Service Level Agreement

1. Scope

This Service Level Agreement (the “SLA”) applies only to a paid, active software-as-a-service product operated by AXSYS LLC (“AXSYS”) that expressly references or incorporates this SLA in its Product Schedule, Order, checkout, or service documentation (a “Covered Product”). It applies only while the Customer’s Subscription is active, paid, and in good standing.

This SLA does not apply to the AXSYS corporate Website; consulting or commissioned work; free, trial, proof-of-concept, beta, preview, or experimental offerings; archived or end-of-life products; or an item merely displayed or linked in Selected Work. It does not create a commitment for a historical, acquired, or third-party product that does not expressly incorporate it.

2. Availability commitment

AXSYS will use commercially reasonable efforts to make each Covered Product Available at least 99.9% during each calendar month (the “Availability Commitment”). A Product Schedule or Order may state a higher percentage or a more favorable measurement method. That higher product-specific commitment controls for the Covered Product to the extent of the express difference.

“Available” means the Covered Product’s core paid functionality is capable of receiving and responding to valid requests from the substantial majority of customers, as measured by AXSYS’s monitoring at the service boundary AXSYS controls.

3. Measurement and calculation

Monthly Availability is calculated as follows:

Monthly Availability % = ((Total Monthly Minutes − Downtime Minutes) ÷ Total Monthly Minutes) × 100

“Total Monthly Minutes” means all minutes in the applicable calendar month, measured in Coordinated Universal Time (UTC). “Downtime Minutes” means minutes of qualifying Downtime after removing Excluded Events. If a Customer begins or ends a paid term during the month, AXSYS measures only the minutes within that paid term.

AXSYS’s server-side monitoring, logs, health checks, and incident records are the authoritative measurement source because they consistently observe the service boundary across customers. AXSYS will review credible Customer records submitted with a credit request and correct a material measurement error in good faith.

4. Downtime and incident boundaries

“Downtime” is a period in which the Covered Product is not Available because of a failure in systems under AXSYS’s control. A qualifying incident begins when AXSYS monitoring detects that condition for at least five consecutive minutes and ends when core functionality has remained restored for five consecutive minutes. Related failures separated by fewer than five minutes of restored operation are treated as one incident.

Degraded performance, latency, or failure of a non-core feature counts as Downtime only when it makes the Covered Product’s core paid functionality unavailable to the substantial majority of affected customers. Product-specific terms may define a different or more favorable incident threshold.

5. Excluded Events

“Excluded Events” do not count as Downtime. They include unavailability or degradation caused by:

• announced Scheduled Maintenance or Emergency Maintenance;
• Customer Content, Customer systems, devices, networks, configurations, credentials, misuse, unauthorized changes, excessive use beyond plan limits, or breach of applicable terms;
• a third-party integration, marketplace, telecommunications carrier, Internet route, domain-name system, cloud region, or external service that AXSYS does not control, unless a Product Schedule expressly assigns that dependency to AXSYS;
• Internet-wide or regional failures outside AXSYS’s service boundary;
• force majeure events, including natural disasters, war, terrorism, civil disorder, government action, labor disputes, widespread cyberattacks, utility failures, or epidemics;
• security measures reasonably necessary to stop or contain an attack, abuse, or material vulnerability;
• suspension permitted by the Terms of Service, including for nonpayment, harmful use, or legal compliance;
• Customer-requested tests, changes, maintenance, or downtime; or
• free, trial, beta, preview, experimental, or unsupported features.

An event is excluded only to the extent and duration it caused the unavailability.

6. Maintenance

“Scheduled Maintenance” is planned work that may affect availability. AXSYS will provide at least 48 hours’ advance notice through the Covered Product, account email, status channel, or another reasonable method when reasonably practicable. We schedule maintenance to reduce customer impact where practical.

“Emergency Maintenance” is urgent work needed to address a security risk, prevent material harm, restore reliability, comply with law, or respond to a critical provider event. Advance notice may not be possible. AXSYS will provide notice as soon as reasonably practicable and work to limit the duration and impact.

7. Support

This SLA addresses availability only. Support channels, operating hours, severity levels, initial-response targets, restoration targets, and escalation procedures are product-specific and appear in the Covered Product’s Product Schedule, Order, or support documentation. AXSYS does not make a response-time commitment under this master SLA unless a product-specific document expressly states one.

8. Service credit requests and remedy

If a Covered Product misses the applicable Availability Commitment, an affected Customer may request a service credit. The request must be received within 30 calendar days after the end of the affected month and must include:

• the account and Covered Product;
• the date, approximate UTC time, and duration of the observed incident;
• a description of the affected core functionality and business impact; and
• reasonably available logs, screenshots, request identifiers, or other supporting information.

Send the request to support@axsysllc.com with the subject “SLA Credit Request.” AXSYS will compare the request with its monitoring and incident records and determine a reasonable credit in good faith based on verified duration, scope, and impact.

The total credit for a Covered Product for a month will not exceed the fee paid for that Covered Product for that affected month. Credits are not transferable, have no cash value, and will be applied as a billing credit or adjustment determined by AXSYS unless applicable law requires otherwise. A Customer must not receive duplicate credits or recoveries for the same event.

To the extent permitted by law, the service credit described in this section is the Customer’s sole and exclusive remedy for AXSYS’s failure to meet an availability commitment. This does not limit a non-waivable right or a more favorable remedy expressly stated in a signed Order or Product Schedule.

9. Changes and order of precedence

AXSYS may update this SLA prospectively. Material reductions will not apply during a Customer’s then-current paid term unless required for law or security, or agreed in writing. The last-updated date and version identify the current text.

A Product Schedule, Order, or signed agreement controls only for an expressly conflicting service-level provision. The Terms of Service otherwise apply, including disclaimers, liability limits, force majeure, governing law, and dispute provisions.

10. Contact AXSYS

Questions and credit requests may be sent to support@axsysllc.com. Written notices may be mailed to:

This is a mailing and notices address.