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 at least forty-eight (48) hours 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 a customer support function to assist authorized users with issues related to the Service. Support is available during regular business hours, Monday through Friday, 9:00 AM to 5:00 PM Central Standard Time, excluding federal holidays.
Support Channels:
Provider will use commercially reasonable efforts to respond to support requests within the following target timeframes, measured from receipt of a complete and actionable request during business hours:
- Critical > Service is completely unavailable with no workaround; significant impact on institutional operations > 4 business hours
- High > Major feature or function is unavailable or severely impaired; no adequate workaround available > 8 business hours
- Medium > Feature is partially impaired; workaround available; moderate impact on operations > 2 business days
- Low > General questions, how-to inquiries, minor issues, or feature requests > 3 business days
These response times are targets only and not guarantees. They do not constitute availability commitments under this SLA and do not trigger service credits. Provider’s obligation is to make commercially reasonable efforts to meet these targets during business hours.
Issues submitted outside of business hours will be acknowledged on the next business day. Provider may exercise reasonable discretion in assigning severity levels to submitted issues.
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 agreement was last modified: April 2, 2025.