Service Level Agreement
This Service Level Agreement (“SLA”) is issued pursuant to the fileAI Subscription Agreement (“Agreement”) between the fileAI company identified in the applicable Order Form (“fileAI”) and the Customer identified in the applicable Order Form (“Customer”).
Capitalized terms not defined herein have the meanings set forth in the Agreement.
Capitalized terms not defined herein have the meanings set forth in the Agreement.
1. Service Commitment
fileAI will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage of at least 99.9% (the “Service Level”).
2. Definitions
2.1 “Downtime” means the total accumulated minutes during a calendar month in which the Services are unavailable to Customer, excluding Excused Downtime.
2.2 “Monthly Uptime Percentage” is calculated as:
2.2 “Monthly Uptime Percentage” is calculated as:
3. Excused Downtime (The "Carve-Outs")
Downtime does not include unavailability resulting from:
3.1 Scheduled Maintenance: Any outage for which fileAI gives at least 48 hours’ notice.
3.2 Force Majeure: Events beyond fileAI’s reasonable control (e.g., natural disasters, war, acts of government).
3.3 Client Environment Failures: Any unavailability caused by:Failures in the Customer’s hardware, software, or network connectivity.Issues with the Customer’s third-party hosting providers (e.g., Customer’s own AWS/Azure instances).Delays or failures in the "Demarcation Point" integration caused by Customer's firewall or security settings.Unauthorized changes made to the integration configuration by Customer personnel.
3.1 Scheduled Maintenance: Any outage for which fileAI gives at least 48 hours’ notice.
3.2 Force Majeure: Events beyond fileAI’s reasonable control (e.g., natural disasters, war, acts of government).
3.3 Client Environment Failures: Any unavailability caused by:Failures in the Customer’s hardware, software, or network connectivity.Issues with the Customer’s third-party hosting providers (e.g., Customer’s own AWS/Azure instances).Delays or failures in the "Demarcation Point" integration caused by Customer's firewall or security settings.Unauthorized changes made to the integration configuration by Customer personnel.
4. Service Credits
If fileAI fails to meet the Service Level, Customer’s sole and exclusive remedy is to receive a Service Credit applied against future invoices as follows:
Monthly Uptime Percentage
Service Credit (as % of Monthly Fee)
< 99.9% to 99.0%
10%
< 99.0% to 95.0%
15%
< 95.0%
25%
5. Claims Process
To receive a Service Credit, Customer must submit a written claim to fileAI’s support team within thirty (30) days of the end of the month in which the Service Level was not met. Credits are not refundable and cannot be converted into cash.
IN WITNESS WHEREOF, this SLA is incorporated into the Agreement as of the Effective Date.
