Cloud-Hosted Service Level Agreement (SLA)
Last Updated: 1/1/2026
This EasyTerritory Online and EasyTerritory Enterprise Cloud-Hosted Service Level Agreement (“SLA”) sets forth the availability commitments applicable to EasyTerritory Online and EasyTerritory Enterprise cloud-hosted services (collectively, the “Services”) provided by EasyTerritory (“EZT”) to Licensee pursuant to the EasyTerritory Terms of Use and the EasyTerritory Software Licensing Agreement (collectively, the “Agreement”).
1. DEFINITIONS
For purposes of this SLA, the following definitions apply:
“Covered Services” means the EZT-operated components of the Services.
“Downtime” means a period during which a material portion of the Covered Services is unavailable to Licensee.
“Covered Downtime” means all Downtime other than Excluded Downtime.
“Excluded Downtime” means Downtime caused by or resulting from:
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Planned Downtime;
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Events beyond EZT’s reasonable control, including internet failures, network outages, denial-of-service attacks, security incidents, or force majeure events;
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Any action taken through Licensee’s account, whether authorized or unauthorized;
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Suspension or termination of Licensee’s access in accordance with the Agreement;
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Third-party software, hardware, systems, or services not provided by EZT;
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Licensee’s use of the Services in a manner inconsistent with the Agreement or EZT’s reasonable instructions; or
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Use of the Services under a free trial, proof of concept, or evaluation subscription.
“Planned Downtime” means scheduled maintenance required to maintain or improve the Services. EZT will use commercially reasonable efforts to provide advance notice of Planned Downtime as early as practicable, and in no event less than eight (8) hours in advance.
“Annual Uptime Percentage” means one hundred percent (100%) minus the percentage of one-minute intervals during the applicable Service Year that constitute Covered Downtime. Periods during which Licensee does not maintain an active paid subscription will be deemed to have one hundred percent (100%) availability.
“Service Year” means the applicable twelve (12) month subscription term.
“SLA Credit” means a credit applied to Licensee’s subscription fees if EZT fails to meet the Service Commitment.
2. SERVICE AVAILABILITY COMMITMENT
EZT will use commercially reasonable efforts to make the Covered Services available with an Annual Uptime Percentage of at least ninety-nine point nine percent (99.9%) (the “Service Commitment”).
If EZT fails to meet the Service Commitment during a Service Year, Licensee will be eligible to receive an SLA Credit equal to the amount of Covered Downtime that exceeds the maximum Downtime permitted under the Service Commitment.
Licensee will receive one (1) day of SLA Credit for each twenty-four (24) hours, or any portion thereof, of excess Covered Downtime.
3. SLA CREDIT LIMITATIONS
SLA Credits:
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Are applied solely as a credit against future subscription fees;
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Are non-transferable, non-refundable, and have no cash value; and
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Represent Licensee’s sole and exclusive remedy for any failure by EZT to meet the Service Commitment.
In no event will the total SLA Credits issued to Licensee during any Service Year exceed ten percent (10%) of the total subscription fees paid or payable by Licensee for the affected Services during that Service Year.
4. CREDIT APPLICATION PROCESS
EZT will monitor service availability and calculate the Annual Uptime Percentage. If EZT determines that the Service Commitment was not met, the applicable SLA Credit will be automatically applied to Licensee’s account in the next billing cycle following such determination.
5. RELATIONSHIP TO AGREEMENT
This SLA is subject to and governed by the Agreement. In the event of a conflict between this SLA and the Agreement, the Agreement will control.
