Last Update: 24NOV2024

SHED PAPER INC.

PLATFORM SERVICES AND HOSTING AGREEMENT

 

This Platform Services and Hosting Agreement (this “Agreement”), dated as of online order placement (“Effective Date”), is by and between ordering entity (“Client”), and Shed Paper Inc., a California corporation having its principal place of business at 109 N Maple St., Unit J, Corona, CA 92886 (“Shed Paper” and together with Client, the “Parties” and each a “Party”). Capitalized terms used in this Agreement shall have the meanings ascribed to them herein. The “Agreement” shall include any SOWs, Change Orders, PO/Quotes, and/or Local Agreement, each as defined below.

 

1. General. This Agreement sets out the terms and conditions under which: (a) Client, a medical device manufacturer, agrees to retain Shed Paper to provide electronic Instructions for Use (“eIFU”) [and other related information for medical device products] to end users (“End Users”) through its cloud platform and hosting solution (“Platform”); (b) Shed Paper shall host and maintain the  website(s) for the purpose of delivering product (eIFUs, etc.) to End Users; (c) any other activities as may be set forth in an applicable SOW ((a), (b) and (c) collectively referred herein as the “Services”); and, (d) Shed Paper agrees to perform the Services for Client. The Parties shall each comply with their respective obligations and responsibilities set forth in this Agreement or an applicable SOW as material obligations under this Agreement.

 

2. SOWs; Change Orders.

 

• SOWs.

 

1. Shed Paper will perform the Services for Client as reasonably directed by Client in accordance with this Agreement and the applicable SOW. The Services made available by Shed Paper under this Agreement shall include all services and other activities as set forth in a statement of work (as may be amended or modified from time to time, an “SOW”) issued under or in connection with this Agreement and executed by the Parties (collectively, the “Services”). Except as provided immediately below, the Parties will cause any SOW to be in a form substantially similar to the form of SOW attached hereto as Exhibit A. Each SOW shall be deemed to incorporate all of the terms and conditions of this Agreement. To the extent any terms or conditions of any SOW conflict with the terms and conditions of this Agreement, the terms and conditions of this Agreement will control except for terms or conditions as to which the SOW expressly states an intent to supersede this Agreement.

 

 

• Change Orders. Any modification or other change to an SOW must, unless otherwise agreed in writing by the parties to the SOW, be in writing in a form substantially similar to or containing information equivalent to the form attached hereto as Exhibit B (each, a “Change Order”) executed by authorized representatives of both parties to the SOW.

 

3. Initial Set Up & Subscription Fees.

 

• Client shall pay Shed Paper all fees (“Fees”) in respect of the Services at the rates specified In online purchase attached hereto.

 

• All Fees stated or referred to in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT), (collectively, “Taxes”).

 

4. Web Hosting & Data Storage; Domain Names.

 

• During the Term of this Agreement, Shed Paper shall host and maintain the Client’s website(s) on Shed Paper’s shared hosting environment (on ShedPaper’s shared web servers, database servers, and other hardware)

 

• ShedPaper will take all commercially reasonable precautions to implement and maintain data backup services for the Client Materials (defined below) stored on the Client’s website(s) to prevent any loss of data in accordance with the Service Level Agreement set forth in Exhibit D. Nevertheless, Shed Paper is specifically not responsible for any direct or indirect damages or delays caused by a loss of Client data. Shed Paper shall not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of the Client Materials caused by any third party. SHED PAPER’S EFFORTS TO RESTORE LOST OR CORRUPTED CLIENT MATERIALS PURSUANT TO THIS SECTION 4 SHALL CONSTITUTE SHED PAPER’S SOLE LIABILITY AND CLIENTS’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CLIENT MATERIALS.

 

• Client has or shall acquire and maintain an Internet Protocol address.

 

 

5. Customer Service, Technical Support, and Reports. Shed Paper will provide the Services at the levels of performance and provide Client with technical support services in accordance with standard industry practices, each as described in the Service Level Agreement set forth in Exhibit D attached hereto or an applicable SOW, provided however, that Client’s remedies for Shed Paper’s failure to meet the Service Level Agreement in Exhibit D shall be those remedies specifically set forth therein.

 

• First Level Customer Service. Client will be responsible for first level customer service to all End Users to handle eIFU requests.

 

• Second Level Technical Support. Shed Paper shall provide second level technical support to End Users relating to the Services as outlined in Exhibit D, which will include [email and] telephone support between 6am and 8pm pacific time.

 

• Data and Reports. ShedPaper customer Data and reports may be prepared for Client by Shed Paper, such as access dates, time, and user email provided for any download links (audit trail).

 

 

6. Client Covenants.

 

• Client Support. Client acknowledges that certain Services may depend on Client’s provision of cooperation, assistance, information as may be reasonably requested by Shed Paper, all as specifically outlined in this Agreement or reasonably anticipated by this Agreement. If Client fails to timely provide any of the foregoing, then Shed Paper will not be liable for any corresponding delay in its performance.

 

• Client Materials. Client will provide eIFU materials, domain name suffixes, and other information (collectively, “Client Materials”) to Shed Paper as identified herein and/or as reasonably necessary to perform the Services. Client shall ensure that all Client Materials are compatible with the Services (and, to the extent applicable, any software interface) and complies with all configurations and specifications recommended by Shed Paper and agreed to by Client, which agreement shall not be unreasonably withheld.

 

• Regulatory Compliance. Client agrees that the Client Materials will be provided to Shed Paper and End Users in compliance with all applicable laws, rules and regulations, including but not limited to the Federal Food, Drug and Cosmetic Act (“FDA”) and the EU 2017/745 EU 2017/746 Regulation and the regulations promulgated pursuant thereto. Should government regulatory requirements be changed or updated with respect to eIFUs, Client shall promptly satisfy the new requirements. In the event that compliance with such new regulatory requirements necessitates a change in the Services, Client will submit to ShedPaper, a Change Order in accordance with Section 2(b).

 

• Acceptable Use. Client shall not attempt to interfere with or disrupt the Services or attempt to gain access to any systems or networks that connect thereto (except as may be specifically required by Shed Paper to access the Services). Client shall not allow access to or use of the Services by anyone other than Authorized Users (defined below). Client shall not: (a) copy, reverse engineer, modify, disassemble or distribute any portion of the Services; or (b) transfer any of its rights hereunder. For the purposes of this paragraph, “Authorized Users” means employees or contractors of Client that is authorized to access or use the Services.

 

• Insurance. During the Term of this Agreement, including any applicable SOW, and for a period of Five (5) years thereafter, Client shall maintain insurance coverage consistent with industry standards for businesses engaged in the distribution or sale of medical devices, including product liability and product recall insurance. Upon Shed Paper’s request, Client shall provide with certificate(s) of insurance.

 

• Marketing. Client shall have sole responsibility for and editorial control over marketing materials to End Users and prospective End Users.

 

• Record Retention. Upon termination of this Agreement or an applicable SOW by either Party, it shall be Client’s sole responsibility, in accordance with applicable laws, for a period of up no less than twenty-four (24) months, to assume the costs associated with continued publication of the eIFUs. Nothing in this Agreement or any applicable SOW shall be construed to transfer from Client to Shed Paper any FDA or regulatory record-keeping requirements.

 

7. Shed Paper Covenants.

 

• Shed Paper shall use industry standard practices to ensure that the Services are free from any viruses, worms, or other code that could damage, interrupt or interfere with any software, content, data or hardware used in connection with the Services, and Shed Paper shall follow industry standard practices with respect to the retention of Client Materials.

 

• Shed Paper will not be responsible for, nor liable hereunder in connection with: (a) any Client Materials, including the eIFUs, or any other content provided by Client or any of its agents to Shed Paper; (b) Client’s willful or negligent acts or omissions; (c)  scheduled maintenance (provided that Client is given adequate notice); or (d) unauthorized access, breach of firewalls or other hacking by third parties of Shed Paper’s systems [provided that Shed Paper has used measures in accordance with prevailing industry standards and practices to prevent the same].

 

8. Intellectual Property.

 

• Client Proprietary Materials. Shed Paper recognizes that Client may provide proprietary materials to be included in the Services. This may include non-public information, materials that are copyrighted, patented, trademarked, or any other type of proprietary materials, including the Client Materials, (collectively “Client Proprietary Materials”), all of which shall remain the exclusive property of Client. Client hereby grants to Shed Paper a non-exclusive, non-transferrable, royalty-free, worldwide license to use all such protected Client Proprietary Materials provided to Shed Paper by Client for use in connection with the Services for the duration of this Agreement.

 

• Shed Paper Proprietary Materials. Shed Paper shall retain all ownership and proprietary rights relating to the Services, including, but not limited to, architecture, design, source code, HTML code, graphical code, technique, methods, processes, documentation, trade secrets, training materials, etc. (collectively “Shed Paper Proprietary Materials”). This Agreement does not transfer, sell, assign, or entitle Client to any Shed Paper Proprietary Materials. During the Term (defined below) of this Agreement, Shed Paper grants to Client, its successors and assignees, a non-exclusive, non-transferrable, royalty free, worldwide license to use Shed Paper Proprietary Materials in connection with the implementation and use of the Services consistent with the terms of this Agreement.

 

• No Implied Rights. Except as expressly provided herein, neither Party shall have any right, title or interest to or in any patents, patent applications, know-how (whether patentable or not) or other intellectual property rights of the other Party.

 

9. Confidentiality & Non-Disclosure.

 

• Confidentiality. During and after the Term of this Agreement, except as required by applicable law or legal process, neither Party shall permit third parties to have access to Confidential Information of the other Party without first obtaining the other Party’s written authorization, which authorization may be conditioned upon such third party’s execution and delivery of a confidentiality agreement reasonably acceptable to the other Party. In addition, each Party shall take reasonable and appropriate steps to ensure that its employees and independent contractors who have permissible access to the other Party’s confidential information, to safeguard such information and, except as required by applicable law or legal process, to not disclose it to third parties without first receiving written authorization from the other Party.

 

• Confidential Information. “Confidential Information” means all confidential and/or proprietary information of a Party, including but not limited to, Shed Paper Proprietary Materials or Client Proprietary Materials, information relating to finances, clients, customers, use data, End Users, End User’s usage of websites, and all other non-public business, technical, marketing, or intellectual property information relating to each Party’s business. In the event that either Party has access to, or obtains in any way, Confidential Information of the other Party, each Party agrees to use all reasonable means to preserve and protect all Confidential Information obtained, and not to disclose, except as required by applicable law or legal process, any Confidential Information to any third party, person, or entity without the prior written consent of the other Party, both during and after the Term of this Agreement. However, “Confidential Information” does not apply to any information already publicly known, discovered, or created independent of any involvement with the other Party or otherwise learned through legitimate means other than from such Party. Each Party shall take such actions as may be necessary to ensure that its employees and agents are bound by, and comply with, all the provisions of this Agreement. Each Party shall be fully responsible for all damages stemming from a material breach of this duty.

 

• Non-Solicitation. Neither Party shall directly solicit, hire or engage any employees of the other Party. The parties acknowledge that the employees of each Party represent a significant investment in recruitment and training, the loss of which would be detrimental to that Party’s current and future business and profits. The Parties further recognize that determining the damages in the event of a breach of this provision can be very difficult, and therefore agree that, if a Party breaches this provision by directly soliciting personnel of the other Party, then the offending Party shall pay the other Party damages for the breach (exclusive of any other remedy provided herein) of an amount equal to one year’s compensation at the rate the personnel was being paid. This shall be the full measure of damages for breach of this provision. This clause shall terminate one year after the termination of this Agreement.

10. Warranties; Limitation of Liability.

 

• WARRANTY. Shed Paper warrants that the Services will meet the requirements set forth in the Service Level Agreement. Client’s sole and exclusive remedy for any breach of the warranty set forth in this Section 10(a) will be as set forth in the Service Level Agreement.

 

• DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10(a), SHED PAPER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10(a), SHED PAPER DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. SHED PAPER FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICES AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT. SHED PAPER FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SHED PAPER OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY.

 

• LIMITATION OF LIABILITY. Shed Paper’s aggregate liability arising from or relating to this Agreement (including any applicable SOW), the Services, maintenance, support or other services regardless of the form of action or claim (e.g., contract, warranty, tort, malpractice, and/or otherwise) will in no event exceed an amount equal to the total Fees received by Shed Paper under this Agreement. Shed Paper will not in any case be liable for any special, incidental, consequential, indirect or punitive damages even if Shed Paper has been advised of the possibility of such damages. Shed Paper is not responsible for lost profits or revenue, loss of use of licensed software or other programs, loss of data, costs of recreating lost data, the cost of any substitute equipment or program, or claims by any party other than Client, except as otherwise specifically provided for in this Agreement.

 

11. Indemnification.

 

• Client shall indemnify, defend and hold Shed Paper harmless from any costs or liabilities (including reasonable attorneys’ fees) arising from or related to this Agreement and/or or any third-party claim or action, including, without limitation, a governmental agency, brought against Shed Paper arising from allegations that i) the Client Materials infringe any patent, copyright or other proprietary right of any third party, or ii) the negligent failure of Client to substantially comply with an applicable FDA or other governmental requirements. If the Client Materials or any portion thereof becomes the subject of an infringement claim, in addition to the indemnification obligations herein, Client shall, at Client’s sole cost and expense immediately replace or modify the Client Materials or any portion thereof, with a version that is non-infringing.

 

• In claiming any indemnification hereunder, Shed Paper shall: (1) provide Client with prompt written notice of any claim that it believes calls for indemnification under this Agreement; (2) grant Client sole control of the defense and all related settlement negotiations, provided that no settlement will be entered into which requires any payment or expenditure by Shed Paper without its consent, and (3) provide Client with the assistance, information and authority necessary to perform the above. Shed Paper may, at its option and expense, be represented by separate counsel in any such action.

 

12. Term and Termination.

 

• Term. The term of this Agreement shall commence as of the Effective Date and continue until the earlier of (i) termination in accordance with its terms or (ii) the date that is two (2) years thereafter, (the “Term”)[;provided that if the term of any SOW extends beyond the termination or expiration date of this Agreement, the applicable terms and conditions of this Agreement will extend automatically for such SOW until such SOW’s termination or expiration date].

 

• Termination. Either Party may terminate this Agreement or any SOW immediately and without penalty to such Party upon written notice to the other Party in the event of a material breach by the other Party of any provision of this Agreement or an SOW, as applicable, that remains uncured thirty (30) days after the breaching Party received notice of the applicable breach; provided, the termination or expiration of this Agreement or any applicable SOW shall not affect Client’s payment obligations hereunder up to the date of termination or expiration. For the avoidance of doubt, the bankruptcy or insolvency of a Party shall be deemed a material breach by such Party.

 

• Post Termination.

 

1. In the event of termination of this Agreement or relevant SOW for any reason, Shed Paper may, at Client’s written request and Shed Paper’s written confirmation, continue providing the Services (or any part thereof requested by Client) for a period of up to ninety (90) days from the effective date of termination (“Post-Termination Services”). The Post-Termination Services will be provided at rates consistent with the rates Client paid for such services as of the date of termination.

 

1. In addition and without limiting the foregoing, from the date of notice of termination, if any, by either Party and through the date that is ninety (90) days after the date of termination, Shed Paper may provide any transition assistance reasonably requested by Client to transition the Services to Client or a third party designee(s) (“Post-Termination Transition Assistance”) at rates mutually agreed upon by the Parties. All transition costs including those associated with the Post-Termination Transition Assistance shall be borne by Client.

 

• The terms of this Agreement, including any applicable SOW, will continue to apply to all Post-Termination Services and Post-Termination Transition Assistance notwithstanding the termination of this Agreement or applicable SOW.

 

1. It shall be Client’s sole responsibility to ensure compliance with any applicable law or current or future regulatory requirements with respect to the eIFUs.

 

13. Governing Law; Disputes. This Agreement and any applicable SOW shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without regard to principles of conflicts of law. All disputes relating, directly or indirectly, to this Agreement in any way, will be submitted exclusively to, and decided exclusively in, a confidential arbitration under the rules of JAMS in Riverside County, State of California. The arbitrability of this provision shall be solely determined by JAMS. In the event that any Party seeks relief under this Agreement in any venue other than through JAMS (including, but not limited, federal or state court), then the complaining Party shall pay all of the costs, fees (including attorneys’ fees), and expenses of the responding Party.  Each Party shall pay its own proportionate share of arbitrator fees and expenses. The Parties each waive the right to seek any consequential, indirect, incidental, and punitive damages and the arbitrator shall have no authority to award such damages.  The sole monetary remedy of each party in the event of any breach hereunder shall be a demand for arbitration seeking the recovery of monetary damages actually suffered.  The Parties waive their right to a jury trial.  The Parties further waive any right of appeal.  In the event that either files any claim against any shareholder, employee, officer, director, member, manager, representative, principal, affiliate or agent of the other Party, then the Parties hereby agree that any such claims shall also be subject to this dispute resolution section. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed by the Parties with respect to this Agreement and the transactions contemplated hereby.

 

14. Assignment. Neither Party may assign this Agreement or an applicable SOW, by operation of law or otherwise, without the prior written consent of the other Party, which consent will not be unreasonably withheld. Notwithstanding the foregoing, Shed Paper may, without obtaining the prior written consent of the Client, assign this Agreement, including any applicable SOW, and the rights and obligations hereunder (i) to an affiliate, (ii) in connection with the disposition of all or substantially all of the business and assets of Shed Paper, or (iii) in connection with a merger or corporate reorganization.

 

15. Remedies. Each Party shall be entitled to all remedies at law or in equity in enforcing the provisions and terms of this Agreement. The prevailing Party in any arbitration proceeding under this Agreement shall also be entitled to recover its reasonable costs and attorney fees arising out of prosecution or defense of the disputes raised. Where both Parties prevail in one or more disputes under this Agreement, then the Arbitrator(s) shall determine a fair assessment of costs and attorney fees to be paid by either or both Parties.

 

16. Injunctive Relief. The Parties acknowledge that any material breach by the other Party of any key provision in this Agreement, and more particularly a breach, or threatened breach, of the confidentiality and non-compete provisions, will give rise to irreparable injury to the other Party inadequately compensable in monetary damages alone. Accordingly, each Party stipulates and agrees that the non-breaching Party may seek and obtain preliminary and/or permanent injunctive relief against the offending Party for any such breach, or threatened breach, and without the necessity of posting bond. Such relief will be in addition to any other legal or equitable remedies which may be available to non-breaching Party.

 

17. Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such Party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, civil disorder, terrorism, governmental action, labor conditions, pandemics (including the COVID-19 global pandemic), quarantines, earthquakes and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

 

18. Waiver. The waiver by either Party of any default, breach, or obligation hereunder shall be ineffective unless in writing, and shall not constitute a waiver of any subsequent breach or default. No failure to exercise any right or power under this Agreement or to insist on strict compliance shall constitute a waiver of the right in the future.

 

19. Independent Contractor. The Parties to this Agreement are independent contractors, and there is no relationship of agency, partnership, joint venture, employment or franchise between the Parties. Neither Party has the authority to bind the other or to incur any obligation on the other’s behalf.

 

20. Headings. The section headings contained in the Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

 

21. Severability. If any term or provision of this Agreement is held invalid or unenforceable by the Arbitrator(s) or a court of competent jurisdiction, such term shall be severed, and the remaining terms of this Agreement shall be interpreted in such a way as to give maximum validity and enforceability to this Agreement.

 

22. Entire Agreement. This Agreement and each SOW sets forth the entire agreement between the Parties on this subject and supersedes all prior communications, negotiations, understandings, and agreements between the Parties concerning the subject matter. No amendment or modification of this Agreement, including any SOW, Change Order, PO/Quote, or Local Agreement, shall be made unless agreed to in writing and signed by both Parties.

 

23. Notices. All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be sent to the addresses set forth in the signature line of this Agreement or delivered in person. The notices shall be deemed to have been given upon: (a) the date actually delivered in person; (b) the day after the date sent by overnight courier; or (c) three (3) days following the date such notice was mailed by first class mail. Notices may be confirmed by email.

 

24. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute one and the same agreement. Delivery of an executed signature page to this Agreement via facsimile, portable document format (.pdf), DocuSign, or other electronic transmission shall be as effective as delivery of a manually-signed counterpart of this Agreement.

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date of Purchase.

 

 

 

 

 

 

 

EXHIBIT A

Fee Structure

 

Self Directed eIFU publishing

 

• Initial Website Set up
  • No cost
• Initial online Publishing
  • $990/document
• Change Requests
  • $990/request
• Monthly Hosting Subscription
  • $29.99/Month

 

Standard eIFU publishing process

 

• Initial Website Set up
  • $550 per site
• Initial online Publishing
  • $1200/document
• Change Requests
  • $1200/request
• Monthly Hosting Subscription
  • $49.99/Month
• Custom project Engineering/support staff rate (if required)
  • $275/hr

 

 

 

 

EXHIBIT D

SERVICE LEVEL AGREEMENT

 

Shed Paper will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage (defined below) of at least 99%, in each case during any monthly billing cycle (the “Service Commitment”). In the event any of the Subscription Services do not meet the Service Commitment, Client will be eligible to receive a Service Credit as described below.

 

1. “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which any of the Subscription Services, as applicable, was
   • Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from:
     • Client’s acts or omissions;
     • a Force Majeure Event; or
     • regularly-scheduled downtime.

 

2. A “Service Credit” is a dollar credit, calculated as set forth below, that Shed Paper may

 

3. Service Credits are calculated as a percentage of the total charges paid by Client in accordance with the schedule

 

Monthly Uptime Percentage	Service Credit Percentage
Less than 99% but equal to or greater than 98.0%	1%
Less than 98% but equal to or greater than 95.0%	3%
Less than 95%	5%

 

4. Shed Paper will apply any Service Credits only against payments otherwise due from Client. Service Credits will not entitle Client to any refund or other payment from Shed Paper. Unless otherwise provided in the Agreement, Client’s sole and exclusive remedy for any unavailability, non-performance, or other failure by Shed Paper in regard to the Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this Service Level

 

5. To receive a Service Credit, Client must submit a claim within thirty (30) days of the applicable If the Monthly Uptime Percentage of such request is confirmed by Shed Paper and is less than the Service Commitment, then Shed Paper will issue the Service Credit to Client within thirty (30) days following the date in which the request is confirmed by Shed Paper. Client’s failure to provide the request within thirty (30) days and other information as reasonably requested by Shed Paper will result in Client being ineligible to receive the applicable Service Credit.