Service Level Agreement

1. Introduction

This Service Level Agreement (“SLA”) forms part of the CleryEdge Standard Subscription Agreement (the “Agreement”) between NACCOP-AEGIS, LLC (“Provider”) and the subscribing higher education institution (“Customer”). Capitalized terms not defined in this SLA have the meanings set forth in the Agreement.

Provider is committed to providing reliable access to the CleryEdge service. This SLA describes the availability commitments applicable to the Service and the service credits available if those commitments are not met.

2. Availability Commitment

Provider will make the Service available at least 99.9% of the time, measured on a monthly basis, excluding Excused Downtime (the “Availability Commitment”).

3. Availability Measurement

Availability is calculated for each calendar month as follows:

  • Availability Percentage = (Total Minutes in the Month – Unavailable Minutes) ÷ (Total Minutes in the Month – Excused Downtime Minutes)

“Unavailable Minutes” means minutes during which the Service is not operational and accessible to authorized users, excluding Excused Downtime.

Availability calculations will be based on Provider’s internal monitoring systems, which will be used as the authoritative source for SLA measurement.

4. Excused Downtime

The following constitute “Excused Downtime” and are excluded from the Availability calculation:

  • Scheduled maintenance performed with advance notice to Customer;
  • Emergency maintenance performed where delay would materially increase the risk to the security, integrity, or availability of the Service or Customer Data;
  • Force majeure events as defined in the Agreement;
  • Outages or performance issues caused by Customer, Customer users, Customer systems, or third-party systems outside Provider’s control;
  • Internet or network failures outside Provider’s hosting environment.

Provider will use commercially reasonable efforts to minimize the duration and impact of Excused Downtime and to notify Customer as practicable.

5. Service Credits; Sole Remedy

If Provider fails to meet the Availability Commitment for a given calendar month, Customer may be eligible to receive a service credit as set forth below.

  • If “Monthly Availability” is Less than 99.9% but ≥ 99.0%, then Service Credit of 5% of monthly subscription fee
  • If “Monthly Availability” is Less than 99.0% but ≥ 98.0%, then Service Credit of 10% of monthly subscription fee
  • If “Monthly Availability” is Less than 98.0%, then Service Credit of 20% of monthly subscription fee

Service credits are Customer’s sole and exclusive remedy for any failure by Provider to meet the Availability Commitment. Service credits:

  • are not refunds or cash payments;
  • may be applied only as a credit against future subscription fees;
  • do not survive termination or expiration of the subscription;
  • do not expand or modify Provider’s liability under the Agreement.

To receive a service credit, Customer must submit a written request within thirty (30) days after the end of the applicable calendar month.

6. Support Response Targets

Provider maintains support response targets based on issue severity. These response times are targets only, not guarantees, and do not constitute service level commitments unless expressly stated as Availability Commitments under this SLA.

7. Exclusions

This SLA does not apply to issues caused by:

  • Customer misuse of the Service;
  • Customer failure to follow documented instructions;
  • Unauthorized modifications or integrations;
  • Beta or trial features identified as such.
8. Order of Precedence

This SLA forms part of the Agreement. In the event of a conflict between this SLA and the Agreement, the Agreement shall control.

7. Contact Us

Please contact us, if you have questions about this Agreement.

This Policy was last modified: December 26, 2025.