responsible for (and fully indemnify and hold Customer consistent to Section 7 of this Agreement) performance of Ambassador Services for Customer by any such third party contractors, vendors or service providers.
2.2 Hosted Service. Subject to all terms and conditions of this Agreement, Ambassador will use commercially reasonable efforts to operate the Platform in connection with making the Hosted Service available to Customer in accordance with the service levels attached hereto as Exhibit B. Customer may use the Documentation solely in connection with the Hosted Service. Ambassador reserves the right to modify the Hosted Service (in whole or in part) at any time, provided that Ambassador will not materially reduce the functionality of the Ambassador Services.
2.3 API License. If indicated in the applicable Order Schedule, Ambassador hereby grants Customer a nonexclusive license to access and use the Ambassador API solely in connection with its use of the Ambassador Services.
2.4 Support. Ambassador will use commercially reasonable efforts to provide Customer with technical support and updates for the Hosted Service as set forth in Exhibit B attached hereto.
2.6 Privacy & Protections. Each party will comply with all applicable personal data protection and privacy laws where such party is located (the "Data Protection Laws"). The parties acknowledge and agree that: (i) Ambassador may have access to personal data under the Data Protection Laws and will: (a) use it solely for the purpose of providing the Services; (b) process it only in accordance with Customer’s instructions; and (c) take appropriate technical and organizational measures to prevent unauthorized or unlawful processing, accidental loss, destruction or damage to it; (ii) personal data may be processed by Ambassador and its affiliates in the United States, Canada and throughout the world; and (iii) Customer is the data controller and retains full responsibility for the data processed on its behalf by Ambassador acting as data processor.
3.1 Data. Customer shall own all rights in and to any Data. Nothing in this Agreement transfers, assigns and/or grants to Ambassador any ownership, interest or control in and to the Data and its intellectual property rights in connection with Customer’s use of the Ambassador Services. Notwithstanding the foregoing, Customer hereby grants Ambassador a limited, non-exclusive, worldwide license to access and use Data concerning the Customer Website and the Customer Campaign solely for performing the Ambassador Services to Customer during the Term of this Agreement.
3.2 Ambassador Services. Except for the limited rights and licenses expressly granted to Customer hereunder, no other license is granted, no other use is permitted and Ambassador (and its licensors) shall retain all rights, title and interests (including all intellectual property and proprietary rights) in and to the Ambassador Services.
Use of the Services by the United States Government or other governmental agencies shall be as “restricted computer software” or “limited rights data” as set forth in 48 CFR 52.227-14, or as “commercial computer software” or “commercial computer software documentation” under DFARS 252.227-7202, or under such other similar applicable terms and conditions to prevent the transfer of rights in and to the technology to the government or such agency other than under normal commercial licensing terms and conditions. Contractor/manufacturer is Zferral, Inc. dba Ambassador, 11808 Miracle Hills Dr., Omaha, NE 68154.
A. Except as expressly permitted in this Agreement, Customer shall not directly or indirectly (a) use any of Ambassador's Confidential Information to create any service, software, documentation or data that is similar to any aspect of the Ambassador Services, provided that the foregoing does not prohibit independent development of similar functionality by Customer or third parties, (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Platform, or the underlying ideas, algorithms or trade secrets therein, (c) encumber, sublicense, transfer, rent, lease, time-share or use the Ambassador Services in any service bureau arrangement or otherwise for the benefit of any third party, (d) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Ambassador Services, (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or (f) permit any third party to engage in any of the foregoing proscribed acts.
B. Except as expressly permitted in this Agreement, Ambassador shall not directly or indirectly (a) use any of Customer’s Confidential information or Data to create any service, software, documentation or data that is similar to any aspect of the Customer’s business, provided that the foregoing does not prohibit independent development of similar functionality by Ambassador or third parties; (b) sublicense, monetize, sell, exploit in any manner, transfer, rent, lease, time-share or use the Data, Customer Confidential Information or otherwise for the benefit of any third party; (c) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Data and Customer’s Confidential Information; and (d) host the Data and Customer’s Confidential Information for the benefit of third parties; (e) disclose or permit any third party to access Data; or (f) use Data or any part thereof beyond the Term.
4.1. Each party may disclose (the “Discloser”) confidential and proprietary information (“Confidential Information”) to the other party (the “Recipient”). In each such case, the Recipient shall hold such Confidential Information in confidence and shall not disclose such Confidential Information except to a party’s Affiliates, employees or agents who have a need to know such Confidential Information in order to perform such party’s obligations under this Agreement. Customer’s Confidential Information shall include of all information relating to the trade secrets or business affairs of Customer including consumer data, merchandising plans, marketing plans and product design and information. Ambassador’s Confidential Information shall include the computers, systems and software operating the Service and all documentation, development tools, phone numbers, know-how and data related thereto, and any derivative works thereof as well as physical property, analytical procedures, techniques, skills, ideas, models, research, development, trade secrets or business affairs of Provider, its Affiliates or their employees, suppliers or agents. Neither party shall have any rights in the other party’s Confidential Information and shall return or destroy all such Confidential Information upon the termination of the applicable Order or the request of the Discloser. Notwithstanding the foregoing, the parties acknowledge that Recipient shall not be required to return to Discloser or destroy those copies of Confidential Information residing on Recipient’s backup, disaster recovery, or business continuity systems and the obligations hereunder with respect to such Confidential Information shall survive until such Confidential Information is destroyed.
4.2. Notwithstanding any other term hereof, the term “Confidential Information” shall not include information that: (a) was already in the lawful possession of the Recipient prior to receipt thereof, directly or indirectly, from the Discloser; (b) lawfully becomes available to Recipient on a non-confidential basis from a source other than Discloser that is not under an obligation to keep such information confidential; (c) is generally available to the public other than as a result of a breach of this Agreement by Recipient or its representative(s); or (d) is subsequently and independently developed by employees, consultants or agents of the Recipient without reference to the Confidential Information disclosed hereunder. In addition, a party shall not be considered to have breached its obligations by disclosing Confidential Information of the other party as required to satisfy any request of a competent governmental body provided that, promptly upon receiving any such request and to the extent that it may legally do so, such party advises the other party of the request prior to making such disclosure in order that the other party may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information.
5.1 Fees. Customer agrees to pay Ambassador all fees and expenses in the amounts and at the times specified in the applicable Order Schedule or as otherwise provided in this Agreement. Unless otherwise set forth in an Order Schedule, Customer shall be responsible for payment of any commissions owed to Ambassador and Customer’s end users.
5.2 Payment Terms. Any sum due Ambassador hereunder will be due and payable via electronic funds (ACH, EFT or wire) or check thirty (30) days from the date of invoice. Customer will pay interest on all past due sums at a rate which is the lesser of one and a half percent (1.5%) per month, or the highest rate allowed by law. In the event part of an invoice is in dispute, Customer agrees to pay the undisputed portion of the invoice and make a note on the invoice regarding the disputed portion within thirty (30) days from the date of invoice, otherwise Customer will be deemed to agree to such charges and Ambassador will not be subject to making adjustments to charges or invoices.
6.1 General. Each party represents and warrants that: (a) it is a duly organized and validly existing under the laws of the jurisdiction in which it is organized; (b) it has full power and authority, and has obtained all approvals, permissions and consents necessary, to enter into this Agreement and to perform its obligations hereunder; (c) this Agreement is legally binding upon it and enforceable in accordance with its terms; and (d) the execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.
6.2 Ambassador. Ambassador warrants to Customer that (i) the Ambassador Services will be provided in a professional and workmanlike manner; (ii) the Ambassador Services will perform in accordance with the Documentation in all material respects; (iii) it will not engage in, nor cause others to engage in spamming or improper, malicious or fraudulent marketing activities relating to any Ambassador Services; and (iv) the Ambassador Services provided by Ambassador will be in compliance with all applicable self-regulatory guidelines, industry guidelines, privacy laws and applicable laws.
7.1 Customer Indemnification. Customer shall indemnify, defend and hold Provider, its Affiliates and their officers, directors, employees and agents harmless from and against any and all third party claims of loss, damages, liability, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from: (a) Customer’s violation of an applicable law; (b) the Customer Systems and Materials; (c) a claim relating to any defect in any product or service offered by Customer, its Affiliates or any of their agents or customers ; or (d) all liabilities, demands, damages, expenses, or losses arising out of or resulting from any usage of the Licensed Materials.
7.2 Ambassador Indemnification. Ambassador shall indemnify, defend and hold Customer, its Affiliates and their officers, directors, employees and agents harmless from and against any and all third party claims of loss, damages, liability, costs, and expenses (including reasonable attorneys’ fees and expenses) resulting from a violation by Ambassador of an applicable law. Nothing herein shall require the Ambassador to indemnify the Customer for any claim or any portion of any claim that arises from the Customer’s reckless, wanton, wrongful, or otherwise negligent acts of the Customer.
7.3 Ambassador Intellectual Property Indemnity. Ambassador will indemnify Customer from any claim, suit or proceeding brought against Customer its Affiliates or their officers, directors, employees or agents so far as it is based on a third party claim that the Services supplied by Ambassador infringe a United States copyright or a United States patent issued as of the effective date of the applicable Order, provided that Ambassador will have no indemnity obligation or other liability hereunder arising from: (1) Customer’s willful, reckless, wanton, wrongful, or otherwise negligent acts; (2) breach of the Agreement or an Order or alteration of the Services as provided by Provider; (3) the Customer Systems and Materials or Services that are based upon the Customer Systems and Materials, or information, design, specifications, directions, instruction, software, data, or material not furnished by Provider; (4) combination of the Services with the Customer Systems and Materials or any materials, products or services not provided by Provider; or any (5) third party products or services. Notwithstanding the foregoing, in order to be indemnified to the extent stated, the Customer must operate the Licensed Materials within the instructions and technical limits provided or approved by the Provider. If such a claim is or is likely to be made, Ambassador will, at its own expense and sole discretion, exercise one or the following remedies: (1) obtain for Customer the right to continue to use, the Services consistent with this Agreement; (2) modify the Services so they are non-infringing and in compliance with this Agreement; (3) terminate the applicable Services without liability for such termination other than the ongoing indemnity obligation hereunder. The foregoing states the entire obligation of Ambassador and its suppliers, and the exclusive remedy of Customer, with respect to infringement of proprietary rights.
7.4 Exclusions. Ambassador shall have no liability or obligation hereunder with respect to any claim based upon (a) use of any Hosted Service in an application or environment or on a platform or with devices for which it was not approved by Ambassador in writing, (b) modifications, alterations, combinations or enhancements of the Hosted Service not created by or for Ambassador (unless otherwise approved by Ambassador in writing), (c) any portion of the Hosted Service that implements Customer's requirements, (d) Customer's continuing allegedly infringing activity after being notified thereof or its continuing use of any version after being provided notice of the potential infringement and modifications that would have avoided the alleged infringement or (e) any intellectual property right in which Customer or any of its affiliates has an interest, to the extent such intellectual property right violates this Agreement.
7.5 Procedures. The party claiming indemnification shall: (a) provide prompt written notice to the indemnifying party of any claim in respect of which the indemnity may apply; (b) relinquish control of the defense of the claim to the indemnifying party; and (c) provide the indemnifying party with all assistance reasonably requested in defense of the claim. The indemnifying party shall be entitled to settle any claim without the written consent of the indemnified party so long as such settlement only involves the payment of money by the indemnifying party and in no way affects any rights of the indemnified party.
8.1. EXCEPT AS EXPRESSLY PROVIDED HEREIN, AMBASSADOR MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, AND AMBASSADOR EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. AMBASSADOR EXPRESSLY DENIES ANY REPRESENTATION OR WARRANTY ABOUT THE ACCURACY OR CONDITION OF DATA OR THAT THE SERVICES OR RELATED SYSTEMS WILL OPERATE UNINTERRUPTED OR ERROR-FREE.
8.2. NO CAUSE OR ACTION WHICH ACCRUED MORE THAN TWO (2) YEARS PRIOR TO THE FILING OF A SUIT ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED UNDER THIS AGREEMENT BY EITHER PARTY.
8.3. EXCEPT FOR THE PARTIES’ PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR LOSS OF GOODWILL, DATA OR PROFITS, OR COST OF COVER. THE TOTAL LIABILITY OF AMBASSADOR FOR ANY REASON, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO AMBASSADOR BY CUSTOMER UNDER THE ORDER APPLICABLE TO THE EVENT GIVING RISE TO SUCH ACTION DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE LIMITS ON LIABILITY IN THIS SECTION SHALL APPLY IN ALL CASES INCLUDING IF THE APPLICABLE CLAIM ARISES OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT PRODUCT LIABILITY, AND EVEN IF THE PARTY HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE OR FORESEEABLE.
9.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect until terminated as set forth below.
9.2 Termination. This Agreement may be terminated (in whole, or in respect of any Order Schedule) by a party (a) if the other party materially breaches a provision of this Agreement and fails to cure such breach within 30 days after receiving written notice of such breach from the non-breaching party or (b) as otherwise set forth in the Order Schedule.
9.3 Effects of Termination. Upon any expiration or termination of any Order Schedule or this Agreement, all corresponding rights, obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) shall survive, (b) Customer shall remove all Ambassador java or other scripting, including, but not limited to all widgets and other embeddable snippets derived from the Ambassador Services within 10 days following any termination or expiration of this Agreement (if Customer does not do so, then Ambassador reserves the right to continue to charge the monthly fees payable hereunder until such scripting is removed); and (c) Ambassador shall destroy or delete all Data, (if requested by Customer) as certified by a department head or Vice President of Ambassador that all Data has been deleted or destroyed from the Ambassador Services; and (d) the provisions of Sections 3 (Proprietary Rights), 4 (Confidentiality), 5 (Payments), 6 (Limited Warranty and Disclaimers), 7 (Indemnification), 8 (Limitation of Liability), 10 (General Provisions) and this Section 9.3 shall survive.
10.1 Entire Agreement. This Agreement (including the Order Schedules) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties regarding the subject matter of this Agreement (and all past dealing or industry custom). Any inconsistent or additional terms on any related purchase order, confirmation or similar form, even if signed by the parties hereafter, shall have no effect under this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be an original, but taken together constituting one and the same instrument. Execution of a facsimile/electronic copy shall have the same force and effect as execution of an original, and a facsimile/ electronic signature shall be deemed an original and valid signature. No change, consent or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is in English only, which language shall be controlling in all respects.
10.2 Governing Law. This Agreement and Orders shall be governed under the laws of Nebraska without regard for its choice of law principles.
Customer agrees that any legal action involving this Agreement or Orders in any way will be instituted in a court of competent jurisdiction located in Douglas County, Nebraska, and Customer consents to jurisdiction of the state or Federal courts in the State of Nebraska over Customer’s person for purpose of such legal action.
10.3 Remedies. Except as specifically provided otherwise herein, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity. Each party agrees that, in the event of any breach or threatened breach of Section 3 or 4, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.
10.4 Notices. All notices under this Agreement will be in writing and delivered to the parties at their respective addresses stated herein with a courtesy copy to the attention of Legal Department or General Counsel, or at such other address designated by written notice. Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile; the day after being sent, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested.
10.5 Force Majeure. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (except payment obligations) due to any cause beyond its reasonable control, the affected party shall give written notice thereof to the other party and its performance shall be extended for the period of delay or inability to perform due to such occurrence.
10.6 Publicity. Ambassador shall have the right to use the Customer’s approved name and logo solely in any public listing of Ambassador’s Customer roster, unless otherwise expressed in writing by the Customer.
10.7 Assignment. This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by either party without the other party's written consent, not to be unreasonably withheld. However, without consent, either party may assign this Agreement to any successor to all or substantially all of its business that concerns this Agreement (whether by sale of assets or equity, merger, consolidation or otherwise). This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.
10.8 Independent Contractors. The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
10.9. Enforcement. All users of the Services must adhere to the terms of this Agreement. Ambassador has the right, but is not obligated, to strictly enforce this Agreement through self-help, active investigation, litigation and prosecution. Ambassador may also access and disclose any information (including transactional information) related to Customer’s access and use of our website or network for any lawful reason, including but not limited to: (1) responding to emergencies; (2) complying with law, rule or regulation (e.g., a lawful subpoena); (3) protecting our rights or property and those of our customers; or (4) protecting users of those services and other carriers from fraudulent, abusive, or unlawful use of, or subscription to, such services.
10.10. Recording. Customer agrees that all calls may be recorded or monitored by Ambassador at Ambassador’s option. Such recording or monitoring shall not violate any state or federal law.
10.11. Taxes. Ambassador shall add to each invoice and Customer shall pay any sales, use, excise, value-added, gross receipts, services, labor related, consumption and other similar taxes or surcharges, however designated, that are levied by any taxing authority in connection with the provision or use of Services under this Agreement or any Order. If at any time during the Term of this Agreement or any Order, Ambassador believes that it is required by law to collect any new or additional taxes for which Customer would be responsible for paying, Ambassador shall notify Customer of such taxes, collect such taxes directly from Customer and remit such taxes to the appropriate governmental authority. If any taxing authority determines at any time that Ambassador has incorrectly determined any tax liability regarding taxes for which Customer is responsible pursuant to this Agreement or any Order, Ambassador shall have the right to invoice Customer for such taxes determined by such taxing authority to be due and owing. If Customer is exempt from taxes, Customer shall provide a copy of any documentation evidencing such exemption before it begins to receive any of the Services. If Customer is legally required to deduct or withhold amounts from payments to Ambassador, then Customer will pay Ambassador such additional amounts so the net amount Ambassador receives from Customer is equal to the full amount for the charges which Ambassador would have received from Customer had such withholding not been made and Customer will pay the applicable tax authorities any such required deduction or withholding.
10.12. No Third party Beneficiaries. This Agreement and Orders are for the sole benefit of the parties to such Order and are not intended to, nor shall it be construed to, create any right or confer any benefit on or against any third party.
1.1 General. Ambassador shall use commercially reasonable efforts to maintain the Minimum Service Level during the Term of the Agreement.
|Service Category||Measurement||Measurement Window||Minimum Service Level|
|Uptime||Availability of the Ambassador Service with all material functionality||Monthly||99.7%|
1.2 Service Disruption. Ambassador will inform Customer, by email (or other prompt means if email is unavailable), of any service disruption, unless such disruption is of an insignificant nature (less than 1 hour). Ambassador will use commercially reasonable efforts to restore service as soon as reasonably practicable and inform Customer by email (or other prompt means if email is unavailable) once service is restored.
1.3 Exceptions. The following downtime minutes will be excluded from the measurement of compliance with the Minimum Service Level: (i) downtime minutes related to scheduled maintenance; (ii) downtime minutes related to any matter constituting force majeure pursuant to Section 10.5 of the Agreement; (iii) downtime minutes resulting from acts by Customer other than in accordance with the Agreement, including but not limited to any negligence, willful misconduct or use of the Ambassador Service in breach of the Agreement and (iv) downtime minutes resulting from data or transmission quality issues outside of Ambassador’s reasonable control. All scheduled maintenance will be conducted between the hours of 12:00 a.m. ET and 5:00 a.m. ET. Ambassador at its sole discretion may plan additional scheduled maintenance which will be communicated by email to Customer at least 24 hours in advance with notice of how may hours of downtime is expected.
1.4 Support Hours. Normal hours of operation are 9am – 6pm ET, Monday through Friday, excluding Ambassador-observed holidays (Support Hours). Outside of Support Hours, Customer can page Ambassador support at 248.792.3472 Ambassador will use commercially reasonable efforts to address issues within 4 hours during Support Hours and within 12 hours outside of Support Hours.
1.5 Remedy. If Ambassador fails to meet the Minimum Service Level as set forth above, then as Ambassador’s sole obligation and Customer’s exclusive remedy, Customer shall be entitled to a 5% credit based on fees actually paid by Customer to Ambassador pursuant to the Agreement for each 60 minute period below the Minimum Service Level set forth above that the Ambassador Service remains unavailable, provided that in no event shall service credits in any calendar month exceed 30% of the monthly fees for the given month. Any such credit shall be applied to fees owed by Customer to Ambassador in the following calendar month. Customer must request such service credit within 10 business days following the end of the calendar month in which the failure occurred.