Service Level Agreement (SLA)

This Service Level Agreement (“SLA”) is incorporated by reference into and governed by the Company’s Terms of Service (“Terms”). This SLA governs the use of Company Services and sets forth uptime guarantees, remedies, and responsibilities. This SLA does not apply to proof-of-concept (PoC) programs or BETA Services as defined in the Terms. Note that this SLA limits our liability to you (see Section 5). Capitalized terms not defined in this SLA are defined in the Terms, which take precedence over any conflicting provisions in this SLA.

• Service Unavailability: Any outage associated with Customer access to Company Services, reported by Customer within forty-eight (48) hours of the outage and confirmed by Company. This excludes any outages described in Section 2.

• Scheduled Maintenance: Planned downtime for Company Services, either normal or urgent, for updates or infrastructure improvements.

• Force Majeure: Events beyond the Company’s reasonable control, including natural disasters, acts of government, war, terrorism, strikes, and other unexpected events affecting Company Services.

• Monthly Uptime Percentage: The total number of minutes in a calendar month minus Service Unavailability minutes, divided by the total number of minutes in a calendar month.

Service Unavailability refers to any period in which Company Services are unable to respond to user requests due to internal issues within the Company’s control. Customers must report any outage via a support ticket at https://prosodica.atlassian.net/servicedesk/customer/user/login?destination=portals or via email to support@prosodica.com, within forty-eight (48) hours of occurrence. Company will respond within 8 hours, confirming or denying the reported outage. Company continuously monitors the availability of its Services through diagnostics tests, which will be used to confirm Service Unavailability.

Service Unavailability does not include:

2.2.1 Outages during Scheduled Maintenance. Company will provide at least twenty-four (24) hours’ notice for normal maintenance and two (2) hours’ notice for urgent maintenance.

2.2.2 Outages or disruptions caused by Customer, including but not limited to issues with Customer’s applications, software, network, or equipment.

2.2.3 Unavailability resulting from events outside Company’s reasonable control (Force Majeure), including carrier-related issues and internet access issues beyond Company’s control.

2.2.4 Issues arising from third-party equipment, software, or technology outside Company’s direct control.

2.2.5 Unavailability due to Company’s suspension or termination of Customer’s access to Services in accordance with the Terms.

Company targets a Monthly Uptime Percentage of 99.95% for Company Services. Service Unavailability exceeding this threshold may qualify the Customer for a service credit. The Monthly Uptime Percentage is calculated as follows:

Monthly Uptime Percentage = (Total Minutes in Month - Service Unavailability Minutes)/Total Minutes in Month * 100

Where:  

• Total Minutes in Month: The total number of minutes in the month (e.g., 43,200 minutes in a 30-day month).

• Service Unavailability Minutes: The total minutes of Service Unavailability during the month.

Example: In a typical 30-day month, 99.95% uptime allows for a maximum of twenty-two (22) minutes of Service Unavailability. If Company exceeds this maximum in a given month, Customer may be eligible for a service credit of 10% of the monthly billing amount.

Customers must request service credits within thirty (30) days of the end of the month in which the Service Unavailability occurred. Service credits do not carry cash value and cannot be applied to future months.

In the event of unplanned outages, Company will post a banner notification within the application as notification to affected customers of Service Unavailability.

Customer’s sole and exclusive remedy for Service Unavailability is a service credit as described in this SLA. Company’s maximum liability for Service Unavailability is limited to the service credits specified above. Company will not be liable for any indirect, consequential, or incidental damages arising from Service Unavailability or for outages outside of Company’s reasonable control.

Neither Company nor Customer will be held liable for any failure to perform due to Force Majeure events. In the event of such circumstances, both parties will make reasonable efforts to minimize disruption to Services.

Company reserves the right to modify this SLA upon thirty (30) days’ notice to Customers, with changes posted on the Company website. Continued use of Company Services following an SLA amendment constitutes acceptance of the new terms.