This Service Level Agreement (“SLA”) forms part of the agreement that incorporates it by reference or to which it is attached (the “Agreement”) between Brandmerch LLC, a limited liability company organized under the laws of the State of North Carolina (“Brandmerch”), and the customer identified in the Agreement (“Customer”). Capitalized terms not defined in this SLA have the meanings given in the Agreement.
1. Scope and Application
1.1 Covered Services. This SLA applies only to the hosted Brandmerch software platform and related platform support expressly identified as covered services in the Agreement (the “Covered Services”).
1.2 Eligibility. This SLA applies only during a paid subscription term and only if the Agreement expressly incorporates this SLA. Unless otherwise stated in an Order Form or Statement of Work, this SLA applies to Enterprise customers and does not apply to free, trial, self-service, procurement-only, or month-to-month plans.
1.3 Order of Precedence. If there is a conflict among this SLA, a Statement of Work or Order Form, and the main body of the Agreement, the following order controls: (a) an Order Form or Statement of Work that expressly overrides this SLA; (b) the main body of the Agreement; and (c) this SLA.
2. Platform Availability
2.1 Availability Target. Brandmerch will use commercially reasonable efforts to make the production environment of the Covered Services available at least 99.5% of each calendar month (the “Availability Target”).
2.2 Measurement. Monthly Availability Percentage is calculated as: (total minutes in the calendar month minus Unavailable Minutes) divided by total minutes in the calendar month, multiplied by 100. “Unavailable Minutes” means consecutive minutes during which the production environment is materially unavailable to substantially all authorized Customer users, as measured by Brandmerch’s monitoring systems.
2.3 Excluded Downtime. Unavailable Minutes do not include unavailability or degradation caused by:
- scheduled maintenance or emergency maintenance;
- Customer systems, configurations, data, credentials, networks, devices, acts, omissions, or failure to follow documented requirements;
- internet service providers, payment processors, tax services, identity providers, hosting infrastructure, integrations, APIs, or other third-party systems outside Brandmerch’s reasonable control;
- suppliers, decorators, manufacturers, warehouses, carriers, customs authorities, or other merchandise and logistics providers;
- a force majeure event, malicious attack, widespread internet disruption, or government action;
- suspension permitted under the Agreement; or
- beta, preview, trial, proof-of-concept, or no-charge services.
3. Support Services
3.1 Support Channels. Customer may submit support requests through the support functions within the Covered Services or through another support channel designated by Brandmerch. Customer must provide reasonably sufficient information for Brandmerch to reproduce, diagnose, or route the issue.
3.2 Business Hours. Standard support hours are 9:00 a.m. to 5:00 p.m. Eastern Time, Monday through Friday, excluding U.S. federal holidays (“Business Hours”). Response-time measurement pauses outside Business Hours. If Customer purchases enhanced or 24×7 support in an Order Form, the support hours and response targets in that Order Form will apply.
3.3 Response Targets. “Initial Response” means acknowledgment by Brandmerch personnel and commencement of triage. It does not mean resolution. Brandmerch will use commercially reasonable efforts to meet the following targets:
| Priority | Definition | Initial Response Target | Update Target |
|---|---|---|---|
| P1 — Critical | Production Covered Services are unavailable to substantially all users, or a confirmed critical security event materially affects Customer. | 2 Business Hours | Every 4 Business Hours while actively unresolved |
| P2 — High | A major production function is materially impaired for many users and no reasonable workaround is available. | 1 Business Day | Each Business Day |
| P3 — Standard | A noncritical function is impaired, an intermittent issue exists, or a reasonable workaround is available. | 3 Business Days | As material progress occurs |
| P4 — Request | General question, configuration request, training request, cosmetic issue, or feature request. | 5 Business Days | As reasonably appropriate |
3.4 Priority Assignment. Brandmerch may reasonably reclassify a request based on actual business impact, affected users, available workarounds, and whether the issue originates in the Covered Services. Multiple reports of the same underlying incident will be treated as one incident.
3.5 Resolution. Brandmerch does not guarantee a resolution within a fixed period. Resolution may include a repair, workaround, configuration change, rollback, third-party escalation, or other reasonable mitigation. Feature requests and planned enhancements are not incidents and have no delivery commitment unless separately agreed in writing.
3.6 Support Targets Are Not Credit-Bearing. The response and update targets in this Section 3 are service commitments but do not give rise to service credits under Section 7 unless an Order Form or Statement of Work expressly provides otherwise.
4. Maintenance and Changes
4.1 Scheduled Maintenance. Brandmerch will use commercially reasonable efforts to provide at least 48 hours’ notice of scheduled maintenance expected to cause material unavailability. Brandmerch will endeavor to schedule such maintenance outside Business Hours.
4.2 Emergency Maintenance. Brandmerch may perform emergency maintenance without advance notice when reasonably necessary to protect security, integrity, availability, or legal compliance. Brandmerch will provide notice as soon as reasonably practical when the maintenance materially affects the Covered Services.
5. Merchandise, Production, and Fulfillment
5.1 Not Platform Availability. Merchandise sourcing, inventory availability, artwork preparation or approval, sampling, decoration, printing, manufacturing, kitting, storage, pick/pack/ship, returns, customs clearance, and carrier delivery are not measured under the Availability Target and are not subject to the service credits in Section 7.
5.2 Order Timelines Are Estimates. Any production, processing, transit, delivery, or in-hands date is an estimate unless Brandmerch expressly guarantees it in a written quote, Order Form, or Statement of Work. Production lead times are set by the applicable supplier or decorator and commonly range from several days to several weeks depending on the product, decoration method, and supplier capacity. Timelines may change because of inventory, supplier capacity, proof or artwork approval, payment, address quality, carrier conditions, customs, inspections, weather, Customer changes, or other circumstances outside Brandmerch’s reasonable control.
5.3 Order Support. Brandmerch will use commercially reasonable efforts to acknowledge order-related support requests within the applicable response target in Section 3. An Initial Response does not guarantee completion, replacement, carrier recovery, customs release, or delivery within a particular period.
5.4 Operational Commitments by Statement of Work. Where Customer requires committed operational service levels — for example, outbound shipping windows for merchandise already held in a Brandmerch-operated stockroom, or inbound receiving windows — those commitments, their measurement methodology, exclusions, and any associated remedies will be set out in a Statement of Work or Order Form. No such commitment applies unless expressly stated there.
6. Security and Incident Communications
6.1 Security Measures. Brandmerch will maintain reasonable administrative, technical, and organizational safeguards appropriate to the Covered Services and as otherwise required by the Agreement or an applicable data processing addendum.
6.2 Security Incidents. Brandmerch will notify Customer of a confirmed security incident affecting Customer Data in accordance with the timing and procedures stated in the Agreement or applicable data processing addendum. This SLA does not expand any security incident definition, notification obligation, or liability stated in those documents.
7. Service Credits
7.1 Credit Eligibility. If Brandmerch fails to meet the Availability Target in a calendar month, Customer may request a credit against the recurring platform subscription fee attributable to the affected Covered Services for that month:
| Monthly Availability Percentage | Service Credit |
|---|---|
| At least 99.0% but less than 99.5% | 5% |
| At least 95.0% but less than 99.0% | 10% |
| Less than 95.0% | 20% |
7.2 Request Procedure. Customer must submit a written request within 30 days after the end of the affected month and include the dates, approximate times, affected functions, and reasonable supporting details. Brandmerch will validate the request using its monitoring and incident records.
7.3 Credit Limitations. Credits: (a) are calculated only against the recurring platform subscription fee for the affected month; (b) exclude product, decoration, printing, storage, fulfillment, shipping, taxes, professional services, setup, implementation, custom development, and pass-through charges; (c) may not exceed 20% of that monthly platform subscription fee; (d) are not cash refunds, may not be transferred, and expire when the Agreement ends; and (e) will be applied to a future invoice.
7.4 Exclusive SLA Remedy. Service credits are Customer’s sole and exclusive remedy for Brandmerch’s failure to meet this SLA, subject to any nonwaivable rights and any separate rights expressly stated in the Agreement.
8. Customer Responsibilities
8.1 Cooperation. Customer will maintain current administrative and escalation contacts; protect credentials; promptly provide requested logs, examples, approvals, and other diagnostic information; use supported configurations; and reasonably cooperate with mitigation.
8.2 Mitigation. Customer will take reasonable steps requested by Brandmerch to prevent or limit impact, including using an available workaround. Delays caused by Customer’s failure to cooperate do not count toward response targets or Unavailable Minutes.
9. General Terms
9.1 No Expansion of Warranty. Except for the express commitments in this SLA, this SLA does not create additional warranties, guarantees, or obligations and does not modify the disclaimers, limitations of liability, indemnities, or force majeure provisions in the Agreement.
9.2 SLA Updates. Brandmerch may update this SLA from time to time. Unless Customer agrees otherwise, a material update will not reduce the service levels applicable to Customer during the then-current subscription term. An updated SLA may apply upon renewal.
9.3 Term. This SLA begins when the Agreement first incorporates it and continues only while Customer has an active subscription to the Covered Services. Termination or expiration of the Agreement automatically terminates this SLA.