Service Level Agreement

This Service Level Agreement (“SLA”) is entered into by Clay Labs Inc. (“Clay”) and the Clay customer identified in the applicable agreement for Clay services (“Customer”) (each a “Party”; collectively the “Parties”) and is incorporated by reference into the applicable agreement governing Customer’s use of Clay’s services described at https://university.clay.com/docs  (the “Agreement”) between the Parties. All capitalized terms used in this SLA but not defined will have the meaning set forth in the Agreement. This SLA prevails over any conflicting term of the Agreement but does not otherwise modify the Agreement.

1. Additional Definitions. 

1.1 “Available” means the Covered Services are available for access by Customer over the internet. The Services are not considered Available in the event of any inaccessibility, except as a result of an Exception. The Covered Services will be deemed unavailable if the Customer is unable to access the Clay Workspace via the internet (“Downtime”). 

1.2 “Covered Services” means the Clay Workspace web application.

1.3 “Exception” means any one or more of the following: (i) Customer’s misuse of the Services in violation of the terms of the Agreement; (ii) failures of Customer’s Internet connectivity which are not caused by Clay; (iii) widespread Internet or other network traffic problems other than problems arising in or from networks actually provided or required to be provided or controlled by Clay, if applicable; (iv) a Force Majeure Event; (v) Customer’s failure to meet any minimum hardware or software requirements set forth in the Agreement; (vi) Scheduled Maintenance; (vii) slowness or other performance issues with individual features (including link expansions, search, file uploads, exports); (viii) issues that are related to external applications or third parties; or (ix) any Trials and Betas or features offered on a no charge or evaluation basis.

1.4 “Scheduled Maintenance” means any period of maintenance on the Services, provided Clay has given Customer at least 48 hours’ notice of such maintenance (for example, by posting on Clay’s status page at https://status.clay.com/). 

1.5 “Trouble Ticket” means a written trouble ticket properly submitted during business hours through email to support@clay.com or through the primary Slack channel designated by Clay for communication and support between Customer and Clay.

2. Availability Requirement. Clay will use commercially reasonable efforts to make the Covered Services Available for 99.0% of time measured monthly, other than due to an Exception (“Availability Requirement”). Customer may view and subscribe to updates about incidents and outages at Clay’s status page at https://status.clay.com. 
3. Service Credits. A “Service Credit” is a credit that Clay will credit back to Customer’s account upon notification from Customer and verification by Clay that there has been downtime. Service Credits are calculated as a percentage of the prorated monthly charges paid by Customer for the month in which the downtime occurred, based on the table below:

4. Service Credit Request. To receive a Service Credit, Customer must submit a claim by emailing support@clay.com. To be eligible the Service Credit request must be received within 72 hours after the incident occurred and must include: (i) the words “SLA credit request” in the subject line, and (ii) the dates and times of each incident that Customer is claiming. If the Availability Requirement is confirmed by Clay to be less than 99.0% for the month requested, then Clay will issue the requested Service Credit to Customer within one month following the month in which Customer’s request is confirmed by Clay. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving a Service Credit.
5. Special Termination Right. In the event that Clay fails to meet the Availability Requirement in two (2) consecutive months or in any three (3) of six (6) consecutive months during a Subscription Term, Customer may terminate the Agreement upon written notice to Clay and will receive as its sole remedy a refund of the cash value of any unused Clay credits. Customer must exercise this termination right within thirty (30) days of reasonably becoming aware of a Services failure or such right will be deemed waived. 
6. Exclusive Remedy. The Service Credits in Section 3 (Service Credits) and the special termination right in Section 5 (Special Termination Right) are Customer’s sole and exclusive remedy for any unavailability or downtime of the Services or any failure of the Services to achieve the Availability Requirement.
7. Error Response Times. Clay shall use commercially reasonable efforts to provide a written, telephonic, or in-person acknowledgment of a Trouble Ticket in response to the below errors within the response times below.