Welcome to Kinter, Inc's Service Level Agreement ("SLA").
This SLA is entered into by and between Kinter, Inc ("Company", "we", "our", "us") and you, hereinafter referred to as "Customer", "you", or "your".
This SLA governs your use of the Kinter platform and any related services. Reference is made to the Master Subscription Agreement (or applicable Order Form) and the Privacy Policy. This SLA applies only to active, paying Customers in good standing.
"Available" means that (i) Customer's authorized users are able to access and use the Kinter web application and (ii) Kinter's agent execution infrastructure is operational and able to receive, process, and dispatch agent tasks. Availability is measured at the Kinter platform layer; failures or unavailability of third-party systems Kinter integrates with do not count against Target Availability.
"Business Hours" means 9:00 AM to 6:00 PM Eastern Time, Monday through Friday, excluding Company holidays and U.S. Federal holidays.
"Monthly Fee" means one twelfth (1/12) of the annual subscription fee set forth in the applicable Order Form, prorated for any partial month.
"Scheduled Maintenance" means Company's scheduled routine maintenance. Company will use commercially reasonable efforts to perform Scheduled Maintenance only between 9:00 PM and 6:00 AM Eastern Time. Company will provide reasonable advance notice for Scheduled Maintenance expected to exceed sixty (60) minutes; no advance notice is required for shorter maintenance windows.
"Service Level Failure" means a material failure of the Kinter platform to meet the Target Availability set forth in Section 3. Any individual incident of unavailability of less than thirty (30) consecutive minutes shall not constitute, and shall not be counted toward, a Service Level Failure.
This SLA applies to Customers with an active Kinter subscription on the Standard or Enterprise tier and an Order Form in good standing. Customers on trial, pilot, evaluation, or design partner agreements are not entitled to the service level commitments described in this SLA unless expressly stated in writing.
Company will use commercially reasonable efforts to make the Kinter platform Available with the following uptime ("Target Availability"), measured per calendar quarter:
Custom availability commitments are available for Enterprise Customers and may be specified in the applicable Order Form.
The calculation of Target Availability does not include unavailability to the extent caused by:
(a) Customer's use of the platform in a manner not authorized by the Order Form, the Master Subscription Agreement, this SLA, or Kinter's published documentation;
(b) general internet failures, cloud infrastructure provider outages, force majeure events, or other factors outside of Company's reasonable control;
(c) downtime, latency, errors, retries, or interruptions caused by third-party systems, including but not limited to NetSuite, QuickBooks Online, payroll providers, banks, and other systems Kinter integrates with on Customer's behalf;
(d) Customer's equipment, software, network connections, credentials, or other infrastructure;
(e) acts or omissions of Customer or Customer's third-party vendors;
(f) Scheduled Maintenance or reasonable emergency maintenance;
(g) any feature, agent, integration, or capability released by Company within the prior sixty (60) days from general availability, including any beta, preview, or early access functionality regardless of release date.
For emergency maintenance, Company will use commercially reasonable efforts to (i) provide advance notice and (ii) avoid performing emergency maintenance during Business Hours.
The accuracy, correctness, or appropriateness of any output generated by Kinter's autonomous agents (including journal entries, accruals, classifications, reconciliations, and other accounting work product) is governed by the Master Subscription Agreement and is not subject to this SLA.
If a verified Service Level Failure occurs in a calendar quarter, and Customer submits a written request for a service credit within five (5) days after the end of that quarter, Customer will be entitled to a credit calculated as follows:
(Monthly Fee ÷ 730) × number of hours of verified Service Level Failure during that quarter
Example: A Customer paying a $50,000 Monthly Fee experiences four (4) hours of verified Service Level Failure in a given quarter. The Customer is entitled to a service credit of:
($50,000 ÷ 730) × 4 = $273.97
Service credits are applied to Customer's next invoice provided that Customer's account is fully paid, free of any payment dispute, and otherwise in good standing as determined by Company in its sole discretion at the time the credit is applied. Service credits expire upon termination of the applicable Order Form and are not refundable in cash. Customer is responsible for substantiating any service credit request with detailed evidence of the alleged Service Level Failure, including time-stamped logs or other reasonable documentation; unsubstantiated requests will not be honored.
Total service credits payable in any calendar quarter will not exceed ten percent (10%) of the aggregate Monthly Fees paid by Customer for that quarter.
Service credits constitute liquidated damages and are not a penalty. Customer and Company acknowledge and agree that actual damages arising from a failure to meet Target Availability would be difficult to ascertain, and that the service credits set forth in Section 5 represent a reasonable estimate of such damages, freely negotiated by the parties.
Customer agrees and acknowledges that service credits are Customer's sole and exclusive remedy, and Company's sole and exclusive liability, for any failure to meet the Target Availability and for any other claim arising out of or relating to the availability, performance, or accessibility of the Kinter platform.
Without limiting the foregoing, Company shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost business opportunity, lost or corrupted data, regulatory penalties, or business interruption, arising out of or relating to the availability or performance of the Kinter platform, regardless of the legal theory (whether contract, tort, strict liability, statute, or otherwise) and regardless of whether Company has been advised of the possibility of such damages. In all events, Company's aggregate liability under or relating to this SLA is subject to, and counts against, the aggregate liability cap set forth in the Master Subscription Agreement.
Customer waives any and all other claims, causes of action, and remedies (whether in contract, tort, equity, statute, or otherwise) arising out of or relating to the availability or performance of the Kinter platform, including without limitation any right to terminate, suspend, withhold payment, set off, seek injunctive or equitable relief, or recover damages outside of the service credits expressly provided in this SLA.
Any claim or action arising out of or relating to this SLA must be brought within six (6) months after the date the alleged Service Level Failure occurred, or such claim or action shall be permanently barred.
In the event of any conflict between this Section 6 and any provision of the Master Subscription Agreement or other agreement between the parties relating to the availability or performance of the Kinter platform, this Section 6 shall control.
Customers may submit support requests through Company's designated support channel as documented at the Kinter help center.
Standard tier Customers are entitled to:
Enterprise tier Customers are entitled to:
Response times are measured from the time a properly classified support request is received by Company. Custom response time commitments are available to Enterprise Customers upon request.
Any custom development, custom integrations, or work outside the scope of the Kinter platform as documented (collectively, "Custom Work") is not covered by this SLA. Custom Work is governed solely by the applicable statement of work or other written agreement between the parties.
If any provision of this SLA is held unlawful, void, or unenforceable, that provision shall be severed from this SLA and shall not affect the validity or enforceability of any remaining provisions. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.
Company may update this SLA from time to time. Material changes will be communicated to Customers in writing or through the Kinter platform with reasonable advance notice. The version of the SLA in effect on the effective date of the applicable Order Form will govern that Order Form unless otherwise expressly agreed in writing.
For service credit requests, support escalations, or questions about this SLA, please contact: support@kinter.ai