Avoca, Service Level Agreement

This Service Level Agreementis incorporated into the order between Avoca and Customer referencing this Service Level Agreement (the “Order”). Capitalized terms used but not defined in this Service Level Agreement will be understood to have the meanings given to them in the Order.

1. Definitions
   1. “Service” means any independent, standalone product line or shared supporting infrastructure within the Avoca platform, including the specific product lines documented in Avoca’s Product-Specific Terms on its public website (https://avoca.ai) and itemized on its public status page (https://status.avoca.ai).
   2. “Downtime” means a period during which a Service cannot be accessed over the Internet due to bugs in Avoca-provided software or failures of Avoca-managed infrastructure, except to the extent resulting in whole or in part from an Exception. “Downtime” shall also include “Degraded Performance”, meaning any period during which the Service is technically accessible but one or more components of the Service is not operating according to the provided SLA (Section 4) or SLO (Section 5) below. The foregoing concepts shall be understood to be defined and measured in accordance with Sections 4 and 5 below.
   3. “Downtime Minutes” means, with respect to Service and a given month, the total number of non-overlapping minute-long periods of uninterrupted Downtime of such Service in such month.
   4. “Exception” means any of the following: (i) issues with Internet connectivity beyond Avoca’s network demarcation point; (ii) failure, interruption, outage, or other problem with any software, hardware, system, network, or facility not supplied by Avoca; (iii) downtime in connection with Emergency Maintenance conducted in accordance with Section 5 of this SLA; (iv) Avoca’s suspension of a Service in response to a security incident or malware; (v) issues caused solely by a Third-Party Platform’s own infrastructure failure where Avoca has no reasonable ability to mitigate such failure. For (i), (ii), (iii), (iv), and (v), an Exception is only applicable where Avoca is unable to provide or accommodate a suitable and commercially reasonable redundant Third-Party Platform or Service for the respective affected primary Third-Party Platform or Service.
   5. “Monthly Uptime Percentage” means, with respect to a Service and a given month, a percentage calculated as follows: (i) (A) the Total Minutes for such month, minus (B) the Downtime Minutes for such Service in such month, divided by (ii) the Total Minutes for such month.
   6. “Total Minutes” means, with respect to a month, the total number of non-overlapping minute-long periods in such a month.
   7. “Uptime Target” means, with respect to the Service(s), the target Monthly Uptime Percentage of the SLA (Section 4), SLO (Section 5), RTO (Section 6), or RPO (Section 7) for the Service(s). An Uptime Target is met if the Service achieves a Monthly Uptime Percentage of greater than or equal to the Uptime Target.
   8. “Customer Service Representative”, or “CSR”, means Customer’s own call handling staff member(s).
2. Maintenance Windows. Avoca may perform maintenance on the Services in its reasonable discretion and in a manner designed to minimize customer disruption.
   1. Patch Releases:“Patch Releases” means, with respect to maintenance performed on the Service, patches, bug fixes, security updates, infrastructure changes, and other non-material changes that have little-to-no customer-facing impact on the day-to-day use of the Service. Avoca may deploy Patch Releases at any time without prior notice.
   2. Minor Releases:“Minor Releases” means, with respect to maintenance performed on the Service, product changes, improvements, modifications, feature enhancements, preview and beta changes, and other material changes which may have the potential to have a minor customer-facing impact on the day-to-day use of the Service. Avoca may exercise operational discretion in deploying Minor Releases. Avoca may communicate Minor Releases through release notes, changelogs, in-product notifications, support portal updates, email communications, or other written means, including automated communications. Avoca may deploy Minor Releases at any time, at Avoca Engineering’s discretion, to minimize customer disruption.
   3. Major Releases:“Major Releases” means, with respect to maintenance performed on the Service, any significant changes which are reasonably expected to require Customer action, require significant product or data migration activity either by the Customer or Avoca, or have the potential to impact the day-to-day use of the Service materially. For the purpose of this definition, Major Releases include but are not limited to the launch of new products and significant new features within the Service. Avoca will use commercially reasonable efforts to provide advance written notice and relevant implementation guidance at least forty-eight (48) hours prior to, but no more than two (2) weeks before deploying Major Releases. Maintenance for Major Releases will be scheduled during off-hours, at Avoca Engineering’s discretion, to minimize customer disruption.
   4. Maintenance-related Downtime: Any maintenance that results in an outage or measurable customer disruption, according to the Downtime definitions in Section 1, excluding Emergency Maintenance, shall be treated as unplanned Downtime and shall count against the Monthly Uptime Percentage regardless of duration.
   5. Emergency Maintenance:Critical security patches and material stability issues may warrant maintenance without prior notice (“Emergency Maintenance”). Emergency maintenance will be counted as Downtime Minutes if it exceeds two (2) hours or occurs more than once in any rolling thirty (30)-day period.
3. Incident Severity and Response.Avoca shall classify and respond to all incidents as follows. At the start of, during, and at the conclusion of an incident, notifications and status updates shall be made to Avoca’s on-call engineering lead and Customer’s designated IT contact. All P1 and P2 incidents shall require a written root cause analysis made available to Customer within forty-eight (48) hours of resolution.

   “P1 - Critical”: Services are fully unavailable or a P1 SLO threshold breached with direct business impact to Customer. Initial response within fifteen (15) minutes of detection; status updates shall be provided every thirty (30) minutes; resolution target and RTO is two (2) hours.

   “P2 - High”: significant degradation affecting one or more Services with partial business impact to Customer. Initial response within thirty (30) minutes; status updates shall be provided every one (1) hour; resolution target and RTO is four (4) hours. Any P2 incident unresolved after four (4) hours shall automatically escalate to P1 obligations.

   “P3 - Medium”: performance below target but Services are operational with no immediate business impact to Customer. Initial response within four (4) hours; daily status updates; resolution target is seventy-two (72) hours.

4. Service Level Availabilities. Avoca shall maintain Service Level Availabilities (“SLAs”) of its Services according to the following Uptime Targets. If Avoca fails to meet the SLA targets, Customer shall be eligible for Service Credits as calculated and issued in accordance with Section 8. Avoca shall measure and report SLA actuals monthly in accordance with the reporting obligations set forth in this Agreement.
   1. Overall Platform SLA:the overall Avoca platform shall maintain an SLA Uptime Target of 99.9%; as measured by the average Uptime statuses of all individual Services displayed on Avoca’s status page (https://status.avoca.ai).
   2. Individual Service SLA:individual Avoca Services (as defined in Section 1) shall maintain an SLA Uptime Target of 99.0%, as measured by the individual Service Uptime statuses on Avoca’s status page (https://status.avoca.ai).
5. Service Level Objectives.Avoca shall maintain the following monthly performance targets (“SLOs”) with respect to its AI-enabled Services. SLOs are measured as indicated below and shall maintain an Uptime Target of 99.0%. For SLOs in which measurements are not directly possible, deviations from the SLO target will be calculated as the number of calls receiving documented support tickets from the Customer, versus the number of calls overall. SLO breaches do not result in Service Credits in accordance with Section 8. SLO breaches trigger incident response obligations under Section 3; SLO breaches between a 95.0% to 99.0% Uptime Target trigger a P2 incident; SLO breaches below a 95.0% Uptime Target trigger a P1 incident. Avoca shall measure and report SLO actuals monthly in accordance with the reporting obligations set forth in this Agreement.
   1. Answer Latency: the voice AI shall produce its first response to caller speech within three (3) seconds of the Customer-configured first AI response delay; as measured by call recordings with observable delay versus the Customer-configured first AI response delay.
   2. Call Connection Success Rate:calls forwarded from the Customer call center to Avoca’s Responder product shall be connected successfully to an AI agent or live CSR; as measured by calls received by Avoca with a non-empty recording versus calls received by Avoca.
   3. AI Conversational Quality: AI shall correctly identify the intent of calls and AI conversational turns shall produce a valid, on-script response; as measured by calls requiring support tickets.
   4. Call Processing Success Rate: calls shall be successfully enqueued and processed in order to determine applicable post-call actions, including but not limited to booking and modifying appointments; as measured by the number of calls received by Avoca versus the number of calls successfully enqueued and processed within 15 minutes post-call.
   5. Escalation Handoff Time:where caller dialog in a call indicates the caller’s need to escalate from an AI agent to a human or other agent, an attempt shall be made to handoff to an appropriate live CSR within ten (10) seconds of the user’s expressed intent; as measured by time between call recipient indicating request to escalate and escalation attempted.
   6. Voicemail and Hang-up Detection Accuracy: calls that result in a voicemail or where the caller hangs up shall be correctly classified; as measured by the number of calls with clear voicemail and hang-up indications in either recordings or transcripts.
6. Recovery Time Objectives. Avoca shall use commercially reasonable efforts to meet the following Recovery Time Objectives(“RTOs”). The RTO is the target time to resolve an Incident and restore the impacted Service(s) to working condition.

   “P1 - Critical”: The RTO for a P1 incident is two (2) hours.

   “P2 - High”: The RTO for a P2 incident is four (4) hours.

   “P3 - Medium”: There is no RTO applicable for a P3 incident.

7. Recovery Point Objectives. The Recovery Point Objectives (“RPOs”) are the maximum targeted period and service level in which data might be lost or be otherwise unable to be adequately processed by the Services due to a major disruption. Avoca shall use commercially reasonable efforts to provide for regular back-up of database and file systems relating to its Services. Avoca shall utilize commercially reasonable, durable messaging and queuing systems in order to allow for appropriate retry and failure handling of processes within the Services. Failure to meet an RPO target in a given service month shall be considered a P1 incident and carry P1 incident obligations.
   1. “RPO - Database Backups”: in the event of a disruption to database systems, Avoca shall ensure that no more than two (2) hours of data loss occurs and shall promptly restore recoverable data with backups.
   2. “RPO - Call Recordings and Transcripts”: in the event of data loss to file systems, Avoca shall ensure no more than two (2) hours of call recordings and transcript data are unrecoverable.
   3. “RPO - Call Processing Integrity”: in the event of a disruption to queuing and call handling systems, Avoca shall ensure that no in-flight call is lost without detection. All call processing attempts that fail or are interrupted due to an outage must be re-queued, retried upon restoration, and confirmed as either successfully processed or flagged to Customer within two (2) hours of service restoration. No call processing failure shall be silently discarded.
8. Service Credits.If Avoca fails to satisfy the Uptime Target with respect to a month or otherwise breaches this Service Level Agreement, then Customer’s sole and exclusive remedies shall be to request a Service Credit pursuant to the procedure set forth in Section 9 of this Service Level Agreement (a “Service Credit”). The Service Credit for a month is equal to (a) the percentage set forth in the “Service Credit” column below corresponding to the Monthly Uptime Percentage for such month, multiplied by (b) the Fees corresponding to the affected Service(s) for such month:

   Monthly Uptime Percentage	Service Credit
   Overall Platform SLA
   Greater than or equal to 99.9%	0% (no credit)
   Less than 99.9% but greater than or equal to 99.0%	5% of overall monthly Fees
   Less than 99.0% but greater than or equal to 95.0%	10% of overall monthly Fees
   Less than 95.0%	25% of overall monthly Fees
   Individual Service SLA
   Greater than or equal to 99.0%	0% (no credit of Fees for the Service)
   Less than 99.0% but greater than or equal to 95.0%	5% of monthly Fees for the Service
   Less than 95.0% but greater than or equal to 90.0%	10% of monthly Fees for the Service
   Less than 90.0%	25% of monthly Fees for the Service

9. Service Credit Requests. To be eligible to receive a Service Credit, Customer must submit a claim in writing by sending an email to support@avoca.aiwithin 30 days after the end of the month (the “Service Credit Request Deadline”) in which the failure to meet the Uptime Target occurred and must include: (a) the words “Service Credit Request” in the subject line; (b) the date and time on which each applicable instance of Downtime occurred; and (c) reasonable supporting evidence (e.g., logs or screenshots) demonstrating the Downtime. Any investigation by Avoca, or Auditor, in accordance with Section 10, in order to obtain reasonable supporting evidence and to verify Service Credit amounts prior to issuing a Service Credit may be completed within one (1) calendar year after the Service Credit Request Deadline, or within ninety (90) days after contract expiration or termination, whichever option is comes first, without affecting the eligibility of the Service Credit Request or the issuance of the determined Service Credit. If Avoca confirms that the Uptime Target was not satisfied in the month of the Service Credit Request, then Avoca will issue a Service Credit to Customer calculated in accordance with Section 8. Avoca will apply each Service Credit to Customer’s next invoice. Service Credits held during a good faith billing dispute will be applied upon resolution. Unused Service Credits do not expire during any such pending dispute period. Customer retains the right to dispute Avoca’s uptime calculations using independent monitoring data within sixty (60) days of receiving the credit notice. Any Service Credits earned by Customer during the 90-day period immediately preceding the last day of the Term that cannot be applied to a future invoice due to contract expiration or termination shall be refunded as cash within thirty (30) days after the last day of the Term, provided that the amount of such refund will not exceed 100% of the Fees corresponding to the last month of the Term. Notwithstanding anything to the contrary: (a) in no event shall the total Service Credits provided to Customer in respect of any month exceed 100% of the Fees corresponding to such month; and (b) Customer will not receive Service Credits pursuant to more than one Section of this Service Level Agreement in any given month, and if Customer is eligible to receive Service Credits under more than one Section of this Service Level Agreement in a given month (e.g., under Section 3 for Downtime and under Section 10 for a RTO or RPO failure), then Customer will receive credits under whichever Section would result in Customer’s receiving the greatest amount of such Service Credits.
10. Audit Right.Customer shall have the right to request that Avoca deliver to a reputable third-party auditor reasonably acceptable to both Parties (the “Auditor”) Avoca’s processing logs for any incident window in which (a) an SLA target falls below the 95.0% Uptime Target for maximum Service Credit eligibility, set forth in Section 4; (b) an SLO target falls below the 95.0% Uptime Target criteria for a P1 incident, set forth in Section 5; or (c) an RPO failure is alleged (“Audit Data”). Avoca shall provide the requested logs within five (5) business days of Customer’s written request and agreement upon the Auditor. Audit Data shall include, at minimum: timestamp, call identifier, API endpoint(s) called, response code, retry count, and final write status (success, queued, failed, or discarded). The Auditor may use Audit Data solely to verify SLA and RPO compliance and to calculate applicable Service Credits owed in accordance with this Service Level Agreement. Avoca may redact information unrelated to the requested incident window or otherwise not necessary to the foregoing verification. Avoca may require the Auditor to enter into an agreement requiring it to treat Audit Data as confidential and to use it only for the purposes set forth in this Section. The Auditor will inform Customer of its determination as to whether the SLA and RPO compliance is verifiable, as well as its calculation of applicable Service Credits, but may not share with Customer copies of any Audit Data.