GRAVUN
SERVICE LEVEL AGREEMENT
Effective
Date: _____________
This Service Level Agreement (“SLA”) forms part of the agreement between Gravun Inc. (“Gravun”) and Customergoverning the purchased Service (“Agreement”).
Capitalized terms not defined here have the meanings given in the Agreement.
1. Application and Scope
1.1 Express Inclusion. This SLA applies only where an accepted Order Form or subscription specification expressly incorporates it and identifies the covered services and applicable commitments.
1.2 Covered Service. “Covered Service” means the production functionality identified in Schedule A. Coverage applies to Customer’s purchased workspace or workspaces and does not depend on an outage affecting every Gravun customer.
1.3 Excluded Offerings. Free trials, beta features, previews, demonstrations, and professional services are excluded unless expressly included in Schedule A.
1.4 Separate Commitments. Availability, support response, data recovery, and security incident notification are distinct obligations. An availability commitment does not establish a guaranteed resolution time, recovery point, or backup frequency.
1.5 Other Obligations. This SLA does not reduce Gravun’s confidentiality, security, data protection, or data-export obligations under the Agreement and applicable Data Processing Addendum (“DPA”).
2. Availability Commitment
2.1 Target. Gravun will meet the Monthly Availability Target specified in Schedule A, subject to the measurement rules and exclusions below.
2.2 Unavailability. The Covered Service is “Unavailable” when a failure within the covered system prevents Customer’s properly authorized users from completing a core operation identified in Schedule A under normal supported conditions.
A login page or status page remaining accessible does not establish availability if the relevant core operation cannot be completed.
2.3 Partial Failures. A defect affecting an ancillary feature does not constitute Unavailability unless that feature is separately covered or the defect prevents a covered core operation. Slow performance counts as Unavailability where it effectively prevents completion of that operation; this SLA otherwise creates no response-speed guarantee unless Schedule A specifies one.
2.4 Measurement Period. Availability is measured for each calendar month using Coordinated Universal Time (UTC). For a subscription beginning or ending during a month, measurement is limited to the period during which Customer was entitled to the Covered Service.
2.5 Calculation. Monthly Availability is calculated as follows:
Monthly Availability (%) = 100 × (Eligible Minutes − Unavailable Minutes) ÷ Eligible Minutes
Eligible Minutes means the minutes in the applicable measurement period, less minutes properly excluded under Sections 3 and 4.
Unavailable Minutes means the aggregate duration of Unavailability during Eligible Minutes.
If there are no Eligible Minutes, no availability percentage or credit is calculated for that period.
2.6 Outage Duration. An outage begins when the evidence establishes that Unavailability started and ends when the affected core operation is restored. Customer’s reporting time does not replace an earlier outage start established by monitoring or other reliable evidence.
2.7 Concurrent Failures. Overlapping failures affecting the same Covered Service are counted once. Separate covered components are measured independently only where Schedule A expressly provides separate targets and fee allocations.
2.8 Evidence. Gravun’s monitoring, application logs, provider records, and reasonably reliable Customer evidence may be used to determine availability. Gravun will investigate material discrepancies in good faith and provide a reasonable explanation of a disputed calculation.
3. Maintenance
3.1 Scheduled Maintenance. Maintenance is excluded from the availability calculation only if it complies with the advance notice, maintenance window, and monthly exclusion allowance specified in Schedule A.
3.2 Notice. Notice will identify the expected start time, duration, and affected functionality. Gravun will give an update where a material extension becomes reasonably apparent.
3.3 Excess Maintenance. Maintenance outside the agreed window, exceeding the agreed allowance, or undertaken without the required notice counts as Unavailability to the extent it interrupts the Covered Service, unless another exclusion applies.
3.4 Unspecified Allowance. If Schedule A does not specify a scheduled-maintenance exclusion allowance, planned maintenance is not automatically excluded.
3.5 Emergency Maintenance. Emergency maintenance may be excluded only to the extent reasonably necessary to address an imminent material security threat, prevent imminent material data loss, or comply with an urgent binding legal requirement.
Gravun will give notice as soon as reasonably practicable and limit the interruption to what the circumstances require. Routine maintenance does not become emergency maintenance merely because it was delayed.
3.6 Responsibility Preserved. A maintenance exclusion affects the availability calculation only. It does not excuse a separate breach that caused or aggravated the need for maintenance.
4. Availability Exclusions
4.1 Customer-Controlled Causes. Unavailability is excluded to the extent directly caused by Customer’s devices, connectivity, unsupported software, unauthorized modifications, misconfigured integrations, or actions contrary to the Agreement.
4.2 Customer-Selected Services. Failure of a service independently selected and controlled by Customer is excluded to the extent it causes the interruption. Gravun remains responsible for its own integration code and contractual obligations.
4.3 External Transaction Outcomes. Unless expressly included in Schedule A, the following are outside the availability commitment:
(a) acceptance, delivery, opening, or response to an email or text message;
(b) carrier routing, telephone-network connectivity, or recipient device availability;
(c) payment authorization, settlement, chargeback decisions, or a payer’s banking service;
(d) AI output accuracy or a third-party model’s completion of a particular request; and
(e) a signer’s willingness, authority, or ability to execute a document.
Failure of one of these external outcomes does not automatically excuse an independent failure of the Covered Service.
4.4 Gravun Infrastructure Providers. An interruption is not excluded merely because Gravun’s hosting, database, authentication, or other selected infrastructure provider caused it. The interruption must independently satisfy an express exclusion in this SLA.
4.5 Authorized Restrictions. Restrictions properly imposed under the Agreement, including lawful suspension for non-payment or misuse, are excluded. A restriction imposed contrary to the Agreement is not excluded on that basis.
4.6 Force Majeure. Events qualifying for relief under the Agreement’s force majeure provision are excluded only to the extent they cause the interruption and the conditions for that relief are satisfied. An ordinary supplier failure does not automatically qualify.
4.7 Requested Interruptions. Downtime expressly requested or agreed by Customer for migration, configuration, or another specific operation is excluded for the agreed period.
4.8 Application of Exclusions. Exclusions apply only to the affected duration and functionality. Gravun will identify the basis for an exclusion when reasonably requested in connection with a credit claim.
5. Support Requests and Priorities
5.1 Support Coverage. The support channels, operating hours, time zone, and holiday arrangements in Schedule A apply. Availability may be measured continuously even where staffed support is available only during specified hours.
5.2 Submission. Customer should submit requests through the designated support channel and provide the workspace identifier, affected function, time of occurrence, business impact, and available diagnostic details. Credentials and unnecessary personal information must not be included.
5.3 Priority Classification.
Priority |
Description |
P1 — Critical |
A covered core operation is unavailable and materially prevents business use, with no reasonable workaround |
P2 — High |
Significant functionality is impaired, but some productive use remains or a reasonable workaround exists |
P3 — Standard |
A limited defect affects use without materially preventing ordinary operations |
P4 — General |
A question, configuration request, enhancement request, or other non-incident enquiry |
5.4 Classification Review. Gravun may reasonably adjust a priority based on the actual impact and available workaround and will explain a material downgrade. Customer may provide additional information and request reassessment.
5.5 Initial Response. An initial response means a substantive acknowledgement by support personnel identifying the next step or requesting information necessary to investigate. An automated receipt alone does not satisfy a stated initial-response target.
5.6 Support Clock. Unless Schedule A expressly provides continuous coverage, response periods run only during the specified support hours. Requests received outside those hours enter the response period when support hours resume.
5.7 Customer Assistance. Customer will reasonably assist with diagnosis and testing. An investigation or subsequent update period may be paused while essential requested information is outstanding, but only to the extent that its absence actually prevents progress. That pause does not automatically exclude downtime from the availability calculation.
5.8 Resolution. Gravun will use commercially reasonable efforts to restore affected functionality, taking account of severity and technical circumstances. Restoration may include a reasonable workaround that materially restores the affected operation. Initial-response targets are not guaranteed resolution deadlines.
5.9 Security Reports. Suspected security incidents must also be reported through the security contact in Schedule A. DPA investigation and notification duties apply independently of ordinary support hours or ticket priorities.
6. Service Credits
6.1 Entitlement. If Monthly Availability falls below the agreed target, Customer may claim the applicable service credit below.
A “Shortfall” is the difference, in percentage points, between the agreed Monthly Availability Target and actual Monthly Availability.
Monthly Shortfall |
Credit percentage |
No Shortfall |
0% |
Greater than 0 and up to 0.50 percentage points |
5% |
Greater than 0.50 and up to 2.00 percentage points |
10% |
Greater than 2.00 and up to 5.00 percentage points |
15% |
Greater than 5.00 percentage points |
25% |
6.2 Credit Base. The credit is calculated against the net recurring subscription fees attributable to the affected Covered Service for that month, after applicable discounts.
Usage charges, taxes, implementation fees, professional services, and separately priced unaffected services are excluded.
6.3 Prepaid Subscriptions. Where subscription fees are prepaid for several months, the relevant monthly fee is the prepaid recurring subscription amount divided by the number of months covered. For a partial month, only fees attributable to the covered period are included.
6.4 Bundled Services. Schedule A must identify the fee allocation for separately measured components. If no allocation is stated, the base subscription fee applies to a covered core-service outage, excluding separately priced add-ons. The same subscription fee cannot be credited more than once for overlapping failures.
6.5 Monthly Limit. Total availability credits for a Covered Service will not exceed twenty-five percent (25%) of the applicable monthly credit base.
6.6 Support Targets. A missed support-response target does not generate an availability credit unless it is accompanied by qualifying Unavailability. Separate support credits apply only if expressly agreed in Schedule A.
7. Credit Claims and Application
7.1 Claim Period. Customer must submit a credit request within thirty (30) days after the end of the affected month. The request must identify the workspace, affected service, approximate outage periods, and available supporting details. Customer is not required to supply records available only to Gravun.
7.2 Review. Gravun will assess the request against this SLA and ordinarily provide its decision within thirty (30) days after receiving sufficient information. It will explain any material delay or rejection.
7.3 Application. An approved credit will be applied to the next practicable subscription invoice. For a prepaid subscription without an upcoming invoice, it will be recorded against the account for the next renewal or other subscription charge.
7.4 End of Subscription. If the subscription ends before an approved credit can be applied, Gravun will apply it against any undisputed amount outstanding and refund the unused balance within thirty (30) days after the final account reconciliation.
7.5 No Transfer. Credits cannot be sold or transferred to another account without Gravun’s agreement.
7.6 Payment Obligations. A pending claim does not permit Customer to withhold unrelated amounts due. Customer retains the billing-dispute rights in the Agreement.
8. Repeated Failures and Remedies
8.1 Repeated Failure. If the Covered Service misses its Monthly Availability Target in three consecutive calendar months, Customer may terminate the affected Covered Service by giving written notice within thirty (30) days after the third month ends.
8.2 Termination Consequences. Termination under Section 8.1 takes effect on the date specified in Customer’s notice, no later than thirty (30) days after notice. Gravun will refund prepaid recurring subscription fees for the unused terminated period. Unaffected services remain in force.
8.3 Availability Remedy. Service credits are Customer’s exclusive monetary remedy for an isolated availability shortfall as such, subject to Section 8.4. The repeated-failure termination right is additional.
8.4 Preserved Rights. This SLA does not exclude remedies for a separate confidentiality, security, data protection, or other breach; termination rights for material breach under the Agreement; or rights that cannot lawfully be limited.
8.5 No Duplicate Recovery. Credits, refunds, and other recoveries will be accounted for to prevent duplicate compensation for the same loss. The Agreement’s liability limitations continue to apply.
9. Administration and Changes
9.1 Operational Contacts. Customer must maintain current support, incident, and notice contacts. Gravun may communicate operational updates through those contacts and any designated status channel.
9.2 Service Reports. On reasonable request following a material outage, Gravun will provide an available summary of the affected period, cause, and corrective measures, subject to confidentiality, privilege, and protection of sensitive security information.
9.3 No Unilateral Reduction. Gravun may update technical procedures without materially reducing agreed commitments. Changes to targets, credit rights, or other negotiated obligations must follow the amendment provisions of the Agreement.
9.4 Priority. This SLA controls conflicts concerning availability measurement, support targets, and credits. The DPA controls privacy and security incident obligations. Other matters remain governed by the Agreement.
SCHEDULE A
SERVICE LEVEL PARTICULARS
Customer: [Insert
legal name]
Order
Form / Subscription Reference: [Insert]
Coverage
Start Date: [Insert]
A1. Covered Functionality
Item |
Agreed particulars |
Covered production application |
[Identify application and environment] |
Covered workspace or workspaces |
[Insert] |
Covered core operations |
[Specify measurable operations, such as authentication and retrieval or saving of contact and job records] |
Gravun Sign coverage, if included |
[Specify document access, signature submission, and completed-document generation, or “Not separately covered”] |
Other separately covered components |
[Identify or “None”] |
Excluded or non-production features |
[Identify] |
Monthly Availability Target |
[Insert approved percentage] |
Measurement method |
[Identify monitoring and relevant operation checks] |
A1.1 Activation. No numerical availability commitment takes effect until the Covered Service and Monthly Availability Target have been expressly agreed. This does not displace other service warranties in the Agreement.
A2. Maintenance
Item |
Agreed particulars |
Scheduled maintenance window and time zone |
[Insert] |
Minimum advance notice |
[Insert] |
Maximum excluded scheduled-maintenance duration per month |
[Insert; if omitted, no scheduled-maintenance exclusion allowance applies] |
Maintenance notification channel |
[Insert] |
A3. Support Coverage
Item |
Agreed particulars |
Support email or portal |
|
Support days and hours |
[Insert] |
Support time zone |
[Insert] |
Holiday exclusions |
[Identify applicable calendar] |
P1 initial-response target |
[Insert] |
P2 initial-response target |
[Insert] |
P3 initial-response target |
[Insert] |
P4 initial-response target |
[Insert] |
P1 progress-update frequency |
[Insert] |
Escalation contact |
[Insert] |
Security incident contact |
[Insert monitored contact] |
Status or outage-notification channel |
[Insert] |
A3.1 Uncompleted Targets. An uncompleted response field creates no fixed response-time commitment. Any agreed obligation to provide support with reasonable care remains applicable.
A4. Credit Allocation
Covered Service or component |
Monthly recurring fee allocation |
[Insert] |
[Insert amount or allocation percentage] |
[Insert, if applicable] |
[Insert] |
Credit schedule: Section 6 applies unless expressly varied below.
A5. Express Variations
Provision varied |
Complete agreed variation |
[Insert or “None”] |
[Insert] |
A6. Acceptance
This Schedule may be accepted through an Order Form expressly incorporating its completed particulars or by signature below.
For Gravun Inc. |
For Customer |
Signature: ____________________ |
Signature: ____________________ |
Name: Ahmed Radi |
Name: [Insert] |
Title: Founder |
Title: [Insert] |
Date: [Insert] |
Date: [Insert] |