Service Level Agreement

This SageTalk Service Level Agreement ("SLA") between Sage AI ("Sage AI", "us" or "we") and users of the SageTalk Service ("you") governs the use of the SageTalk Services under the provisions of the Sage AI Terms of Service (the "Terms").

1. SageTalk Service Availability: 99.99% Uptime

Sage AI will use commercially reasonable efforts to make your SageTalk Services running in Dedicated Environments available with a Monthly Uptime Percentage of at least 99.99% during any monthly billing cycle (the "Sage AI Obligations"). Subject to the SLA Exclusions, if we do not meet the Obligations, you will be eligible to receive a Service Credit as described below.

2. Definitions

"Maintenance" means scheduled Unavailability of the Containerized Services, as announced by us prior to the Containerized Services becoming Unavailable.

"Availability Zone" and "AZ" means an isolated location within a region identified by a letter identifier following the region code (e.g., us-west-1a).

"Monthly Uptime Percentage" is calculated by subtracting from 100% the percentage of minutes during the month in which the SageTalk Containerized Services were Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.

"Service Credit" means a credit denominated in US dollars, calculated as set forth below, that we may credit back to an eligible account.

"Unavailable" and "Unavailability" mean, for app services and databases, when your service or database is not running or not reachable due to SageTalk’s fault. This excludes (a) containers that are unreachable or not running because the container’s provisioned resources (RAM, CPU, disk, as applicable) are insufficient; and (b) members of a database cluster where the cluster as a whole is running and reachable.

"Region Unavailable" and "Region Unavailability" mean:

For Regions with only one AZ, when that AZ and one AZ in any other Region, in which you are running an instance or task (one or more containers), as applicable, are concurrently "Unavailable" to you.

For all other Regions, when more than one AZ within the same Region, in which you are running an instance or task (one or more containers), as applicable, are concurrently "Unavailable" to you.

Priority 1 ("P1")
– A P1 is a catastrophic production Incident within the Service that severely impacts the Customer's Site, causing the widget or application to cease from operating or accepting orders, or because of which Customer's Site is completely down or not functioning, or that results in a loss of production data and no work around exists.

Priority 2 ("P2")
– A P2 is a major Incident within the Service where the Customer's system is functioning but in a reduced capacity, or the Incident is causing significant impact to portions of the Customer's business operations and productivity, or the Software application is exposed to potential loss or interruption of service.

Priority 3 ("P3")
– A P3 is a medium-to-low impact Incident that affects certain partial and/or non-critical functions of a Customer’s Site, or that impairs some operations but allows Customer's operations to continue to function. Incidents for which there is limited or no loss or functionality or impact to Customer's operation and for which there is an easy workaround qualify as P3.

Priority 4 ("P4")
– A P4 is a general usage question or issue that may be minor or cosmetic in nature or documentation related, and may include issues Magento deems to be Enhancement Requests, but the Service works without interruption. Magento will use efforts during its normal hours of operation, to provide a reasonable resolution or work-around for any P4 problem.

3. Customer Responsibilities

Customer will (i) configure and use the Service correctly in accordance with the Documentation; (ii) follow proper procedure in communicating the Incident to Sage AI Customer Service team; and (iii) maintain and update all Contact Information. SageTalk’s ability to meet its obligations in this SLA are dependent upon Customer performing its responsibilities.

4. Sage AI Obligations

Sage AI will use commercially reasonable efforts to respond to Incidents as set forth below in the INCIDENT PRIORITIES AND INITIAL RESPONSE TIMES table:

Incident priorities and initial response times
Incident Priority Support Availability Initial Response Time After Confirmation
Priority 1 24 hours, 7 days a week Within 2 hours
Priority 2 Local business hours (8:30am to 5:00pm) Within 1 business day
Priority 3 Local business hours (8:30am to 5:00pm) Within 2 business days
Priority 4 Local business hours (8:30am to 5:00pm) Within 5 business days

5. Service Credits

After Sage AI receives such a request and confirms that the Service Level has not been met, Sage AI will provide Customer with a credit towards the Customer’s Subscription Fees during the next applicable accounting period, in accordance with Customer’s payment schedule, and calculated as follows: For each percentage or fraction of a percentage of Downtime per calendar month, Customer will be entitled to a credit for the corresponding percentage or fraction of a percentage of the applicable Subscription Fees paid by Customer that are attributable to that month.

6. Sole Remedy

Unless otherwise provided in the Terms, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

7. Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by emailing support@sagetalk.io. To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:

If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Sage AI Obligations and Availability commitments, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

8. SLA Exclusions

The Service Commitment does not apply to any Unavailability:

  1. That results from a suspension or Remedial Action, as described in the Terms;
  2. Caused by factors outside of our reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the Sage AI network;
  3. That results from any actions or inactions of you or any third party;
  4. That results from the equipment, software or other technology of you or any third party (other than third-party equipment within our direct control);
  5. That results from failures of SageTalk Containerized Services not attributable to Unavailability; or
  6. That results from any Maintenance.

If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.

9. Privacy

By using the SageTalk Services, you acknowledge and agree that you are agreeing to our Terms of Service, located at https://www.sagetalk.io/terms-of-service.html, and our Privacy Policy, located at https://www.sagetalk.io/privacy-policy.html.

Additionally, you acknowledge and agree that Sage AI may share certain information with MindBody, as set forth in our Privacy Policy. As a result, you acknowledge and agree that by using the SageTalk Services, you are agreeing to MindBody’s Privacy Policy, located at https://www.mindbodyonline.com/privacy-policy.

10. Limitation of Liability

In no event shall Sage AI be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the SageTalk Services, or use thereof. Nothing contained in the SageTalk Services or in any written or oral communications from Sage AI or its employees or agents shall be construed to make any promise, covenant, warranty, or guaranty, all of which are explicitly disclaimed hereby, contrary to the statements and disclaimers contained in this paragraph.

The content and functionality on the SageTalk Services, along with the services provided by employees of the SageTalk Services, are offered "as is" without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Sage AI makes no warranties, express or implied, as to the ownership, accuracy, completeness or adequacy of the SageTalk Services or that the functionality of the SageTalk Services will be uninterrupted or error-free or free from virus or third party attack. You hereby acknowledge that your use of the SageTalk Services is at your sole risk. UNDER NO CIRCUMSTANCES SHALL SAGE AI, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE SAGETALK SERVICES OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SAGETALK SERVICES, EVEN IF SAGE AI HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.

TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL SAGE AI HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SAGETALK SERVICES, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF GOODWILL, COPYRIGHT INFRINGEMENT, WORK STOPPAGE, EQUIPMENT FAILURE OR MALFUNCTION, PERSONAL INJURY, PROPERTY DAMAGE, OR ANY OTHER DAMAGES OR LOSSES, EVEN IF SAGE AI HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED.

In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, you agree that the entire aggregate liability of Sage AI and sole remedy available to any Member in any case in any way arising out of or relating to the Agreement or the SageTalk Services shall be limited to monetary damages that in the aggregate may not exceed the greater of $500.00 or the sum of any amount paid by the Member or user to Sage AI during the six months prior to notice to Sage AI of the dispute for which the remedy is sought.

11. Indemnity by You

You agree to indemnify and hold Sage AI, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of or related to your use of the SageTalk Services in violation of this SLA and/or arising from a breach of this SLA including without limitation your representations and warranties set forth above.

12. Jurisdiction and Choice of Law; Dispute Resolution

If there is any dispute arising out of the SageTalk Services, by using the SageTalk Services, you expressly agree that any such dispute shall be governed by the laws of the State of California, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of New York, for the resolution of any such dispute. Acceptance of the terms and conditions of this Agreement constitutes your consent to be sued in such courts and to accept service of process outside the State of New York with the same force and effect as if such service had been made within the State of New York. You hereby agree to accept service of process for any action hereunder by certified mail return receipt requested which service shall have the same force and effect as though service had been effected by personal service in the applicable jurisdiction. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

13. Arbitration Provision/No Class Action

Except where prohibited by law, as a condition of using the SageTalk Services, you agree that any and all disputes, claims and causes of action (collectively, "Claim") arising out of or connected with the SageTalk Services, shall be resolved individually, without resort to any form of class action, exclusively by binding arbitration under the rules of the American Arbitration Association for full and final settlement of such Claim, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof. Such arbitration shall be held in accordance with the Rules for Expedited Procedures under the Commercial Arbitration Rules of the American Arbitration Association or other mutually agreeable organization, before a single arbitrator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement), selected by agreement of both parties or by an independent mediator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement) if the parties are unable to agree. The parties shall split the arbitration and/or mediator costs. An award rendered by the arbitrator(s) may be entered and confirmed by the courts of the State of New York, County of Westchester, or the U.S. District Court for the Southern District of New York. The parties agree that any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in the courts of the State of New York, County of Westchester, or the U.S. District Court for the Southern District of New York.

14. No Third Party Beneficiaries

You agree that, except as otherwise expressly provided in this SLA, there shall be no third party beneficiaries to this SLA.

15. Availability Outside the U.S.

If you access Sage AI from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. If you access the SageTalk Services from outside of the United States, you acknowledge that any personal information you provide will be processed in the United States and other geographies as selected by us in our sole discretion, and you hereby consent to the collection and processing of your personal information in a manner consistent with this Agreement and the Privacy Policy.

16. Entire Agreement

This SLA, along with the Terms of Service and the Privacy Policy, contains the entire agreement between you and Sage AI regarding the use of the SageTalk Services.

17. Severability; Waiver

If any provision of this SLA is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this SLA, which shall remain in full force and effect. No waiver of any term of this SLA shall be deemed a further or continuing waiver of such term or any other term. In addition, Sage AI’s failure to enforce any term of this SLA shall not be deemed as a waiver of such term or otherwise affect Sage AI’s ability to enforce such term at any point in the future.

18. Headings

The section headings contained in this SLA are for reference purposes only and shall not in any way affect the meaning or interpretation of this SLA. Please contact us with any questions regarding this agreement.