Edify Service Level Agreement

Updated March 18th, 2019

 

This Edify Service Level Agreement (“SLA”) governs the use of the Edify API pursuant to the terms of the Edify Terms of Service (“TOS”) between Edify Labs, Inc. (“Edify”, “us”, or “we”) and any user of the Edify API (“you”, “your”, or “Customer”). 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 will have the meaning specified in the TOS. Edify reserves the right to change the terms of this SLA in accordance with the TOS.

 

1. Definitions

  1. “Monthly Uptime Percentage" means the difference between 100% and the percentage of Unavailable Time for the applicable month.
  2. “Service Credit” means a dollar credit, equal to 10x your usage fees in the month in which the Unavailable Time (as defined below) occurred, that Edify will credit back to an eligible Edify account.
  3. “Unavailable Time” means the Edify API for the applicable product is not available for use, as measured in continuous 5-minute increments. Unavailable Time does not include any unavailability resulting from any Exclusion (as defined below).

Monthly Uptime Percentage

Service Credit

<100%

10x

.

 

 

 

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 3 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 Exclusions applicable to such period.

 

3. Credit Request and Payment Procedures:

To receive a Service Credit, you must submit a request to Edify as described in this Section 3. 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. Such submission must include: (a) “SLA Claim” as the subject of the ticket; (b) the dates and times of Unavailable Time for which a credit is being claimed; (c) any documentation of the applicable outage. Each Service Credit will be applied to future amounts payable by you in connection with the applicable Edify product. No refunds or cash value will be given. Service Credits may not be transferred or applied to any other Edify account.

 

4. Exclusions

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 for equipment within Edify’s direct control); or (d) occurs during Edify’s scheduled maintenance for which Edify will provide at least twenty-four (24) hours prior notice; or (e) problems or issues related to alpha, beta or not otherwise generally available Edify features or products (collectively, the “Exclusions”).

 

5. Entire SLA Liability

This SLA states Edify’s sole and entire liability to you and your sole remedy with respect Edify’s failure to meet the Monthly Uptime Percentage.