Service Level Agreement

This is the most current version of the SLA. See the prior version here: Ketryx SLA 2025.

Ketryx recognizes the importance of ensuring that the Subscription Services are available to Customer on a consistent, usable and uninterrupted basis. Ketryx shall use commercially reasonable efforts to provide the Subscription Services in accordance with the standards set forth in the Agreement and the service levels described in this Exhibit C.

This Exhibit C supplements the Agreement entered into between Ketryx and Customer, and the Agreement is incorporated herein by reference to this Exhibit C. Any term(s) not defined herein shall have the same meaning as set forth in the Agreement.

1.  EXHIBIT DEFINITIONS.

1.1 “Available Time / Availability / Available” means the period during which all material elements and functionalities of the Subscription Services are operating insubstantial conformity with the Documentation.

1.2 “Downtime” means any period, greater than five minutes, within the Available Time during which the Authorized Users are unable to access or use the Subscription Services. Downtime excludes the following (“Downtime Exclusion”):

(a)           Downtime that results from a suspension of Customer Account or other remedial action, as provided in the Agreement;

(b)           Slowness or other performance issues with individual features that does not render such a feature severely unusable;

(c)           Any issue caused by upstream Customer Data or system issues;

(d)           Any issue caused by third party service or content;

(e)           Any such period that occurs during Scheduled Downtime;

(f)            Emergency Maintenance;

(g)           Any issue caused by any products or features identified as pilot, alpha, beta or similar;

(h)           Any downtime which is caused by Customer’s action;

(i)            Actions outside Ketryx reasonable control, including any force majeure event, internet access, problems beyond the demarcation point of the Ketryx network, external network or equipment problems such as bad routing tables between Customer internet service provider (ISP) and Ketryx servers. ‍

1.3 “Emergency Maintenance” means maintenance performed to fix critical functionality, vulnerabilities, or material defects that may substantially impair the usability or performance of the Subscription Services.‍

1.4 “Scheduled Downtime” means scheduled unavailability of the Subscription Services as announced by Ketryx by providing Customer with 48 hours prior written notice.

All Scheduled Downtimes will be scheduled to occur between the hours of 6:00 PM and 8:00 AM EasternStandard Time.

1.5 “Service Credit” means a credit, calculated as set forth below, that Ketryx may credit back to an eligible Customer.‍

1.6 “Uptime Percentage” means the percentage of total possible minutes the Subscription Services wereAvailable to the Customer during a calendar month.

[(total minutes in month - Downtime) / total minutes in month] ≥ 99.5%

For the avoidance of doubt, Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Downtime Exclusion.‍

1.7 “Workaround” means an alternative method for achieving a task or goal when the usual or planned method is not working.

2. SCHEDULED DOWNTIME, SERVICE LEVEL COMMITMENT AND CREDITS.

Commencing on the Effective Date of an Order, in the event that the Uptime Percentage is less than 99.5% in any calendar month, Ketryx’s sole obligation and Customer’s exclusive remedy, will be for Ketryx to provide to Customer a Service Credit equal to the credit percentage identified in the Performance Credit Table below multiplied by the Customer’s fees actually paid to Ketryx for the Subscription Services that are attributable to such month (calculated on a straight line pro-rated basis with respect to any fees paid in advance).  

3.  PERFORMANCE CREDIT TABLE.

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In no event will the Service Credit in any month exceed 15% of Customer’s fees paid to Ketryx attributable for such month.

To receive a Service Credit, Customer must submit a claim to support@ketryx.com (“Service Credit Claim”). To be eligible, the Service Credit Claim must be received within 15 days after the end of the calendar month in which Ketryx failed to meet the Uptime Percentage and must include:

·      the words "Service Credit Claim" in the subject line;

·      the dates and times of each Unavailability issue claimed.

Ketryx shall investigate the Service Credit Claim and determine whether Ketryx has failed to meet its Uptime Percentage commitment. Once so determined, Ketryx shall apply such Service Credit to Customer’s next invoice issued during the subscription term under the applicable Order. Failure to submit the Service Credit Claim as required above will forfeit Customer’s right to receive a Service Credit.

Service Credits will not entitle Customer to any refund or other payment from Ketryx and cannot be transferred or applied to any account other than Customer’s account under the applicable Order.

4.  TECHNICAL SUPPORT SERVICES.

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Tickets for technical Support shall be submitted by Customers at https://support.ketryx.com/hc/en-us/requests/new (“Support Ticket”).

5.  SUPPORT PRIORITIES.

When a Support Ticket is submitted, Ketryx will reasonably determine the support priority level (“Priority Level”) as detailed in the “Priority Level” column in the table below. Once the Priority Level is determined, Ketryx shall respond to the Support Ticket and resolve the Support Ticket within the time frame that is applicable to the relevant Priority Level in the table below.

Ketryx shall use commercially reasonable efforts to resolve the issue or provide an acceptable Workaround within the “Workaround or Resolution Time” detailed in the table below. All times are measured from the time the Support Ticket has been submitted.                          

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