SERVICE LEVEL AGREEMENT (SLA)

This Service Level Agreement (“SLA”) applies to the Cloud Services (“Services”) supported under the Order Form and establishes the performance standards, availability and support levels expected by the Customer. Unless explicitly defined otherwise in this SLA, all capitalized terms used herein shall carry the meanings given to them in the Master Service Agreement (available at https://canyongbs.com/legal-terms/msa).

1. Definitions

1.1. “Available Minutes” means the total number of minutes in a calendar month (based on 24-hour days for the number of days in the subject month), minus Excluded Minutes and Scheduled Downtime.

1.2. “Downtime Minutes” means the total number of minutes in a calendar month when the Cloud Service is not available to Customer, as confirmed by Canyon’s internal monitoring systems, minus Excluded Minutes and Scheduled Downtime.

1.3. “Excluded Minutes” means when the Cloud Service is not available because of (a) a Force Majeure Event; (b) general Internet connectivity issues; (c) equipment or software made available by anyone other than Canyon and that is not within Canyon’s reasonable control; or (d) Customer’s use of the Cloud Service in a manner not authorized by the Agreement.

1.4. “Scheduled Downtime” means time periods that occur during the Maintenance Window where the Cloud Service is not available to Customer.

2. Service Level Objective

2.1. Target Uptime. Canyon endeavors to achieve one hundred percent (100%) Available Minutes for its Cloud Service. Pursuant to the provisions outlined in this SLA, Canyon aims to provide ninety-nine and one half percent (99.5%) Available Minutes for the Cloud Services specified in the Order Form.

2.2. Uptime Calculation. Canyon and Customer agree to calculate availability of the Cloud Service as the total number of Available Minutes minus the number of Downtime Minutes, divided by the total number of Available Minutes, measured in a calendar month. If the Subscription Period includes a partial month, the numerator and denominator will only include the days that are part of the Subscription Period for that month.

2.3. Scheduling Downtime. If Canyon does not notify Customer about Scheduled Downtime before the Maintenance Notification Time, that period of unavailability will not qualify as Scheduled Downtime and will count as Downtime Minutes. Canyon may notify Customer about Scheduled Downtime by electronic means, including by email, on the Cloud Service, or on Canyon’s website.

2.4. Support. Canyon shall provide twenty-four (24) hours a day, seven (7) days a week support. Canyon shall ensure timely response to Customer inquiries and support requests. The standard response time for non-emergency inquiries shall not exceed three (3) business days. The standard response for emergency inquires, such as outage of Services, shall not exceed one business day. Customer requests should be submitted using Canyon’s online support system.

3. Remedies

3.1. Service Credit. If Cloud Service availability falls below the Target Uptime, Customer is eligible to receive a Service Credit. Service Credits only apply towards future Cloud Service fees owed by Customer to Canyon. See table below for Service Credit calculations.

3.2. Requesting a Service Credit. To receive a Service Credit, Customer must notify Canyon within 7 days of the end of the month where Customer experienced Cloud Service unavailability, otherwise Service Credit eligibility will expire for that month. Customer must include information about when it was unable to access the Cloud Service and may be required to provide additional details about its attempts to access the Cloud Service. If Canyon can verify Cloud Service unavailability in its internal monitoring systems and the disruption does not qualify as Excluded Minutes or Scheduled Downtime, Canyon will calculate and issue the applicable Service Credit on Customer’s account to apply towards a future invoice. Canyon reserves the right for all final decisions regarding granting of Service Credits.

3.3. Service Credit Limitations. Service Credits may not be exchanged for, or converted to, monetary amounts. Service Credits do not earn interest. Service Credits will not accumulate within a single Subscription Period in an amount more than one (1) months’ worth of Cloud Service fees. However, for Invoice Periods shorter than one year, Service Credits will not accumulate within an Invoice Period in an amount more than 5% of the Cloud Service fees in that Invoice Period.

3.4. Termination. If the Cloud Service does not meet the Target Uptime for two (2) out of any three (3) consecutive months and Customer notified Canyon of the failures within 7 days of the end of each impacted month, Customer may immediately terminate the affected Order Form by giving written notice to Canyon. If the Customer terminates an Order Form under this section, Canyon will pay to Customer a prorated refund of prepaid fees for the remainder of the Subscription Period.

3.5. Exclusive Remedy. This SLA describes Customer’s exclusive remedy and Canyon’s entire liability for any failure of the Cloud Service to meet the Target Uptime. Customer hereby waives any and all other remedies that may be available under the MSA or at law.

Last Updated: October 25, 2024