Service Level Agreement



This Service Level Agreement (“Service Level Agreement”) outlines the service level performance targets applicable to the Subscription Services licensed to Enterprise Customers by VAULTED pursuant to the Agreement. The service level management and incident response management processes outlined in this Service Level Agreement are designed to maximize the Enterprise Customer’s experience by providing a reliable service and promptly addressing performance issues as they are reported. Capitalized terms not defined in this Exhibit B (Service Level Agreement) are as defined in the Agreement.


  1. Definitions


  • Downtime” means that an Enterprise Customer’s Subscription Services are offline and unavailable for the Enterprise Customer’s use. Downtime excludes downtime and unavailability resulting directly or indirectly from any Service Level Exclusion (defined below)


  • Monthly Uptime Percentage” means, for each Enterprise Customer’s Subscription Services, the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in such calendar month, divided by the total number of minutes in the calendar month. The applicable formula is:

Monthly Uptime Percentage =


(Total Minutes in Month) – (Total Minutes of Downtime)


X 100

(Total Minutes In Month)


For any partial calendar month during which the applicable Customer has access to the Subscription Services, the Monthly Uptime Percentage shall be calculated based on the entire calendar month, not just the portion for which the Customer has access to the Subscription Services.


  • Service Level Credit” means the credit provided by VAULTED in accordance with Section 2 (Subscription Service Availability and Credits) below.


  1. Subscription Service Availability and Credits


  • Service Level Packages. VAULTED offers Enterprise Customers Service Level as default. Standard Customer may upgrade to a service level package by paying a service level upgrade fee (the “Upgrade Fee”).


  • Standard Service Levels. VAULTED will use commercially reasonable efforts to make the Subscription Services available with a Monthly Uptime Percentage of at least 99.5% during any calendar month (the “Standard Availability Service Level”). In the event VAULTED does not meet the Standard Availability Service Level (a “Service Level Failure”), Enterprise Customer will be eligible to receive a Service Level Credit as described below.


Standard Service Levels

Monthly Uptime Percentage

Service Level Credit Percentage

Less than 99.5% but equal to or greater than 99.0%


Less than 99.0% but equal to or greater than 98.0%


Less than 98.0% but equal to or greater than 97.0%


Less than 97%





  • Calculation of the Credit. Service Level Credits are calculated as a percentage of the total monthly licensing fees (as defined in Exhibit A (Fees and Pricing) to the Agreement actually paid by Enterprise Customer to VAULTED.


  • Maximum Service Level Credit. The Service Level Credits awarded in any month shall not, under any circumstance, exceed the total monthly licensing fees actually paid by Enterprise Customer to VAULTED for its access to the Subscription Services for the affected month.


  1. Service Level Credit Request and Payment Procedures


  • Requesting a Service Level Credit. To receive a Service Credit, Enterprise Customer must submit a claim by email to (a “Service Level Credit Request”). To be eligible, the Service Level Credit Request must be received by VAULTED within thirty (30) Days of the occurrence of the Service Level Failure and must include: (a) the words “Service Level Credit Request” in the subject line; (b) the dates and times of each Service Level Failure that Enterprise Customer is claiming, including the dates and times of the Downtime that caused the Service Level Failure; and (c) any supporting documentation and data of the Downtime to corroborate the Service Level Failure (any confidential or sensitive information in the corroborating documentation should be removed or replaced with asterisks).


  • Issuance of Service Level Credits. If the Monthly Uptime Percentage of such request is confirmed by VAULTED and is less than the applicable Availability Service Level, then VAULTED will issue the Service Level Credit to Enterprise Customer within thirty (30) Days following the month in which Enterprise Customer’s request is confirmed by VAULTED. Enterprise Customer’s failure to provide the request and other information as required above will disqualify Enterprise Customer from receiving a Service Level Credit. VAULTED will notify Enterprise Customer of the amount of any Service Level Credit, which shall be applied against future amounts owed by Customer. Service Level Credits will not entitle Enterprise Customer to any refund or other payment from VAULTED.


  • Sole and Exclusive Remedy. Unless otherwise provided in the Agreement, the Service Level Credit is Enterprise Customer’s sole and exclusive remedy and VAULTED’s sole and exclusive liability for any Service Level Failure, Downtime, unavailability, non-performance, or other failure by VAULTED to provide the Subscription Services.


  1. Exclusions


Downtime does not include downtime, unavailability, suspension or termination of the Subscription Services, or any other performance issues with the Subscription Services that result from: (a) termination or suspension of the Subscription Services; (b) factors outside of VAULTED’s reasonable control, including Force Majeure Events or Internet access or related problems beyond the demarcation point of VAULTED and its third party hosting providers; (c) any actions or inactions of Enterprise Customer or any third party; (d) Customer equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within VAULTED’s direct control) , for example If Enterprise Customer is using VAULTED’s messaging capability downtime caused by Messaging Aggregators’ service beyond VAULTED’s control would not be counted as towards agreed Service Levels, or Enterprise Customer’s use of the Subscription Services in a manner inconsistent with the documentation for the Subscription Services; or (e) any scheduled maintenance of the Subscription Services as provided for pursuant to the Agreement and/or the applicable support agreement for the Subscription Services (collectively, “Service Level Exclusions”).