Service Level Agreement
This Service Level Agreement (this “SLA”) is incorporated into the agreement between Interfere, Inc. (“Interfere”) and Customer referencing this SLA (the “Agreement”). Capitalized terms used but not defined in this SLA will be understood to have the meanings given to them in the Agreement.
1. Monthly Uptime Percentage
Interfere will use commercially reasonable efforts to maintain at least 99.9% Monthly Uptime Percentage for each subscribed Interfere-hosted core production Service. “Downtime” means material unavailability or inability to perform a core production function caused by Interfere software or managed infrastructure, subject to the exclusions below.
2. Downtime and Maintenance
Downtime excludes scheduled maintenance with at least twenty-four (24) hours of advance notice, limited to four (4) hours per calendar month per Service; emergency maintenance reasonably necessary to address an imminent security or operational threat; Internet, network, third-party cloud, model-provider, or integration failures outside Interfere’s reasonable control and not caused by Interfere; Customer systems, configurations, acts, or omissions; permitted suspension; beta, preview, trial, or evaluation Services; and other events beyond Interfere’s reasonable control. Scheduled maintenance exceeding the allowance or lacking notice counts as Downtime unless another exclusion applies. Interfere will minimize disruption and give notice of emergency maintenance as soon as practicable. The exclusions in this Section apply only to measurement of Downtime and do not excuse a breach of an independent obligation under the Agreement, including obligations concerning security, confidentiality, authorized actions, or subcontractors.
3. Measurement, Service Credits, and Termination
“Monthly Uptime Percentage” equals the total measurement-period minutes minus non-overlapping Downtime minutes, divided by total measurement-period minutes, multiplied by 100. The measurement period is each calendar month or, for a partial month, the portion with an active paid subscription. Service Credits are determined by the measured Monthly Uptime Percentage, regardless of whether Interfere used commercially reasonable efforts. The Service Credit for a month is equal to:
- the percentage set forth in the “Service Credit” column below, corresponding to the Monthly Uptime Percentage for such month, multiplied by:
- the Fees corresponding to the affected Service(s) for such month.
| Monthly Uptime Percentage | Service Credit |
|---|---|
| <99.9% and ≥99.0% | 5% |
| <99.0% and ≥95.0% | 7% |
| <95.0% | 10% |
Customer must request credits at legal@interfere.com within thirty (30) days after the affected month, identifying the Service, approximate Downtime dates and times, and reasonably available supporting information. Interfere will verify requests against monitoring records and supplied information. Verified credits apply to the next applicable invoice if all undisputed amounts then due are paid and are not refundable or redeemable for cash.
Credits are the exclusive monetary remedy for an uptime shortfall alone. After uptime below 99.0% for the same Service in three (3) consecutive calendar months, Customer may terminate that Service by notice within thirty (30) days after the third month and receive a refund of prepaid Fees for the unused term. Termination rights under Section 8.2 of the Agreement and remedies for independent breaches, including security, confidentiality, or authorized-action obligations, remain available. No duplicate recovery is permitted.