Service Level Agreement.

About this SLA

This Service Level Agreement ("SLA") forms part of the Cloud Alter Inc. Terms of Service (the "Terms"). Capitalized terms not defined here have the meanings given in the Terms. This SLA applies to paid production use of Cloudfonica, Optima Saver and TextEnvoy, including subscription, port, instance and hourly plans. It does not apply to free trials, demonstration environments, beta or preview features, or Client Software running on Customer's equipment. Where a Product Schedule sets different service levels for a Service, the Product Schedule applies.

1. Uptime Target

Cloud Alter aims to make the Core Function of each covered Service available with a Monthly Uptime Percentage of at least 99.9% in each calendar month (the "Uptime Target"). Service credits apply below 99.5%, as Section 4 sets out. This allows about 43 minutes of Downtime in a 30-day month and 44 minutes in a 31-day month.

Portals, billing, rating, CDR viewing, reporting and notifications are not Core Functions. Their failure is handled as a support incident under Section 6 and is not Downtime.

2. How Uptime Is Measured

2.1 Downtime

A minute is a "Downtime Minute" if Cloud Alter's monitoring shows the Core Function was Unavailable for that whole minute. "Unavailable" means the Core Function fails to accept or process valid connections, calls or messages for more than 50% of Customer's connection attempts, calls or messages because of a fault in infrastructure or software that Cloud Alter controls, including servers Cloud Alter rents from its hosting providers.

2.2 Measurement source

Cloud Alter measures availability with its own monitoring systems and logs. Cloud Alter's monitoring records are conclusive, absent manifest error. If Customer reports a Severity 1 incident that the monitoring did not detect and Cloud Alter confirms it, Downtime runs from the time Customer opened the ticket.

2.3 Formula

Monthly Uptime % = (Total Minutes − Excluded Minutes − Downtime Minutes) ÷ (Total Minutes − Excluded Minutes) × 100

"Total Minutes" is the number of minutes in the calendar month (UTC). "Excluded Minutes" are minutes affected by an exclusion in Section 3.

Example: a 30-day month has 43,200 minutes. With 240 minutes of Scheduled Maintenance and 300 Downtime Minutes, uptime is (43,200 − 240 − 300) ÷ (43,200 − 240) = 99.30%, which earns a 10% credit.

3. Exclusions

The following are not Downtime, and minutes affected by them are Excluded Minutes:

1. Upstream carriers and suppliers. Failures, congestion, blocking, filtering or rejections by telecom carriers, SMS suppliers, termination providers, gateway operators or any other Customer-Selected Provider.
2. Internet and connectivity. Outages or degradation of the public internet, Customer's internet service provider, or any network between Customer's equipment and the edge of Cloud Alter's hosting network.
3. Customer's configuration and equipment. Errors in, or failures of, Customer's network, firewall, NAT, routers, gateways, SIM cards, Client Software version, routing or rate tables, credentials or IP allow-lists, and any act or omission of Customer, its Authorized Users or End Users, including failure to follow the Documentation.
4. Scheduled Maintenance. Maintenance for which Cloud Alter gives at least 48 hours' notice under Section 5.1. Scheduled Maintenance beyond 8 hours in a month counts as Downtime.
5. Emergency Maintenance. Urgent work to fix a security vulnerability or prevent imminent harm to the Services, up to 4 hours in a month. Emergency Maintenance beyond 4 hours in a month counts as Downtime.
6. Suspension and limits. Suspension or termination under the Terms or the AUP, including for non-payment or an exhausted prepaid balance, and traffic beyond the port, calls-per-second, TPS or SMS-part limits of Customer's plan.
7. Force majeure. Events described in Section 16 of the Terms, including denial-of-service attacks that commercially reasonable mitigation could not prevent. A failure of a hosting provider Cloud Alter uses counts as Downtime unless it affects that provider's customers in more than one region.
8. Excluded features. Free, trial, demonstration, beta and preview features, and any function that is not a Core Function.
9. Requested work. Migrations, restores, resizing and other work Customer requests or approves.

4. Service Credits

4.1 Credit levels

If a covered Service's Monthly Uptime Percentage falls below 99.5% in a month, Customer is entitled to a service credit for that Service:

"Eligible Fees" means the Platform Fees Customer actually paid for the affected Service for the month of the Downtime, excluding set-up fees, unaffected add-ons, Taxes and pass-through charges. For hourly-billed Services, it means the Platform Fees for the affected Service accrued in that month.

4.2 Maximum credit

Total service credits for a Service in any month will not exceed 25% of that month's Eligible Fees.

4.3 How to claim

Customer must request a credit by support ticket within 30 days after the end of the month in which the Downtime occurred. The request must identify the Account and affected Service, the date and time of each Downtime period, and any related ticket numbers. Cloud Alter will check the request against its monitoring records and respond within 15 Business Days. Credits not claimed on time are waived.

4.4 Eligibility

Customer is eligible for credits only if its Account has no overdue undisputed amounts, both when the Downtime occurs and when the credit is applied.

4.5 How credits are applied

Approved credits are recorded in a separate credit ledger and applied against Customer's future Platform Fees for the affected Service. Credits are not cash refunds. They have no cash value, cannot be transferred, and expire when the Agreement ends.

4.6 Sole remedy

Except as Section 4.7 provides, service credits are Customer's sole and exclusive remedy, and Cloud Alter's entire liability, for any failure to meet the Uptime Target.

4.7 Chronic failure

If a Service's Monthly Uptime Percentage is below 99.0% in three consecutive months, Customer may terminate that Service by notice given within 30 days after the end of the third month, and Cloud Alter will refund Customer's Unused Prepayment for it.

5. Maintenance

5.1 Scheduled Maintenance

Cloud Alter will give at least 48 hours' notice of Scheduled Maintenance by email to Customer's technical contact and in the portal, stating the start time, expected duration and affected Services. Cloud Alter will use reasonable efforts to schedule it within the Maintenance Window — Sundays, 02:00 to 06:00 Eastern Time — and to keep it under 8 hours a month.

5.2 Emergency Maintenance

Cloud Alter will give as much notice of Emergency Maintenance as is practicable in the circumstances.

5.3 Client Software updates

Customer is responsible for scheduling and installing Client Software updates on its own equipment.

6. Support

6.1 Support Hours

Standard support is available every day from 05:00 to 19:00 UTC ("Support Hours"). Nobody is on call outside Support Hours: a ticket opened then is handled when Support Hours next begin. "Business Day" means Monday to Friday, excluding Ontario statutory holidays.

6.2 Support channels

Do not send passwords, API keys, SIP or SMPP credentials, or End Users' personal information by Telegram, WhatsApp or email. Those apps are run by third parties under their own terms.

6.3 Severity levels and response times

6.4 What "response" means

A response is an acknowledgement by a qualified Cloud Alter support engineer who has started work on the incident. An automated reply is not a response, and a response is not a resolution. Cloud Alter will use commercially reasonable efforts to work on a Severity 1 incident throughout Support Hours until service is restored or a workaround is in place, provided Customer keeps a contact available. Cloud Alter does not commit to resolution times.

6.5 Assigning severity

Customer proposes a severity when it opens a ticket. Cloud Alter may reasonably reclassify it and will tell Customer why. If Customer does not keep a contact available during a Severity 1 incident, Cloud Alter may reclassify it as Severity 2.

6.6 Customer's responsibilities

To receive support, Customer must:

1. provide the Account ID, affected Service, start time, description, error messages, logs, reproduction steps, and sample CDRs or message IDs;
2. first check its own connectivity, balance, configuration and upstream provider status;
3. provide remote access to its equipment where needed for diagnosis; and
4. provide first-line support to its own End Users. Cloud Alter supports Customer's technical staff only, not End Users.

6.7 Missed response times

Service credits relate only to the Uptime Target. A missed response time does not earn a service credit; Customer's sole and exclusive remedy for a missed response time is escalation under Section 6.8.

6.8 Escalation

1. Support engineer — through the ticket.
2. Support lead — by writing "ESCALATE" in the ticket — if a response or status update is late.
3. Management — by email to legal@cloudalter.com — if a Severity 1 incident is not restored within 4 Support Hours.

6.9 Incident communication

During a Severity 1 incident, Cloud Alter will post updates in the support ticket or in the portal. On Customer's request, Cloud Alter will provide a root-cause summary within 5 Business Days after restoration.

6.10 Out of scope

Support does not cover Customer's or third parties' hardware, routers, gateways or SIM cards; Customer-Selected Providers or carrier disputes; network design; End User support; or custom development. Cloud Alter may offer these as paid professional services.

7. Changes to this SLA

Cloud Alter may update this SLA under Section 2.5 of the Terms. No update will reduce the Uptime Target or the credit percentages during Customer's current billing period or prepaid term.