Edify Service Level Agreement

Updated May 1, 2022 

This Edify Service Level Agreement (“SLA”) governs the use of the Services pursuant to the terms of the Edify Terms of Service (“TOS”) between Edify Labs, Inc. (“Edify”, “us”, or “we”) and any user of the Services (“you”, “your”, or “Customer”). The aim of the SLA is to provide you with uninterrupted access to the purchased Service 100% of the time. In the event that the Monthly Uptime of the Product or Edify API is less than 100%, you will be eligible for a Service Credit. To the extent you have more than one Edify account, this SLA applies to each Edify account individually. Except as otherwise set forth in this SLA, this SLA is subject to the terms of the TOS and capitalized terms not otherwise defined will have the meaning specified in the TOS.

Edify reserves the right to make reasonable modifications to this SLA at any time by emailing a new version of this document to you or by posting it on Edify’s website at http://www.edify.cx/sla. Revisions are effective immediately.

1. Definitions

Monthly Uptime Percentage" means the difference between 100% and the percentage of Unavailable Time for the applicable month.

Service Credit” means a dollar credit, equal to 10x your Usage Rates charges in the month in which the Unavailable Time occurred, that Edify will credit back to an eligible Edify account. No cash equivalent.

Scheduled Maintenance” means any maintenance performed by Edify or its partners.

Unavailable Time” means any time when the Edify API for the applicable Product is not available for use, as measured in continuous 5-minute increments measured from the time Service unavailability is reported to Edify to the time that Services availability is restored. Unavailable Time does not include any unavailability resulting from any Excused Outages (as defined below).

2. Service Commitment

Edify will make the Edify API available 100% of the time each month. If Edify’s Monthly Uptime Percentage is below 100% in a given calendar month, then you will be eligible to receive a Service Credit as described in Section 4 below. Availability of the Edify API is measured by the third-party performance and monitoring services contracted by Edify (the “Monitoring Service”). The Monitoring Service reports of availability are currently available at http://status.edify.cx. Edify may adjust the measure of availability by the Monitoring Service to account for any Excused Outages applicable to such period. Only Edify’s measurements shall be used to calculate Service Credits.

3. Scheduled Maintenance

Scheduled maintenance will not normally result in service interruption. If scheduled maintenance requires service interruption, Edify will aim to (i) provide Customer thirty (30) days’ prior written notice, (ii) work with Customer to minimize such interruptions and (iii) use commercially reasonable efforts to perform such maintenance between midnight and 0600hrs local time for the data region being affected. In the case of emergency maintenance, Edify will attempt to provide Customer with twenty-four (24) hours’ prior notice. Notice of Scheduled Maintenance will be provided to Customer’s designated point of contact by email. Customer agrees that it is Customer’s obligation to make sure Edify has correct contact information for Scheduled Maintenance notification purposes.

4. Service Credit Request and Payment Procedures

To receive a Service Credit, you must first notify Edify of an outage by opening a ticket at support@edify.cx within 24 hours of the outage and then submit a request for Service Credits to Edify as described in this Section 4. To be eligible to receive a Service Credit you must make the submission to Edify Customer Support within thirty (30) days from the time you become eligible to receive the applicable Service Credit and Edify must verify that the outage was the result of Unavailable Time and not an Excused Outage. Such submission must include: (a) “SLA Service Credit Claim” as the subject; (b) the dates and times of Unavailable Time for which a Service Credit is being claimed; (c) any documentation relevant to the applicable outage, (d) the applicable ticket number.

Each Service Credit will be applied to future amounts payable by you in connection with the applicable Edify product. Customer accounts in payment arrears, or Customers who have failed to perform or are otherwise in default under the Agreement, are ineligible to receive Service Credits. No refunds or cash value will be given. Service Credits may not be transferred or applied to any other Edify account.

5. Excused Outages

Notwithstanding anything to the contrary, no Unavailable Time shall be deemed to have occurred with respect to any unavailability of the Edify API or any other Edify API performance issues, that (a) are caused by factors outside of Edify’s reasonable control, including, without limitation, any Force Majeure Event, telecommunications provider-related problems or issues, or Internet access or related problems occurring beyond the point in the network where Edify maintains access and control over the Edify Services; (b) result from any actions or inactions of you or any third party (other than Edify’s agents and subcontractors); (c) result from any Customer application(s), equipment, software or other technology and/or third party equipment, software or other technology (except or equipment within Edify’s direct control) or facilities including the Customer’s premise wiring; (d) power failures, service interruptions by Customer's broadband provider and/or Internet Service Provider, service interruptions by third party service providers and failings of the public internet, Customer's components or PSTN; (e) occurs during Scheduled Maintenance ; (f) problems or issues related to limited or developer pre-release or ‘beta testing’ of a feature or product that is not otherwise generally available Edify features or products, (g) interruptions from Customer’s use of Services in violation of the Acceptable Use Policy, (h) interruptions resulting from a disconnect for non-payment, (i) interruptions during any period when Customer has released Services to Edify for maintenance or rearrangement purpose, or for the installation of an Edify service order; and/or (j) interruptions during any period when Customer elects not to release the Services(s) for testing and/or repair and continues to use the Services on an impaired basis, (collectively, the Excused Outages).

6. Chronic Outage

Should the Edify API be unavailable for more than two (2) hours calculated either during a single event or by combining events over a ninety (90) consecutive days’ period, then Customer may terminate the affected Edify API service(s) and request a refund of any unused funds within ninety (90) days of the end of that ninety consecutive days’ period. Customer must also have followed the requirements of SLA section 4 to qualify for a chronic outage termination. For the avoidance of doubt, a chronic outage event does not entitle Customer to terminate the Agreement.

7. Entire SLA Liability

This SLA constitutes Edify’s entire liability to you and your sole and exclusive remedy with respect to Edify’s failure to meet the Monthly Uptime Percentage. Failure to meet the Service Commitment is not a material breach of the Agreement.