Part A – Uptime, Downtime, Credit

This SLA shall be in effect commencing as of the date it was executed by the Parties of the Agreement. LayerX reserves the right to change the terms of this SLA by providing at least thirty (30) days prior written notice.

During the term of the Agreement, LayerX will use commercially reasonable efforts to make the Service available with a Monthly Uptime Percentage (defined below) of at least 97% during the monthly billing cycle (the “Service Commitment“). In the event that LayerX does not meet the Service Commitment, the Customer will be eligible to receive a Service Credit (defined below) as described below.

The following definitions apply to this SLA:

  • LayerX Service(s)” or “Service(s)” means the services specified in the Agreement;
  • Downtime” or “Downtime Incident” means the time in which LayerX Service is unavailable to the Customer as measured and determined solely by LayerX based on its servers. Downtime Incidents shall exclude: planned downtime incidents announced in advance by LayerX, including without limitation, for periodic upgrade and maintenance; and/or any time where LayerX is awaiting information from the Customer or awaiting Customer confirmation that the Service has been restored or other circumstances resulting from actions or inactions of Customer.
  • Downtime Period” means the number of minutes in a calendar month during which LayerX Service is unavailable to the Customer due to Downtime Incident(s).
  • Monthly Uptime Percentage” means the total number of minutes in a calendar month, minus the Downtime
  • Period, divided by the total number of minutes in a calendar month.
  • Service Credit” means credit notes due to the Customer as a result of the Downtime Period as detailed in the following table:
Monthly Uptime Percentage Percentage of monthly service license fees for Service which does not meet SLA that will be credited to future billing cycle for the Customer (in accordance with the subscription period applicable to each Customer)
Less than 97% 5%

Service Credit Eligibility

If the Monthly Uptime Percentage is less than 97%, then the Customer will be eligible to receive Service Credits as detailed in the table above.

In order to receive any of the Service Credits described above, the Customer must (i) notify LayerX’s technical support team within thirty (30) days from the time on which the Customer becomes eligible to receive Service Credits; and (ii) submit LayerX’s technical support team all information necessary for LayerX to validate the Customer’s claim, including but not limited to: (a) a detailed description of the Downtime Incident; (b) information regarding the time and duration of the Downtime Incident. Failure to comply with these requirements will forfeit such Customer’s right to receive Service Credits. In addition, the Customer must be in compliance with the Agreement in order to be eligible for a Service Credit.

Maximum Service Credits

The aggregate maximum number of Service Credits to be issued by LayerX to the Customer for all Downtime Periods that occur in a single subscription period shall not exceed 20% of the amount due by the Customer for the LayerX Services provided to it during the applicable subscription period.

The Service Credits will be made in the form of a monetary credit applied to future use of the LayerX Services and will be deducted from the Customer’s next billing cycle/invoice. The Service Credits will not entitle the Customer to any refund or other payment from LayerX.

If the Customer purchased a Service from a reseller or distributor, the Customer will receive a Service Credit directly from its reseller or distributor and the reseller or distributor will receive a Service Credit directly from LayerX. The Service Credit will be based on the estimated retail price for the applicable Service, as determined by LayerX in its reasonable discretion.


Other SLA Exclusions

The SLA does not apply to any: (a) features or services excluded from the Agreement; or (b) Downtime Incidents that: (i) are explicitly excluded under this SLA; (ii) are caused by factors beyond LayerX’ reasonable control (e.g. any force majeure event, Internet access or related problems beyond LayerX’ reasonable control etc.); (iii) results or outcomes attributable to repair, maintenance or modification of LayerX’ software by persons other than LayerX’ authorized third parties; (iv) resulted from accident, negligence, abnormal physical or electrical stress, abnormal environmental conditions, abuse or misuse of the LayerX’ software; (v) resulted from use of the LayerX’ software other than in accordance with its manuals, specifications or documentation, if provided, or in violation of the Agreement; (vi) resulted from Customer’s equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within LayerX’ direct control); and/or (vii) resulted from the combination of the LayerX’ software with equipment or software not provided by LayerX.

Part B – Support and troubleshooting Services 

Distributor or LayerX (as described below) shall provide service level objectives for the initial response to Customer support tickets based on the severity of the Customer impact.

The ticket priority is based on the business impact as described in the table below.

Severity Description Initial

Response SLO

Critical (Severity 1) The Service is down, all functionalities are not operational and the issue is directly disrupting customer network and/or business operations – and no reasonable workaround is available 1 hour* Work continuously until the issue is fixed

(Severity 2)

A major service functionality is impacted by an issue that is persistent and affects many users —and no reasonable workaround is available. 8 business hours* Work through the normal business day

(Severity 3)

The Service is operational, with a minor impact on functionality for some or all users, and an acceptable workaround or solution exists. 2 business days Reasonable – as resources are available

(Severity 4)

Minor issues not impacting service functionality. 4 business days Reasonable – as resources are available


Notwithstanding anything herein to the contrary, even if the text implies otherwise:

1st Level Support

Distributor shall provide First Level Support to its Customers. Distributor shall make itself available to accept and provide an initial response to Customers wishing to report any error defect, problem or other issue with the Software Solution and/or its functionality, or generally wish to receive assistance and/or information with respect to the Solution and its operation.

If Distributor is unable to provide a solution for such error within the designated timeframe, or to the extent that the error requires a solution requiring software modification or knowledge of the Software Solution at a level higher than the level of knowledge which Distributor’s representatives shall have gained pursuant to the training provided by LayerX, then Distributor shall promptly convey any and all information of such error to LayerX and LayerX shall continue handling the solution of such error.


* In order for the service level objective to be achieved, the requestor of support from LayerX is required to contact LayerX support via (support platform) complementary measure to submission via email at promptly following the discovery of the problem. LayerX may, at any time update the communication methods to be used in order to submit the issue to LayerX’ support team. and the requestor must provide LayerX with all information, documentation, assistance, and access LayerX might reasonably require, including, without limitation:

  • application knowledge,
  • listing of any output,
  • detailed steps required to enable LayerX to replicate the problem, and exact wording of error messages.


The technical support described above will only be provided with respect to the Service version which is under support, and LayerX shall not be required to correct any error that in LayerX’s reasonable discretion results from:

  • any modifications of the Service that have not been approved by LayerX in writing;
  • Customer’s instructions, or installation or set up adjustments;
  • use of the Service other than as permitted in the Agreement;
  • any fault in any equipment or programs used in conjunction with the Service, or other causes beyond the control of   LayerX; and/or
  • Customer’s negligence or willful misconduct.


Distributor and Customer Responsibilities

To provide such support and meet the desired support levels: (a) Distributor shall report to LayerX all problems with the Software Solution and shall implement any corrective procedures provided by LayerX reasonably promptly after receipt; and (b) Customer shall be required to cooperate with LayerX at all times during the provision of technical support and maintenance services hereunder.