Last updated: June 17, 2024
SERVICE LEVEL AGREEMENT
1. SCOPE
This service level agreement (“SLA”) applies to Magnify’s Service licensed by Customer, and supplements the Agreement as referenced in the applicable Order.
2. DEFINITIONS
The following definitions apply to this SLA:
2.1 Availability: the percentage computed by dividing the actual number of minutes that the Service is available to users in a given Calendar Quarter (as defined below) by the total number of minutes in that Calendar Quarter. Magnify shall not be considered available during any “Outage” (as defined below) except for a “Permitted Outage” (as defined below).
2.2 Calendar Quarter: the following intervals, January 1 – March 31; April 1 – June 30; July 1—September 30; October 1—December 31.
2.3 Emergency Outage Incident: maintenance required as a result of conditions beyond Magnify’s reasonable control. Such emergency maintenance may occur at any time, as Magnify deems necessary and will be announced on the Magnify Service Page.
2.4 Outage: the period (measured in minutes) during which the Magnify Service is not available to process Magnify requests.
2.5 Planned Outage: an outage incident announced on the Magnify service page prior to the incident date/time.
2.6 Permitted Outage: any Outage which is caused by one or more of the following:
(a) Activities which Customer directs, denial of service attacks, natural disasters, changes resulting from government, political, or other regulatory actions or court orders, acts of civil disobedience, acts of war, acts against parties (including third party carriers or other vendors), or a force majeure event, as described in the Agreement;
(b) Periods of Planned Outages or Emergency Outage Incidents;
(c) Customer-provided content or programming errors including, but not limited to, content installation and integration;
(d) Customer’s performance of any activity on customer’s network or computing resources;
(e) Work performed at Customer’s request (for example, additional technical assistance);
(f) Lack of availability or untimely response time from Customer to respond to incidents that require its participation for source identification and/or resolution, including meeting Customer responsibilities for any prerequisite services;
(g) Customer’s breach of its material obligations under the Agreement;
(h) Customer’s performance of any technical security integrity review, penetration test, or vulnerability scan; and/or
(i) An event to which Magnify reasonably believes to the best of its knowledge and experience that there is no alternative but to cause an Outage in order to resolve an issue, if time is of the essence and the appropriate Customer individuals are not contactable, Magnify may cause
the Outage. Any such Outage shall be for as short a time as possible and shall be kept as localized as possible. Magnify shall inform Customer as soon as is reasonably practicable of such Outage.
2.7 Magnify Service Page: All issues should be reported to Magnify by opening a ticket by emailing support@magnify.io. Once a case has been opened, Magnify will provide support communication via e-mail or phone to address and resolve the issue including providing updates as appropriate until the issue is resolved. Cases opened via other means are not subject to the support SLAs below.
2.8 Service Credit: the following credit based on Availability in a given Calendar Quarter period described below:
99.9% or greater
99% - 99.9%
95.1% - 98.9%
95% or below
No customer credit
3%
5%
10%
3. SERVICE LEVEL AVAILABILITY
Magnify will use reasonable commercial efforts to ensure that the Service will be available ninety-nine and nine-tenths percent (99.9%) of the time, seven (7) days a week, twenty-four (24) hours per day, excluding Permitted Outages. For purposes of this SLA, Availability will be calculated at the end of each Calendar Quarter.
4. SERVICE CREDIT PROCESS
If at the end of any Calendar Quarter Availability is less than 99.9%, Customer is eligible to receive a Service Credit, as defined in Section 1 above, subject to the following:
4.1 Eligibility. Customer shall not be eligible for a Service Credit until the end of the first full Calendar Quarter (a minimum of ninety (90) days) has elapsed following execution of the applicable Order. In addition, if a single Outage causes an Availability percentage of less than 99.9%, Customer is only eligible for one (1) Service Credit.
4.2 Settlement of Credits. Customer must request credit from Magnify for any Calendar Quarter in which Availability fell below 99.9% by submitting a support case titled “[Name of company] requesting Magnify Credit – SLA”, within fifteen (15) days of the end of such Calendar Quarter. Failure to so notify Magnify will result in loss of Customer’s eligibility for the subject Service Credit. Magnify will issue Service Credits in a subsequent invoice following Customer’s notification to Magnify and Magnify’s determination of Customer’s eligibility for such Service Credit. If a recurring charge for a specific Calendar Quarter period has not been incurred, or for any other reason has been credited or waived, Customershall not be eligible for a Service Credit for that time period. Should a Service Credit be earned in the final Calendar Quarter period of Service provided under the Agreement, Magnify will apply any credit due against outstanding amounts due and payable to Magnify under the Agreement, if any, and if no amounts are due and payable to Magnify, Magnify will refund the credit amount to Customer.