Service Level Agreement

Effective date: December 12, 2024

This Service Level Agreement (“SLA”) describes the availability and support commitments Bionicly, Inc. (“Bionicly,” “we,” or “our”) provides to Customer for the Bionicly platform and related Services. This SLA is incorporated into and forms part of the Terms of Service or any superseding written agreement between Bionicly and Customer. Capitalized terms not defined here have the meanings given in the Terms of Service.

1. Definitions

  • “Services” means the Bionicly hosted software platform made available to Customer on a subscription basis, including the web application, APIs, and integrations.
  • “Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime in that month, divided by the total number of minutes in that month, expressed as a percentage.
  • “Downtime” means a period of five (5) or more consecutive minutes during which the production Services are unavailable to Customer, as measured by Bionicly’s monitoring systems, excluding any time attributable to an Exclusion (Section 6).
  • “Service Credit” means a credit, denominated in U.S. dollars, that Bionicly may issue against Customer’s future invoices in accordance with Section 3.
  • “Support Request” means a request submitted by an authorized Customer contact through Bionicly’s designated support channels (email or in-product support).

2. Service Availability

Bionicly will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage of at least 99.9% during each calendar month of the subscription term (the “Availability Commitment”).

Real-time and historical availability information is published on our status page, which is the authoritative source for incident timing and duration for purposes of this SLA.

Scheduled Maintenance

Bionicly performs routine maintenance during a recurring weekend maintenance window. We will provide at least seventy-two (72) hours’ advance notice for any maintenance expected to cause material Downtime. Emergency maintenance to address a security or stability risk may be performed with shorter notice. Time spent in announced scheduled or emergency maintenance does not count as Downtime.

3. Service Credits

If the Monthly Uptime Percentage falls below the Availability Commitment in a given calendar month, Customer is eligible to request a Service Credit calculated as a percentage of the monthly subscription fees attributable to the affected Services for that month:

Monthly Uptime Percentage Service Credit
Less than 99.9% but at least 99.0% 10%
Less than 99.0% but at least 95.0% 25%
Less than 95.0% 50%

Cap. The total Service Credits issued for any single calendar month will not exceed one hundred percent (100%) of the monthly subscription fees paid by Customer for the affected Services for that month.

Form. Service Credits are applied against future invoices and have no cash value. Service Credits cannot be exchanged for or converted to monetary amounts and are forfeited upon termination of the subscription.

Sole and exclusive remedy. Except as expressly stated in the Terms of Service, Service Credits are Customer’s sole and exclusive remedy, and Bionicly’s sole obligation and liability, for any failure to meet the Availability Commitment.

Claiming a Service Credit

To request a Service Credit, an authorized Customer contact must submit a written request to support@bionicly.ai within thirty (30) days after the end of the calendar month in which the Availability Commitment was missed. The request must include: (a) the affected dates and approximate times of the incident(s); (b) the Customer organization and the affected Services; and (c) any supporting logs or screenshots in Customer’s possession. Bionicly will respond with a determination and, if the request is approved, apply the credit to the next invoice. Failure to submit a complying request within the thirty-day window waives Customer’s right to the credit for that month.

4. Support

Bionicly provides technical support to authorized Customer contacts through the channels designated in the Order Form or in-product support tools. Support Requests are triaged by severity, and Bionicly will use commercially reasonable efforts to meet the initial response times below.

Severity Definition Target Initial Response Hours
Sev 1 — Critical Production Services are unavailable or substantially unusable for all or a significant subset of users, with no reasonable workaround. 1 hour 24x7
Sev 2 — High Material functionality is degraded or impaired for a subset of users, or a core feature is failing, but a workaround exists. 4 business hours Business hours
Sev 3 — Normal Minor functional issue, non-blocking bug, or question about expected behavior that does not materially affect use of the Services. 1 business day Business hours
Sev 4 — Low General question, feature request, documentation feedback, or other request without operational impact. 2 business days Business hours

Business hours are 9:00 a.m. to 6:00 p.m. U.S. Eastern Time, Monday through Friday, excluding U.S. federal holidays. Initial response times measure the time from receipt of a Support Request through Bionicly’s designated channels to the first substantive response from a Bionicly support or engineering team member; they are not commitments to resolution time.

Bionicly may, in good faith, adjust the severity assigned to a Support Request based on the criteria above. If Customer disagrees with a severity assignment, Customer may request review by Bionicly’s support lead.

How to Reach Support

5. Incident Communication

For any Sev 1 incident, Bionicly will: (a) post an initial acknowledgment to the public status page within thirty (30) minutes of detection or confirmation; (b) provide regular updates at least every sixty (60) minutes until the incident is resolved or downgraded; and (c) publish a post-incident summary to the status page within five (5) business days of resolution, including a description of the impact, root cause, and remediation steps for material incidents.

6. Exclusions

The Availability Commitment and Service Credit obligations do not apply to, and Downtime does not include, unavailability or degradation caused by:

  • Scheduled maintenance or announced emergency maintenance.
  • Force majeure events, including natural disasters, civil unrest, government action, acts of war or terrorism, or widespread internet or telecommunications outages outside Bionicly’s reasonable control.
  • Failures of third-party services or infrastructure not under Bionicly’s direct control, including Customer’s identity provider, third-party integrations (e.g., Salesforce, Microsoft 365, Google Workspace), public DNS, or Customer’s own network or devices.
  • Customer’s acts or omissions, including misuse of the Services, exceeding documented rate limits or quotas, use in violation of the Terms of Service, or unauthorized modifications.
  • Suspension or termination of Customer’s access in accordance with the Terms of Service, including for non-payment or security risk.
  • Beta, preview, alpha, or other features expressly designated by Bionicly as excluded from this SLA.
  • Issues that cannot reasonably be reproduced by Bionicly.

7. Changes to This SLA

Bionicly may update this SLA from time to time. Material changes that reduce the Availability Commitment or narrow Customer’s rights to Service Credits will not take effect for an existing Customer until the start of the next subscription renewal term, unless Customer agrees in writing to an earlier effective date. The “Effective date” above reflects the most recent revisions.

8. Contact

Questions about this SLA or to claim a Service Credit:
Email: support@bionicly.ai