1. Services Availability

Watch.ly (“we”, “us” and/or “our”) will use commercially reasonable efforts to make the platform as a service (“Services”) available 100% of the time, excluding any Scheduled Downtime or Unscheduled Downtime events, each as defined below (“Services Level”). The Services availability will be calculated by dividing the total number of minutes of uptime in the Services during an applicable calendar month by the total number of actual minutes in such month minus minutes of Scheduled Downtime and minus minutes of Excused Downtime, and then multiplying that amount by 100 (“Uptime”).

2. Scheduled Downtime

We will use reasonable efforts to provide you with a minimum of (3) days’ advance notice for all scheduled downtime to perform system maintenance, backup and upgrade functions for the Services (the “Scheduled Downtime”) if the Services will be unavailable due to the performance of system maintenance, backup and upgrade functions. Scheduled Downtime will not exceed eight (8) hours per month and will be scheduled in advance during off-peak hours (based on PST). We will notify you via email of any Scheduled Downtime that will exceed two (2) hours.

The duration of Scheduled Downtime is measured, in minutes, as the amount of elapsed time from when the Services are not available to perform operations to when the Services becomes available to perform operations. Daily system logs will be used to track Scheduled Downtime and any other Services outages.

3. Unscheduled Downtime

Unscheduled Downtime is defined as any time outside of the Scheduled Downtime when the Services are not available to perform operations, excluding any outages caused by the failure of any third-party vendor, the Internet in general, factors outside of our reasonable control, outages that resulted from your software or hardware or third party software or hardware, or both or any force majeure event (“Excused Downtime”). The measurement is in minutes.