ioX-Pulse Service Level Agreement (SLA)

Last Updated: November,2024

This Service Level Agreement (“SLA”) describes the service availability, support commitments, uptime guarantees, and remedies provided by EAMS Technologies Inc. (“Supplier”) to Customers who subscribe to the ioX-Pulse Internet of Things (IoT) software-as-a-service platform. This SLA forms part of, and is subject to, the governing ioX Software End-User License Agreement (EULA) and Customer subscription agreement.

1. Definitions

In this SLA:

• “Supplier” means EAMS Technologies Inc., the provider of the ioX-Pulse Service.
• “Customer” means the organization or individual licensed by Supplier to use the Service under a valid subscription. “Customer” includes end users who access the Service through a Reseller or Distributor unless explicitly stated otherwise.
• “Reseller” means a third-party partner authorized by Supplier to market, sell, bill for, or bundle subscriptions to the Service directly to Customers. A Reseller may provide Tier-1 support, but does not have authority to amend this SLA or bind Supplier to additional obligations.
• “Distributor” means a channel partner authorized by Supplier to purchase subscriptions or device inventory in bulk and resell them to Resellers or Customers. Distributors do not provide support on behalf of Supplier unless explicitly agreed in writing and similarly cannot modify this SLA.
• “Service” or “Platform” means the ioX-Pulse SaaS platform including dashboards, APIs, data ingestion engines, analytics modules, device integrations, hosting, cloud infrastructure, and all related components made available by Supplier.
• “Subscription Term” means the period during which Customer is permitted to access the Service under an active paid subscription, whether purchased directly from Supplier, a Reseller, or a Distributor.
• “Business Hours” means 09:00–17:00 U.S. Eastern Time, Monday through Friday, excluding public holidays, unless otherwise stated in an applicable agreement.
• “Uptime” means the percentage of total time in a calendar month during which the Service is operational and accessible, excluding Scheduled Maintenance and Excluded Downtime.
• “Scheduled Maintenance” means planned maintenance by Supplier to update, patch, upgrade, or improve the Service. Supplier will provide at least 48 hours advance notice, except in emergency circumstances.
• “Excluded Downtime” means downtime caused by:
  • Customer’s network, hardware, sensors, gateways, systems, integrations, or user errors;
  • network interruptions or failures in Reseller- or Distributor-managed environments;
  • third-party service failures outside Supplier’s control;
  • force majeure events (including natural disasters, civil unrest, or internet-wide disruptions);
  • beta/preview features not in general commercial release.
  • Third-Party Infrastructure or Provider Issues: Downtime, interruptions, or performance degradation resulting from failures, outages, limitations, security issues, or other incidents affecting third-party service providers on which the Service relies, including but not limited to Microsoft Azure, Amazon Web Services (AWS), external IoT networks, cellular carriers, LoRaWAN network operators, or any third-party API integrations.
• “Incident” means any unplanned interruption or degradation of the Service that materially affects functionality or availability.
• “Service Credits” means credits applied to future subscription fees in accordance with the remedies outlined in this SLA.

2. Service Availability & Uptime Commitment

• Supplier will use commercially reasonable efforts to maintain 99.9% Uptime for the Service, measured monthly and excluding Scheduled Maintenance and Excluded Downtime.
• If actual Uptime falls below the commitment, Customer may request a Service Credit in accordance with the table below:

  1. Monthly Uptime	Service Credit
     99.0% – 99.89%	5% of monthly subscription fee
     95.0% – 98.99%	10% of monthly subscription fee
     Below 95.0%	15% of monthly subscription fee

  
  
  
  
  
  

• To claim a Service Credit, the Customer must notify Supplier within 30 days of the end of the month in which the target was not met.
• Service Credits are applied to the next invoice and cannot be exchanged for cash or refunds.
• This Uptime commitment applies to Customer accounts regardless of whether the subscription was purchased directly or through a Reseller or Distributor.

3. Incident Response & Resolution

Supplier will respond to Incidents during Business Hours according to the following priority levels:

* Response Time = time to acknowledge and begin investigation
** Resolution may include a temporary workaround pending full fix

Supplier will provide updates for P1 and P2 cases at least every 2 hours until resolved.

4. Scheduled Maintenance

• Supplier performs occasional maintenance to enhance performance, security, and reliability.
• Customers (and where applicable, Resellers and Distributors) will receive at least 48 hours notice before Scheduled Maintenance.
• Scheduled Maintenance typically occurs outside Business Hours.
• Downtime during Scheduled Maintenance is excluded from Uptime calculations.

5. Data Backup, Retention & Security

• The Service performs data backups at least once every 24 hours, retained for a minimum of 30 days.
• Supplier implements industry-standard administrative, physical, and technical security safeguards.
• Supplier will notify Customer promptly of any actual or suspected data breach affecting Customer data.

6. Support Services

• Standard support is provided during Business Hours via email and ticketing system.
• Premium or extended support may be available under a separate agreement.
• Customers who purchased through Resellers may be required to initiate support requests through their Reseller unless otherwise specified.
• Customer must provide necessary details, logs, and cooperation to assist in troubleshooting.

7. Service Credits and Exclusive Remedy

• Service Credits described in Section 2 are the Customer’s exclusive remedy for failure to meet Uptime targets.
• Service Credits do not apply to issues arising from Excluded Downtime or Customer-side errors/misuse.
• Supplier’s total liability under this SLA is limited to Service Credits issued for the affected month.

8. Customer Responsibilities

Customer agrees to:

• Maintain reliable internet connectivity and ensure proper functioning of all sensors, gateways, and local infrastructure.
• Use the Service in accordance with the EULA and applicable laws.
• Safeguard user credentials and notify Supplier immediately of unauthorized access.
• Provide timely information and cooperate with Supplier during Incident investigation.

9. Exclusions & Limitations

This SLA does not apply to:

• Issues arising from Customer configurations, custom integrations, unauthorized code, or unsupported environments.
• Equipment or third-party systems not provided by Supplier.
• Failures caused by Reseller- or Distributor-controlled environments.
• Force majeure events or internet-wide disruptions.
• Beta, preview, development, or non-production features.

All limitations of liability in the EULA also apply to this SLA. The Customer acknowledges that no cloud infrastructure is capable of being 100% error-free and that temporary interruptions may occur in the normal operation of cloud services.

10. Third-Party Services & Dependencies

1. The Service may rely on or integrate with third-party cloud hosting providers, network operators, data centers, telecommunications providers, IoT network servers, and other external services not controlled by Supplier, including but not limited to Microsoft Azure, Amazon Web Services, and third-party LoRaWAN network servers.
2. Supplier does not warrant or guarantee the availability, performance, or reliability of any third-party service or external dependency. Any interruption, outage, degradation, or limitation caused by such third-party providers shall be considered Excluded Downtime and shall not count toward the Uptime commitment in this SLA.
3. Supplier will use commercially reasonable efforts to monitor third-party service availability and notify Customers of any known widespread outages or degradation that may affect the Service.
4. Where possible, Supplier may implement redundant systems, fallback components, or alternative providers; however, Supplier makes no guarantee that such measures will prevent or eliminate disruptions caused by third-party services.
5. Supplier shall not be liable for any damages, delays, or failures resulting from third-party services, network carriers, or upstream infrastructure outside Supplier’s reasonable control.

11. Changes to the SLA

• Supplier may update this SLA periodically to reflect service improvements or legal/regulatory requirements.
• Material changes will be communicated at least 30 days in advance.
• Continued use of the Service after the effective date constitutes acceptance.

12. Governing Law

This SLA is governed by the same governing law specified in the applicable ioX Software EULA, which generally means:

• Florida, USA law for Customers outside the EU/EEA,
• Local law of the Customer for EU/EEA countries, Switzerland, Norway, or Iceland.

13. Entire Agreement

© EAMS Technologies Inc. All rights reserved – Last Revised: November 30th, 2024