Service Level Addendum

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Version 1.0 (last updated April 11, 2025)

This Agiloft Service Level Addendum (“SLA”) describes Agiloft’s Availability Commitment to its customers for the Subscription Services as well as Service Credits that will be made available (as set forth below) should Agiloft not meet its Availability Commitment in a given month. Capitalized terms used but not defined in this SLA have the meanings set forth in the Agiloft Services Agreement. The following terms may be updated from time to time; however, for each Order, the terms in the SLA in effect on the date the Order is executed will apply for the duration of the Subscription Term.

  1. SERVICE LEVEL STANDARD
    1. Availability Commitment. During the Subscription Term, Agiloft will use commercially reasonable efforts to maintain the Availability Commitment in a given calendar month. If Agiloft does not meet the Availability Commitment in a given calendar month, Customer will be eligible to receive a Service Credit.
  2. SERVICE CREDITS.
    1. Requests. To receive a Service Credit, Customer must, in writing, send a request for the Service Credit to your Customer Success Manager or support@agiloft.com no later than thirty days after the end of the calendar month in which Customer believes Agiloft did not meet the Availability Commitment. Upon receipt of the request, Agiloft will investigate the request and notify Customer whether Customer is eligible for a Service Credit based on Customer’s Availability in the applicable calendar month. If Agiloft reasonably disputes Customer’s eligibility for a Service Credit, the parties will work together in good faith to resolve the dispute in a timely manner.
    2. Service Credits. If Customer is eligible for a Service Credit, Agiloft will apply the Service Credit to Customer’s future invoices. If there are no future invoices, Agiloft will promptly pay the Service Credit to Customer. Service Credits will be calculated as follows:
Availability Service Credit
≥99.7% N/A
≤99.7% and ≥ 95% Equal to 5% of the Monthly Fee
<95% Equal to the Monthly Fee multiplied by the percentage of time that the Subscription Services were unavailable during the given calendar month, not to exceed 50% of the Monthly Fee. For example, the Availability Percentage for a given month was 89%, the Service Credit would be equal to 11% of the Monthly Fee.

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3. DEFINITIONS

“Actual Availability” means Total Availability minus Downtime (in minutes).

“Availability Percentage” means the percentage of time that the Subscription Services are available to Customer in a given calendar month, calculated as follows:

Availability Percentage = (Actual Availability / Total Availability) x 100

“Availability Commitment” means that the Availability Percentage for Customer’s production environment of the Subscription Services is at or above 99.7% for a given calendar month as measured and monitored in good faith by Agiloft.

“Downtime” means the number of minutes in a given calendar month during which the Subscription Services were unavailable (i.e., offline) or where the performance of the Subscription Services made the Subscription Services unusable (“unavailability”), excluding unavailability attributable to: (a) Excused Maintenance; (b) unavailability caused by a Force Majeure Event; (c) misuse or unauthorized modifications to the Subscription Services; and (d) unavailability caused by Customer’s Users, systems, work environment, equipment, internet provider, or actions that are not attributable to the Subscription Services.

“Emergency Maintenance” means maintenance that may be performed outside of the Maintenance Window for Agiloft to provide security or other critical updates and patches. Agiloft will use reasonable commercial efforts to provide advanced notice of Emergency Maintenance and to perform Emergency Maintenance during the Maintenance Window but reserves the right to perform Emergency Maintenance with no advanced notice and outside of the Maintenance Window if deemed reasonably necessary by Agiloft.

“Excused Maintenance” means Emergency Maintenance and Scheduled Maintenance.

“Maintenance Window” means weekends and the hours of 10 pm to 4 am on weekdays during the time zone in which Customer’s production server is located.

“Monthly Fee” means the Fees paid or payable for the current year of the Subscription Term prorated for the given calendar month for the affected Subscription Services.

“Scheduled Maintenance” is any system maintenance, including updates and upgrades to new release versions, scheduled with reasonable advanced notice and performed during the Maintenance Window.

“Service Credit” means a credit that Customer may request in accordance with Section 2 (Service Credits) if the Availability Percentage in a given calendar month falls below the Availability Commitment in that calendar month.

“Total Availability” means the total number of minutes in a given calendar month.