Service Level Agreement

This Service Level Agreement ("SLA") is incorporated into the Agreement between MiseCentral LLC ("MiseCentral") and Customer. Capitalized terms not defined here have the meanings in the Agreement.

Contact: legal@misecentral.com

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1. Scope

1.1. This SLA applies to the hosted Subscription Services identified on Customer's Order Form during an active, paid Subscription Term (excluding trial-only periods unless stated on the Order Form).

1.2. Professional Services, beta or preview features labeled as such, and Customer-controlled systems (including Connected Services and on-premise devices) are excluded unless expressly stated on an Order Form.

1.3. An enterprise Order Form may specify custom availability targets or credit schedules in an attachment; those terms apply to that Order Form only and prevail over this SLA for commercial SLA terms.

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2. Availability Commitment

2.1. Monthly Availability Target. MiseCentral will use commercially reasonable efforts to maintain 99.9% Monthly Availability for the core hosted Services.

2.2. Monthly Availability Calculation.

`` Monthly Availability = ((Total Minutes in Month − Downtime Minutes) ÷ Total Minutes in Month) × 100 ``

2.3. Downtime. "Downtime" means cumulative minutes in a calendar month during which the core Services are unavailable to Customer's Authorized Users due to an unplanned failure within MiseCentral's production environment, excluding Excluded Downtime.

2.4. Core Services. For this SLA, core Services means authenticated access to Customer's organization workspace and APIs required for routine operational use of subscribed features, excluding optional third-party integrations and Marketplace offerings not operated by MiseCentral.

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3. Excluded Downtime

Downtime does not include unavailability caused by:

(a) scheduled maintenance performed with at least twenty-four (24) hours' advance notice through status page, email, or in-app notice, or emergency maintenance required for security or stability;

(b) factors outside MiseCentral's reasonable control, including force majeure, internet or carrier failures, or third-party cloud provider outages not caused by MiseCentral's configuration error;

(c) Customer's or a third party's equipment, software, networks, or configurations, including Customer-controlled integrations, API Clients, or Connected Devices;

(d) Customer's breach of the Agreement or suspension under the Billing Policy;

(e) beta, preview, or trial-only features;

(f) use contrary to Documentation or exceeding reasonable rate limits designed to protect platform stability; or

(g) denial-of-service or other attacks where MiseCentral applied industry-standard mitigations.

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4. Service Credits

4.1. Credit Schedule. If Monthly Availability falls below the target in Section 2.1, Customer may request service credits as follows:

4.2. Credit Cap. Total service credits for any single calendar month will not exceed fifty percent (50%) of monthly Subscription fees for the affected Services.

4.3. Exclusive Remedy. Service credits are Customer's sole and exclusive remedy for failure to meet the Monthly Availability target, except that chronic material failure may support termination rights stated in Section 6.

4.4. Credit Method. Approved credits apply to future invoices or, if no future invoices remain, as a refund of prepaid fees, at MiseCentral's election.

4.5. No Duplication. Customer may not receive credits for the same Downtime event under multiple remedies.

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5. Credit Request Procedure

5.1. Customer must submit a credit request to legal@misecentral.com or through Customer's designated enterprise support channel within thirty (30) days after the month in which Downtime occurred.

5.2. The request must include: organization identifier, affected dates and times (with timezone), description of impact, and any relevant ticket references.

5.3. MiseCentral will verify Downtime against its monitoring records and respond within thirty (30) days. If approved, credits apply to the next billing cycle or outstanding invoice.

5.4. Disputes regarding measurements will be resolved in good faith using MiseCentral's production monitoring logs and Customer's reasonable corroborating evidence.

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6. Chronic Failure

6.1. If Monthly Availability is below 95.0% in three (3) separate months within any rolling twelve (12) month period, Customer may terminate the affected Subscription upon thirty (30) days' written notice.

6.2. Upon such termination, MiseCentral will refund prepaid unused Subscription fees for the terminated portion of the current Subscription Term after applying any earned service credits.

6.3. This Section 6 is Customer's exclusive termination remedy for availability failures, except for other termination rights in the Agreement unrelated to availability.

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7. Support Response Targets (Informational)

Support response targets are service management goals, not SLA commitments, unless an enterprise Order Form states otherwise:

Business hours: Monday–Friday, 9:00 a.m.–6:00 p.m. Eastern Time, excluding U.S. federal holidays, unless Customer purchased extended support on the Order Form.

Support is provided through in-product support channels and documented escalation paths.

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8. Customer Responsibilities

Customer will:

(a) maintain supported browsers and connectivity;

(b) promptly notify MiseCentral of suspected Service outages;

(c) cooperate in diagnosis, including providing logs and reproduction steps when requested; and

(d) use redundant export and business continuity practices appropriate to Customer's operations.

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9. Relationship to Agreement

9.1. This SLA is subordinate to the Order Form and governing MSA or SaaS Subscription Agreement.

9.2. Nothing in this SLA expands either Party's liability beyond the Agreement's limitation of liability, except that earned service credits are expressly owed when verified under this SLA.

9.3. MiseCentral may update this SLA for future Subscription Terms by posting a revised version with at least thirty (30) days' notice before renewal. Material reductions in availability targets or credits do not apply mid-term without Customer's consent or an Order Form amendment.

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MiseCentral LLC 8 The Green, Suite A, Dover, DE 19901 legal@misecentral.com