Service Level Agreement

This Service Level Agreement (“SLA”) is a crucial part of the Agreement between the Customer and AutoClip, Inc. ("AutoClip"). This SLA outlines the agreed-upon uptime and support measures for the products acquired from and managed by AutoClip, as stated in the pertinent Agreement. Any capitalized terms employed in this SLA without definition are given the meanings they have in the Agreement.


  1. Uptime

AutoClip ensures 99.9% uptime each calendar month, 24 hours a day, 7 days a week (“Service Hours”). Uptime is measured based on the monthly average of availability rounded down to the nearest minute.


Uptime is calculated as follows:

Uptime = (Service Hours – Downtime) * 100% / Service Hours


  1. Downtime

Downtime is the period of time during which the Product is unavailable to Customer. The Product is unavailable when it is fully offline or non-operational. Downtime includes urgent maintenance for which less than 24 hours’ notice was provided to affected Customers and excludes Scheduled Maintenance, as defined in Section 3 of this SLA.


  1. Scheduled Maintenance

AutoClip will be required from time to time to perform maintenance to keep providing the Product(s) (“Scheduled Maintenance”) and will use commercially reasonable efforts to:

  • Announce Scheduled Maintenance at least 5 calendar days in advance; and

  • Limit interruptions from Scheduled Maintenance where possible.


  1. Uptime Assurance and Compensation

If uptime falls below specific levels in any calendar month, AutoClip will provide a form of compensation by crediting extra subscription days ("Credited Subscription Days") calculated as follows:


  • If uptime is less than 99.0%, the awarded Credited Subscription Days will match the total number of days in the applicable month (the month where uptime fell below 99.0%).

  • If uptime is equal to or greater than 99.0% but less than 99.9%, the Credited Subscription Days are calculated as follows: (99.9% - uptime %) multiplied by the number of days in the applicable month and then divided by 0.9%, all multiplied by 50%.

  • If uptime is equal to or greater than 99.9%, there will be no Credited Subscription Days awarded.


To apply for Credited Subscription Days under this SLA, the Customer must submit a written request to help@autoclip.ai within 30 calendar days of the end of the applicable month. The subject line should read "SLA Credited Subscription Days". The request must also include the dates and times of the downtime for which Credited Subscription Days are being requested.


  1. Resolution and Response Time

In the event that a Customer experiences an issue and notifies AutoClip ("Issue"), AutoClip will use commercially reasonable efforts to address the Issue. While AutoClip and its agents cannot make any specific promises about time frames to address Issues, the following response and target resolution times apply:


For Tier-1 Issues: Blocking Issue, where the Product is not available for use or has an average response time over 30 seconds for a period of at least 30 minutes ("Long Loading Times"),


  • Premier Support: Response within 1 hour after receiving the Issue, Resolution within 4 hours after Issue validation

  • Plus Support: Response within 4 hours after receiving the Issue, Resolution as soon as feasible.


For Tier-2 Issues: Critical Issue, such as Module(s) or Upload, Download, Search, Workflow/Workstream Preview, Asset Sharing, DAT or API (each a “Significant Functionality”) not available,


  • Premier Support: Response and Resolution within 24 hours after receiving the Issue

  • Plus Support: Response within 24 hours after receiving the Issue, Resolution as soon as feasible.


For Tier-3 Issues: Major Issue, such as Module(s) or Significant Functionality malfunction, or not available but a workaround is available,


  • Premier Support: Response within 4 calendar days after receiving the Issue, Resolution within 6 weeks after Issue validation

  • Plus Support: Response within 7 calendar days after receiving the Issue, Resolution as soon as feasible.


For Tier-4 Issues: Minor Issue, such as less important elements of the Product have ceased to respond completely or malfunction,


  • Premier Support: Response within 4 calendar days after receiving the Issue, Resolution based on best effort

  • Plus Support: Response within 7 calendar days after receiving the Issue, Resolution based on best effort.



For Standard Support Package (Basic, Bronze, Starter) Customers, AutoClip will use commercially reasonable efforts to resolve each significant failure by providing either a reasonable workaround or a solution for how AutoClip will address the failure. If your Agreement does not define a specific support package, the Standard Support Package will be applicable.


  1. Data Protection and Restoration

AutoClip creates full backups of all Customer Data stored in databases on a daily basis. Files are stored across multiple availability zones within one or more regions, where AutoClip relies on the guaranteed durability for file storage provided by our hosting service.


In the (unlikely) event of damage or outage at AutoClip’s data hosting locations, AutoClip will restore Customer Data from the most recent backup. This will be treated as an A-Priority Issue. At the Customer’s request, a backup or a part of a backup can be restored for a fee charged on a time and material basis in accordance with the rates for Professional Services.


  1. Product Enhancements and Updates

AutoClip will make new versions, releases, and updates to the Product available to: (i) solve defects and/or errors, (ii) keep the Product up to date with market developments, or (iii) otherwise improve the Product. AutoClip will only support the most recent version of the Product.



  1. Exclusions

AutoClip’s failure to attain to the uptime and support efforts set out in this SLA will not be considered as a breach of this SLA, if such failure is caused, directly or indirectly, by:


  • Scheduled Maintenance;

  • AutoClip following instructions from the Customer or its User(s);

  • Customer’s requested setups, changes and customizations to the Product of which AutoClip has advised the Customer that they may influence the performance or user experience of the Product;

  • A breach of Customer or its User(s) of its obligations under the Agreement;

  • Modifications to the Product(s) not made or authorized by AutoClip in writing;

  • Customer preventing or delaying AutoClip from performing maintenance on the Product;

  • Third Party Products;

  • User(s) adding, deleting, or assigning improper rights to Users;

  • Factors outside of AutoClip’s reasonable control, including but not limited to, force majeure events, failures of the internet and governmental requirements.


  1. Amendments to the Service Level Agreement

AutoClip may revise this SLA from time to time. The most current version will be available at www.autoclip.ai/legal/sla. If the revision, in AutoClip’s sole discretion, is material, AutoClip will notify the Customer of such change. If the Customer does not wish to be bound by such revision, the Customer must notify AutoClip at help@autoclip.ai within 30 calendar days of receiving the updated SLA of the Customer’s objection and the Customer will remain subject to the prior SLA until termination or expiration of any applicable Term, as defined in the Agreement.