Last updated: June, 2021

Service Level Agreement

The agreement between GalaxyWorks and your use of the services we provide.

This GalaxyWorks Service Level Agreement ("SLA") between GalaxyWorks, LLC ("GalaxyWorks", "us" or "we") as the Service Provider and users of the GalaxyWorks Services ("you", “Customer”). Service Provider may modify this SLA from time to time by posting such amended SLA to Service Provider’s site but will provide sixty (60) days advance notice to Customer before materially reducing the benefits offered to Customer under this SLA. This SLA applies separately to each of your Galaxy Pro subscriptions.

1. Definitions

"Maintenance" means scheduled Unavailability of the Services, as announced by us prior to the Services becoming Unavailable. Maintenance will be announced at least 48 hours in advance.

"Monthly Uptime Percentage" is calculated by subtracting from 100% the percentage of minutes during the month in which the Galaxy Pro Services were Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.

"Service Credit" means a credit denominated in US dollars, calculated as set forth below, that we may credit back to an eligible account.

"Unavailable" and "Unavailability" means when the web interface or your data from Galaxy Pro is not accessible that we, at our sole discretion, determine to be a failure on our part to keep the service running.

“Error” means any material nonconformity of the Service with respect to the specification.

2. Galaxy Pro Service Commitment

GalaxyWorks will use commercially reasonable efforts to make your Galaxy Pro Services available with a Monthly Uptime Percentage of at least 99% during any calendar month (the "Service Commitment"). Subject to the SLA Exclusions, if we do not meet the Service Commitment, you will be eligible to receive a Service Credit.

A Monthly Uptime Percentage of 99% means that we guarantee you will experience no more than 7h 18m per month of Unavailability.

Data stored on Galaxy Pro instances offer storage backups for seven (7) days. These backups are not directly available to customers but are used to ensure proper service operation during service upgrades or for disaster recovery. Additional backup extendable to any number of days may be available via a separate Business Associate Agreement depending on the Service type.

3. Service Commitments and Service Credits

Service Credits are calculated as a percentage of the total charges due on your Galaxy Pro invoice for the monthly billing cycle in which the Unavailability occurred, applied proportionally to the Services that were Unavailable, in accordance with the schedule below:

• For Monthly Uptime Percentage less than 99% but equal to or greater than 95%, you will be eligible for a Service Credit of 20% of the monthly charges attributable to the affected resources;
• For Monthly Uptime Percentage less than 95% but equal to or greater than 90%, you will be eligible for a Service Credit of 40% of the monthly charges attributable to the affected resources;
• For Monthly Uptime Percentage less than 90%, you will be eligible for a Service Credit of 100% of the monthly charges attributable to the affected resources.

We will apply any Service Credits only against future payments for the Services otherwise due from you. Service Credits will not entitle you to any refund or other payment from GalaxyWorks. The Service Credits will be applied within one billing cycle following the month in which the request was confirmed by us. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account.

4. Sole Remedy

Unless otherwise agreed upon in writing, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

5. Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by emailing support@galaxyworks.io. To be eligible, the credit request must be received by us within 30 days after which the incident occurred and must include:

• The words "SLA Credit Request" in the subject line;
• The dates and times of each Unavailability incident that you are claiming;
• The account username(s); and
• Evidence (e.g., screenshots) that document the errors and corroborate your claimed outage (any confidential or sensitive information in these documents should be removed or otherwise made illegible).

If the Monthly Uptime Percentage of such a request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you in accordance with this policy. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

6. Maintenance

The GalaxyWorks Services continue to expand in function and require recurring security control and other improvements.

Error Corrections. GalaxyWorks will use commercially reasonable efforts to adapt, re-configure or re-program the Services, as applicable, in order to correct in a timely fashion any Errors reported to GalaxyWorks by Eligible Customer, provided that any failure or inability by GalaxyWorks to correct any such Error, or failure or inability to do so in a timely fashion, will in no event be deemed a breach of GalaxyWorks’s obligations under the Agreement.

Procedural Workarounds. In the event that GalaxyWorks fails or is unable to correct any Error, GalaxyWorks will use commercially reasonable efforts to develop in a timely fashion procedures or routines, for use by You, which, when employed in the regular operation of, or access to, the Services, will avoid or substantially diminish the practical adverse effects of the relevant Error, provided that any failure or inability by GalaxyWorks to develop any such procedure or routine, or failure or inability to do so in a timely fashion, will in no event be deemed a breach of GalaxyWorks’s obligations under the Agreement.

Updates. From time to time GalaxyWorks may, in its sole discretion, develop and deploy Updates to the Services. GalaxyWorks will use commercially reasonable efforts to make such Updates available to You, by the same means or methods by which the relevant Services are made available. Any such Updates provided hereunder will be deemed to constitute part of the relevant Service and will be subject to the terms and conditions of the Agreement.

Security Patch Updates. Regular security maintenance windows will be scheduled to occur during announced maintenance windows. Generally, these security maintenance Updates will be transparent and not interrupt service function. Advanced notice of at least 48 hours will be provided, when possible. In the event of Severity 1 security issues (as defined in the Support Policy), emergency Updates may be required at zero-day or otherwise outside the normal security update window. In such event, with as much advance notice as possible, You shall be informed of the Update. While GalaxyWorks will use commercially reasonable efforts to minimize Service impact, such update may be disruptive.

7. SLA Exclusions

The Service Commitment does not apply to any Unavailability:

1. That results from a suspension or Remedial Action;
2. Caused by factors outside of our reasonable control, including any force majeure event, the failure or unavailability of Customer’s systems, and the Internet;
3. That results from any actions or inactions of you or any third party;
4. That results from the equipment, software or other technology of you or any third party (other than third party equipment within our direct control);
5. That results from any Maintenance after at least 48 hours notice.

If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.