Cloud Service Level Agreement

This Service Level Agreement (“SLA”) sets forth Imagicle’s service availability commitment and related service credits for all the Imagicle cloud services part of the UCX Platform (each, a “Service” and collectively, the “Services”)

1        Service Availability Commitment.

Imagicle commits to maintain Service Availability of at least 99.8% during each Service Period (the “Target”), subject to the Exceptions set forth below. 

In the event we fall short of that goal, under the terms of this SLA, Imagicle will provide Customer a Service Credit as explained below.

2        Definitions

“Available” means the Service is available for access and use by Customer and its Users in accordance with the applicable Documentation.

“Documentation” means the service documentation and service descriptions made available by Imagicle for the applicable Service.

“Exceptions” means the following events (in whole or in part), during which the Service will be deemed not required to be Available and the related downtime will be excluded from the Service Availability calculation:

1. periods of Scheduled Maintenance;

2. use of the Service that does not comply with the Documentation;

3. delay or failure caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under the applicable Service Agreement(s);

4. failure of Customer’s or its Users’ network, Internet connection, hardware, software, or systems;

5. failure of third-party systems with which the Service integrates (e.g., calling platforms, CRM systems, or other third-party services) to the extent such failure prevents the Service from operating as documented;

6. circumstances beyond Imagicle’s reasonable control, including acts of government, flood, fire, earthquakes, civil unrest, acts of terror, and denial of service attacks;

7. Imagicle’s permitted disabling, suspension, or termination of the Service pursuant to the applicable Service Agreement(s) (including for security or breach).

“Scheduled Maintenance” means maintenance during which the Service is not Available and for which Imagicle has provided at least twenty-four (24) hours prior notice by email to Customer (or via the Service’s designated status/notification channel, if applicable). Imagicle will use commercially reasonable efforts to conduct Scheduled Maintenance during low-usage hours.

“Service Period” means a calendar month.

“Service Availability” for a Service in a Service Period is a percentage calculated as: 

3        Measurement

Service Availability will be measured using Imagicle’s monitoring tools, systems, and logs for the applicable Service. Customer-provided incident times will be used to assist verification.

4        Service Credits

If Service Availability for a Service in a Service Period falls below the Target, Imagicle will issue Customer a Service Credit equal to the applicable percentage of the monthly subscription fees actually paid by Customer for that affected Service for that Service Period, as set forth below:

Service Credits are not cumulative and are capped at 20% of the monthly subscription fees paid for the affected Service for the applicable Service Period.

To be eligible for a Service Credit: 

1. Customer must be current on payment obligations for the affected Service; 

2. Customer must submit a timely and complete claim as described below; and (iii) the unavailability must not be due to an Exception.

To request a Service Credit, Customer must submit a claim by emailing servicecredit@imagicle.com. 

The claim must be received by Imagicle no later than the end of the calendar month following the Service Period in which the Service Availability failure occurred, include the words “SLA Credit Request” in the subject line, and specify the dates and times of each incident being claimed.

If Imagicle confirms the Service Availability failure, Imagicle will issue the Service Credit within one (1) calendar month after receiving Customer’s claim. Service Credits will be applied to future amounts payable by Customer for the affected Service. 

If Service Credits remain at the conclusion of the subscription term and no amounts are due, Imagicle will issue a credit note.

Service Credits (if any) are Customer’s sole and exclusive remedy for Imagicle’s failure to meet the Service Availability Target under this SLA.