This Service Level Agreement ("SLA") sets forth the service availability commitments and customer remedies which will be provided to Customers of Onyx Platform Corporation ("Onyx ") purchasing Services identified in a valid Order Form. All capitalized terms used herein shall have the meaning set forth in the Master Services Agreement between Onyx and Customer (the “Agreement”), unless otherwise defined herein. During the relevant subscription term and subject to the terms of the Agreement and any limitations stated herein, Onyx Platform will provide the following Service Levels to Customer.
Service Levels
Onyx will use commercially reasonable efforts to make the Services Available with a monthly uptime percentage of at least 99.9% during any calendar month (the “Monthly Uptime Percentage”). The Monthly Uptime Percentage is calculated as follows:
(Total Minutes in Month - Downtime Minutes) / Total Minutes in Month × 100
“Downtime” excludes:
Scheduled Maintenance (with at least 24 hours' notice),
Emergency Maintenance to resolve critical issues,
Force majeure events,
Customer-caused outages,
Beta or pre-release services,
Internet service issues outside of Onyx's control.
“Available” or “Availability” means the Services are: (1) available for access and use over the internet by Customer and its users; and (2) are functioning in accordance with the specifications. Calculation of Availability will not include, and Onyx will not be responsible for, any downtime which: (i) lasts less than 15 minutes or, no more than once per calendar month, lasts between 15 and 60 minutes; (ii) results from Scheduled Maintenance; (iii) results from the failure of communication or telephone access service or other outside service or equipment or software not the fault of Onyx, including without limitation, general network outages; (iv) use of the Service in breach of the Agreement or other user errors; (v) results from Customer Data that is a corrupt file or not intended to be supported by the Service per relevant Onyx documentation; (vi) results from third-party acts, services, or systems not provided by Onyx or included by Onyx as part of the Service (e.g., your integrated CRM or e-signature solution); or (vii) relate to our preview or other prerelease features (beta functionality).
Service Level Credit
If the Monthly Uptime Percentage falls between 99.0% and 99.9%, the Customer may request a service credit of 5% of the Monthly Fee for affected Services, and if the Monthly Uptime Percentage falls below 99.0%, the Customer may request a service credit of 10% of the Monthly Fee for affected Services (the “Service Level Credit”).
The Service Level Credit is based on the subscription fee paid by Customer for the specific Onyx subscription-based Services that does not meet the Monthly Uptime Percentage (if this fee is paid annually, then such fee will be divided by 12 to determine the applicable monthly subscription fee) (“Subscription Fee”). For example, any amounts paid by Customer as onetime fees for custom integrations or other services are excluded from the determination of Service Level Credits. The total amount of Service Level Credits that Customer is entitled to under this SLA will not exceed the annual Subscription Fee paid by Customer for the specific Onyx subscription-based Services that does not meet the Monthly Uptime Percentage.
To receive a Service Level Credit, the Customer must submit a written request to support@onyxplatform.com within 30 days of the end of the month in which the SLA breach occurred or it will be deemed that Customer has waived its right to such a Service Level Credit. The request must include:
Dates and times of each suspected outage
Affected services
Supporting logs or documentation
Approved Service Level Credits will be applied toward future invoices and are not redeemable for cash.
Exclusive Remedy
The remedies described in this SLA are the Customer’s sole and exclusive remedy for any failure of Onyx to meet the Monthly Uptime Percentage.
Modifications
Onyx may update this SLA from time to time. Material changes will be communicated to Customers via email or through the Services.