Service Level Agreement
Last modified June 4, 2026
This Service Level Agreement (this "SLA") is an exhibit and addendum to, and is incorporated by reference into, the EveryBill Customer Agreement (the "Agreement") between Live Management, LLC d/b/a EveryBill (the "Provider") and the customer identified in the Agreement (the "Customer"). This SLA sets forth the availability commitment and support response targets applicable to the hosted services made available by Provider under the Agreement (the "Service"). Capitalized terms used but not defined in this SLA have the meanings given to them in the Agreement. In the event of a conflict between this SLA and the body of the Agreement, the body of the Agreement controls except with respect to the specific subject matter expressly addressed herein.
1. Definitions.
1.1 "Available" / "Availability."
The Service is considered "Available" when the production instance of the Service is materially capable of receiving and responding to requests over the public Internet. Availability is measured at the Service's production application layer using Provider's monitoring systems, which are the authoritative source of measurement for purposes of this SLA.
1.2 "Monthly Uptime Percentage."
For any given calendar month, the quantity calculated as: (Total Minutes in the month − Unavailable Minutes) ÷ Total Minutes in the month, expressed as a percentage. "Unavailable Minutes" means the total number of minutes during the month in which the Service was not Available, excluding all minutes attributable to any Excluded Event (as defined in Section 6).
1.3 "Excluded Event."
Any event, condition, or period described in Section 6 (Exclusions) that is excluded from the calculation of Availability and from any service credit eligibility.
1.4 "Scheduled Maintenance."
Any maintenance of the Service for which Provider provides advance notice in accordance with Section 7.
1.5 "Emergency Maintenance."
Any maintenance that Provider, in its reasonable judgment, must perform on an urgent basis to preserve the security, integrity, or availability of the Service or to comply with applicable law.
1.6 "Business Hours."
Unless otherwise stated in an applicable order, 8:00 a.m. to 6:00 p.m. United States Eastern Time, Monday through Friday, excluding Provider-observed holidays. "Business Day" means any day on which Business Hours occur.
1.7 "Support Request."
A request for support submitted by an authorized Customer contact through a designated support channel and assigned a priority level in accordance with Section 4.
2. Availability Commitment.
2.1 Uptime Target.
Provider will use commercially reasonable efforts to make the Service Available with a Monthly Uptime Percentage of at least 99.99% during each calendar month of the subscription term (the "Uptime Commitment"), subject to the exclusions and other terms of this SLA.
2.2 Measurement.
Monthly Uptime Percentage is measured solely as described in Section 1.2 and is calculated on a per-calendar-month basis. Partial months at the commencement or termination of the subscription term are prorated based on the number of days the Service was active. Provider's monitoring data and records constitute the sole and authoritative basis for determining Availability and any service credit eligibility.
2.3 Sole Remedy.
The service credits described in Section 5 are Customer's sole and exclusive remedy, and Provider's entire liability, for any failure by Provider to meet the Uptime Commitment or any other service level in this SLA.
3. Support and Priority Classification.
Provider will provide technical support for the Service in accordance with the priority levels and target response times set forth in the table below. Support Requests must be submitted by an authorized Customer contact through a designated support channel and must include sufficient detail to enable Provider to identify, reproduce, and assess the reported issue.
"Response time" means the target elapsed time between Provider's receipt of a properly submitted Support Request and Provider's initial substantive acknowledgment of, and engagement on, that request. Response time targets do not constitute a commitment to resolve, repair, or correct any issue within any particular period, and resolution times will vary based on the nature and complexity of the issue.
| Priority | Definition | Examples | Target Response Time |
|---|---|---|---|
| P1 — Critical / System Down | The Service is wholly unavailable or a core, business-critical function is inoperable in production with no commercially reasonable workaround. | Total outage; inability to process payments or transactions; complete loss of access to the Service. | 15 minutes to 1 hour |
| P2 — High / Significant Impact | A major function of the Service is materially impaired or significantly degraded, but a partial workaround exists or operations can continue at reduced capacity. | Key feature failing intermittently; significant performance degradation affecting many users. | 1 to 4 hours |
| P3 — Medium / Degraded Function | A non-critical function is impaired or behaving incorrectly with limited operational impact and an available workaround. | Minor feature defect; cosmetic or reporting error; isolated, low-impact issue. | 4 to 8 hours |
| P4 — Low / General Inquiry | General questions, documentation requests, configuration assistance, or enhancement requests with no operational impact. | How-to questions; account or configuration requests; feature suggestions. | Next business day |
3.1 No Resolution-Time Commitment.
Except where a resolution time is expressly and specifically stated in this SLA, the response times set forth above are targets for initial response only. Provider makes no commitment regarding the time required to diagnose, work around, repair, or resolve any issue, and no service credit or other remedy arises from the time taken to resolve an issue.
3.2 Reasonable Efforts.
Provider will use commercially reasonable efforts to meet the target response times during the hours applicable to each priority level. Response time targets for P1 and P2 incidents are measured on a 24x7 basis; P3 targets are measured during Business Hours; and P4 targets are measured on a Business Day basis.
4. Priority Assignment and Reclassification.
4.1 Initial Assignment.
When submitting a Support Request, Customer may propose a priority level based on the definitions in Section 3. Provider will review the proposed priority and confirm or adjust it based on the actual operational impact and the definitions set forth in this SLA.
4.2 Reclassification.
Provider may, acting reasonably and in good faith, reclassify the priority of any Support Request (upward or downward) at any time to reflect the actual severity and operational impact of the issue, including where additional information becomes available, where a workaround is identified, or where the issue no longer meets the criteria for its assigned priority. Provider will notify Customer of any material reclassification and, on Customer's reasonable request, explain the basis for the reclassification.
4.3 Customer Cooperation.
Customer will provide reasonable cooperation, information, and access necessary for Provider to reproduce, diagnose, and respond to a Support Request. Response and any applicable resolution efforts are contingent on such cooperation, and any period of delay caused by Customer's failure to provide it will not count against any response time target.
5. Service Credits.
5.1 Credit Schedule.
If the Monthly Uptime Percentage for the Service falls below the Uptime Commitment in a given calendar month and Customer is entitled to a credit under this Section 5, Provider will issue a service credit calculated as a percentage of the fees paid by Customer for the affected Service for that month, in accordance with the following schedule:
| Monthly Uptime Percentage | Service Credit (% of Monthly Fees for the Affected Service) |
|---|---|
| Less than 99.99% but ≥ 99.50% | 5% |
| Less than 99.50% but ≥ 99.00% | 10% |
| Less than 99.00% but ≥ 98.00% | 15% |
| Less than 98.00% | 20% |
5.2 Claim Procedure and Window.
To be eligible for a service credit, Customer must submit a written claim to Provider within thirty (30) days after the end of the calendar month in which the alleged failure to meet the Uptime Commitment occurred. The claim must include: (a) the words "SLA Credit Request" in the subject line; (b) the dates, times, and approximate duration of each period of unavailability; and (c) any supporting documentation reasonably available to Customer. Failure to submit a compliant claim within the thirty (30)-day window constitutes an irrevocable waiver of any right to a service credit for that month.
5.3 Verification.
Provider will validate each claim against its own monitoring data and records, which are determinative. Provider will use commercially reasonable efforts to respond to a properly submitted claim within thirty (30) days of receipt.
5.4 Form of Credit.
Approved service credits will be applied against future fees payable by Customer under the Agreement and have no cash value. Service credits are non-transferable and may not be redeemed for cash, refunds, or any other form of payment. No service credit will be issued if Customer is then in breach of the Agreement, including any payment default.
5.5 Credit Cap.
Notwithstanding anything to the contrary, the total service credits issued to Customer for any single calendar month will not exceed twenty-five percent (25%) of the fees paid by Customer for the affected Service for that month, and the aggregate service credits issued in any twelve (12)-month period will not exceed the equivalent of one (1) month of fees for the affected Service.
5.6 Sole and Exclusive Remedy.
The service credits described in this Section 5 are the sole and exclusive remedy available to Customer, and the entire liability of Provider, for any failure to meet the Uptime Commitment or any other service level commitment in this SLA. Service credits are not, and will not be construed as, penalties or liquidated damages.
6. Exclusions.
Notwithstanding anything to the contrary, the following events and conditions (each, an "Excluded Event") are excluded from the calculation of Availability and Monthly Uptime Percentage and do not give rise to any service credit or other remedy under this SLA:
- Scheduled Maintenance and Emergency Maintenance performed in accordance with Section 7;
- factors outside Provider's reasonable control, including any force majeure event, denial-of-service attacks, acts of war or terrorism, governmental action, or failures or congestion of the public Internet, telecommunications networks, or other infrastructure not within Provider's direct control;
- failures of, or issues caused by, Customer's or any third party's equipment, software, systems, networks, connectivity, or facilities not within Provider's sole control;
- acts or omissions of Customer or its users, agents, or contractors, including misuse of the Service, use of the Service in a manner inconsistent with the Agreement or applicable documentation, or any breach of the Agreement by Customer;
- third-party software, services, integrations, application programming interfaces, or content not provided directly by Provider, including third-party payment processors, banking networks, or hosting providers to the extent the issue originates with such third party;
- suspension or termination of the Service in accordance with the Agreement, including suspension for non-payment, security risk, or violation of acceptable use terms;
- beta, trial, evaluation, pre-release, or "early access" features, or any feature expressly identified as excluded from this SLA; and
- any period during which Provider was unable to provide the Service due to Customer's failure to provide required cooperation, access, or information.
7. Maintenance.
7.1 Scheduled Maintenance.
Provider may perform Scheduled Maintenance from time to time. Provider will use commercially reasonable efforts to provide at least forty-eight (48) hours’ advance notice of Scheduled Maintenance and to schedule it during off-peak hours where reasonably practicable. Periods of Scheduled Maintenance are not counted as Unavailable Minutes.
7.2 Emergency Maintenance.
Provider may perform Emergency Maintenance at any time, with such advance notice (if any) as is reasonable under the circumstances. Provider will use commercially reasonable efforts to minimize the duration and impact of Emergency Maintenance. Periods of Emergency Maintenance are not counted as Unavailable Minutes.
8. Customer Responsibilities.
As a condition to Provider's obligations under this SLA, Customer will:
- designate and maintain a reasonable number of trained, authorized contacts to submit and manage Support Requests and to receive notices under this SLA;
- submit Support Requests through the designated support channels, with sufficient detail (including steps to reproduce, screenshots, logs, and impact assessment) to enable Provider to identify and address the issue;
- provide timely cooperation, information, access, and responses reasonably requested by Provider in connection with diagnosing and addressing any issue;
- maintain its own systems, equipment, software, network connectivity, and credentials in good working order and in accordance with the requirements set forth in the Agreement and applicable documentation;
- promptly install or accept updates, patches, and configuration changes reasonably required by Provider for the proper operation, security, or supportability of the Service; and
- use the Service in accordance with the Agreement, applicable documentation, and applicable law.
To the extent Provider's failure to meet any service level results from Customer's failure to perform any of the foregoing, Provider will be relieved of the affected obligation and no service credit or other remedy will accrue.
9. Incident Communication and Root Cause Analysis.
For confirmed P1 and P2 incidents, Provider will provide status updates and root cause analysis as set forth below. The cadence below describes target practices; failure to meet a communication target does not, by itself, give rise to any service credit or other remedy.
| Priority | Status Update Cadence | Root Cause Analysis (RCA) |
|---|---|---|
| P1 — Critical | Updates at least every sixty (60) minutes until mitigation or resolution. | Written RCA provided within five (5) business days of resolution upon Customer request. |
| P2 — High | Updates at least every four (4) hours during business hours until resolution. | Summary RCA provided within ten (10) business days upon Customer request. |
9.1 Root Cause Analysis.
For each confirmed P1 incident, and for P2 incidents upon Customer's reasonable request, Provider will provide a written root cause analysis describing, at a reasonable level of detail, the nature of the incident, the contributing factors identified, the remediation taken, and any preventative measures planned. Root cause analyses are provided for Customer's internal use and do not constitute an admission of liability.
10. Escalation Path.
For unresolved P1 and P2 incidents, Provider maintains the following internal escalation path. The specific named contacts will be provided to Customer's authorized contacts and may be updated by Provider from time to time upon notice.
| Escalation Level | Contact / Role | Engaged When |
|---|---|---|
| Level 1 | Support Desk / On-Call Engineer | Initial logging and triage of all incidents upon receipt. |
| Level 2 | Support Team Lead / Technical Account Manager | P1 or P2 incident not progressing within the applicable target response time, or upon Customer request. |
| Level 3 | Director of Customer Operations | P1 incident unresolved after four (4) hours, or P2 unresolved after eight (8) business hours. |
| Level 4 | VP of Engineering / Executive Sponsor | P1 incident unresolved after eight (8) hours, or upon mutual agreement of the parties. |
11. General.
11.1 Modifications.
Provider may update this SLA from time to time; provided that Provider will not materially diminish the Uptime Commitment or target response times during the then-current subscription term without Customer's consent. Operational details, including contact information, monitoring methodology, and communication cadences, may be updated by Provider upon notice.
11.2 No Other Warranties.
Except for the express commitments set forth in this SLA, the Service is provided in accordance with the warranty and disclaimer provisions of the Agreement. This SLA does not expand, and is subject to, the limitations of liability, disclaimers, and exclusions set forth in the Agreement.
11.3 Limitation.
In no event will the remedies under this SLA, when aggregated with any other remedies under the Agreement, exceed the limitations of liability set forth in the Agreement. Service credits issued under this SLA reduce, and are credited against, any amounts otherwise recoverable for the same underlying event.
11.4 Entire SLA.
This SLA constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior or contemporaneous representations or agreements regarding service levels, response targets, and related remedies.