This Service Level Agreement (“SLA”) forms part of the Agreement between MGR Racing, LLC d/b/a MGR Consulting Group (“MGR”) and Client. Capitalized terms not defined in this SLA have the meanings stated in the General Services Terms & Conditions. This SLA applies only to a Covered Service identified in an applicable Order.

1. SCOPE AND DEFINITIONS

1.1 Covered Service.

A “Covered Service” is a production website-hosting or cloud-hosting service that an Order expressly identifies as covered by this SLA. Consulting, website development, advertising, analytics, email, domain registration, third-party software, beta services, and other services are not Covered Services unless the Order expressly states otherwise.

1.2 Unavailable.

A Covered Service is “Unavailable” when MGR’s monitoring confirms that the production website or core hosted application cannot be reached by the public through its normal primary URL because of a failure within the hosting environment supplied and administered by MGR. Intermittent errors, partial feature degradation, slow performance, individual-user problems, and failures limited to nonessential components are not Unavailability unless the core hosted service is materially unusable.

1.3 Eligible Minutes.

“Eligible Minutes” means the total minutes in the applicable calendar month, less Excused Downtime. Availability is measured separately for each Covered Service.

2. SERVICE AVAILABILITY COMMITMENT

2.1 Monthly Commitment.

MGR will use commercially reasonable efforts to provide 99.95% Service Availability during each calendar month for each Covered Service.

2.2 Calculation.

Service Availability percentage equals: (Eligible Minutes minus confirmed minutes of Unavailability) divided by Eligible Minutes, multiplied by 100.

2.3 Measurement.

MGR’s monitoring systems, provider records, incident logs, and support records will be the primary sources for determining Unavailability. MGR will consider reasonably reliable evidence provided by Client when MGR’s monitoring did not capture the event.

3. SLA CREDITS

3.1 Eligibility.

If monthly Service Availability for a Covered Service falls below 99.95%, Client may request an account credit (“SLA Credit”). An SLA Credit equals five percent (5%) of the monthly recurring hosting fee for the affected Covered Service for each full hour of confirmed Unavailability, subject to the cap below.

3.2 Maximum Credit.

Total SLA Credits for a Covered Service in one month may not exceed one hundred percent (100%) of the recurring hosting fee paid or payable for that Covered Service for that month. Credits do not apply to setup, support, development, maintenance, software, domain, advertising, usage, overage, tax, or other fees.

3.3 Request Procedure.

Client must submit a written request to Support or its account manager within thirty (30) days after the event, identifying the affected Covered Service, date, approximate start and end times, observed symptoms, and available supporting information. Client must be current on undisputed payments.

3.4 Application of Credits.

Approved SLA Credits will be applied to a future invoice. Credits have no cash value, may not be transferred, may not be combined across Covered Services or months, and are forfeited when the Agreement terminates.

3.5 Exclusive Remedy.

SLA Credits are Client’s sole and exclusive monetary remedy for downtime, Unavailability, or failure to satisfy this SLA, subject to liabilities that cannot legally be limited.

4. EXCUSED DOWNTIME

“Excused Downtime” includes time attributable to any of the following:

  1. Scheduled maintenance for which MGR or the applicable provider gives reasonable advance notice, normally performed during lower-traffic hours;
  2. Emergency maintenance reasonably necessary to address a vulnerability, active threat, service instability, legal requirement, or material risk;
  3. Force Majeure events as defined in the Terms;
  4. A distributed denial-of-service attack, malicious traffic, malware, ransomware, unauthorized access, or other cyberattack not directly caused by MGR’s failure to use commercially reasonable safeguards;
  5. Client Content, Client-provided or Client-selected code, plugins, themes, integrations, scripts, redirects, configurations, DNS records, or other components not supplied or controlled by MGR;
  6. Actions or omissions of Client, an Authorized User, a third party engaged by Client, or anyone using Client credentials, including administrative changes and failure to follow MGR’s instructions;
  7. Client’s violation of the Agreement, the AUP, provider terms, or applicable law, including any suspension or protective action permitted by the Agreement;
  8. Traffic, storage, bandwidth, computing, database, API, or other use exceeding the purchased plan or documented capacity;
  9. Failures of Client’s local network, device, ISP, browser, firewall, VPN, telecommunications, power, or other environment;
  10. Domain expiration, registrar action, DNS propagation, certificate problems outside MGR’s control, or inaccurate Client registration or contact information;
  11. A failure of a Third-Party Service that is not part of the Covered Service supplied by MGR, or a third-party component that Client elected to use;
  12. A beta, preview, trial, staging, development, test, or unsupported environment;
  13. Governmental, judicial, regulatory, provider, or law-enforcement action requiring interruption or suspension; or
  14. A period for which Client fails to provide information, access, authorization, approval, or cooperation reasonably necessary to investigate or restore the Covered Service.

5. MAINTENANCE AND INCIDENT RESPONSE

5.1 Scheduled Maintenance.

MGR will use commercially reasonable efforts to schedule disruptive maintenance during lower-traffic hours and provide advance notice when practicable. Routine maintenance that does not make the Covered Service Unavailable is not downtime.

5.2 Emergency Work.

MGR may perform emergency maintenance without advance notice. MGR will use commercially reasonable efforts to notify Client and restore normal availability promptly after the emergency is controlled.

5.3 Client Cooperation.

Client must promptly provide requested technical information, access, approvals, and cooperation. Delays caused by Client are Excused Downtime.

6. THIRD-PARTY HOSTING PROVIDERS

MGR may deliver a Covered Service through WP Engine, Cloudflare, or another hosting or infrastructure provider. If the Covered Service itself is Unavailable because of that underlying provider, the event will be evaluated under this SLA unless another Excused Downtime category applies. MGR may use provider records and credits in determining the event and may pass through a provider benefit as part of, but not in addition to, the maximum SLA Credit.

7. CHANGES; RELATIONSHIP TO AGREEMENT

7.1 Changes.

MGR may revise this SLA in accordance with the notice provisions in the Terms. A material reduction will not apply retroactively to an incident occurring before the revision’s effective date.

7.2 Order of Precedence.

The order-of-precedence provision in the Terms applies. This SLA controls only service availability, Excluded Downtime, claim procedures, and SLA Credits. The Terms control disclaimers, liability limitations, indemnification, termination, and dispute resolution.