Overlook Service Level Agreement

This Overlook Service Level Agreement (this “SLA”) describes the availability, service-credit, and support commitments that apply to certain paid subscriptions for Overlook’s Hosted Services. This SLA is incorporated into and forms part of the applicable Overlook Subscription and Software License Agreement, Terms of Service, Order Form, or other written agreement governing Customer’s use of the Hosted Services (the “Agreement”). Capitalized terms used but not defined in this SLA have the meanings given in the Agreement.

Overlook maintains this SLA as a separate referenced document because availability commitments, maintenance exclusions, support procedures, service-credit mechanics, and customer support obligations are operational terms that may vary by plan, deployment model, support tier, and Order Form. This SLA does not replace the Overlook Security Addendum, Data Processing Addendum, Professional Services Addendum, Commercial Software License, Government Supplemental Terms, or any other exhibit expressly incorporated into the Agreement.

1. Definitions

“Affected Hosted Service” means the portion of the Hosted Services under Overlook’s operational control that is unavailable to Customer during a Service Interruption and for which Customer pays recurring subscription fees.

“Available” means that the production instance of the applicable Hosted Services is reachable over the public internet or applicable network connection controlled by Overlook and permits Authorized Users to access the material core functionality of the Hosted Services, excluding Excluded Downtime. A degradation, latency event, feature impairment, integration error, support delay, or unavailability affecting only individual users, Customer systems, Customer networks, Customer-managed configurations, or Third-Party Services does not by itself constitute Unavailability unless the material core functionality of the applicable production Hosted Services is unavailable as described in this SLA.

“Availability Commitment” means Overlook’s commitment to use commercially reasonable efforts to make the applicable paid Hosted Services Available at least 99.9% of the time during each calendar month, excluding Excluded Downtime, unless an applicable Order Form expressly provides a different commitment for a specified environment, plan, or deployment model.

“Business Day” means Monday through Friday, excluding United States federal holidays. “Business Hours” means 9:00 a.m. to 6:00 p.m. Eastern Time on Business Days, unless otherwise stated in the applicable Order Form or support plan.

“Downtime” means the number of minutes during a calendar month in which the applicable Affected Hosted Service is not Available, excluding Excluded Downtime. Downtime begins when Overlook verifies through its monitoring systems, logs, or support investigation that a Service Interruption exists and ends when Overlook determines that the Affected Hosted Service has been restored to Availability.

“Excluded Downtime” has the meaning set forth in Section 4. “Monthly Uptime Percentage” means the percentage calculated by subtracting from 100% the percentage of minutes in the applicable calendar month during which the Affected Hosted Service experienced Downtime, excluding Excluded Downtime. “Service Credit” means the credit described in Section 6 and applied against future recurring subscription fees for the Affected Hosted Service.

“Service Interruption” means a verified failure of the Affected Hosted Service to meet the Availability standard described above. “Support Request” means a request submitted through an Overlook-designated support channel regarding a suspected defect, outage, access issue, configuration question, or other support matter within the scope of this SLA.

2. Scope of this SLA

This SLA applies only to paid production Hosted Services operated by Overlook in environments under Overlook’s operational control. Unless expressly stated in an Order Form, this SLA does not apply to free plans, no-charge services, trials, proofs of concept, evaluation environments, sandbox or development environments, beta, alpha, pilot, preview, experimental, deprecated, or pre-release features, professional services, training sessions, advisory services, implementation services, customer success services, or any service expressly excluded in the Agreement or Order Form.

This SLA does not apply to Licensed Software, packaged software archives, container images, customer-cloud deployments, on-premises deployments, air-gapped deployments, or other deployments operated in an environment not under Overlook’s operational control, unless an Order Form expressly states that Overlook is responsible for operating that environment and that this SLA applies to the specific environment. Where Customer controls the infrastructure, operating system, network, cloud account, identity provider, security policy, data residency configuration, backup process, deployment pipeline, or other environment components, Customer remains responsible for those components, and unavailability caused by those components is Excluded Downtime.

For dedicated hosted deployments, GovCloud deployments, private-cloud deployments, or other non-standard deployment models, the applicable Order Form may modify the Availability Commitment, maintenance process, support coverage, support hours, disaster recovery assumptions, or Service Credit structure. If an Order Form does not expressly modify this SLA, this SLA applies only to the extent the relevant Hosted Service is operated by Overlook and technically capable of being measured under this SLA.

3. Availability Commitment and Measurement

Overlook will use commercially reasonable efforts to meet the Availability Commitment for paid production Hosted Services during each calendar month. The Availability Commitment is measured separately for each Affected Hosted Service and does not apply to the Services as a whole if only a specific component, integration, feature, region, tenant, environment, or user group is affected.

Overlook will determine Monthly Uptime Percentage using Overlook’s monitoring systems, logs, telemetry, incident records, and other technical information reasonably available to Overlook. Customer may submit reasonable evidence with a Service Credit request, and Overlook will review such evidence in good faith. Overlook’s good-faith determination of Downtime and Excluded Downtime will control absent manifest error.

The Availability Commitment is an availability commitment only. It is not a commitment that all features will operate without latency, degradation, defect, delay, or interruption; that any support request will be resolved within a particular period; or that the Hosted Services will meet Customer’s internal business continuity, compliance, operational, or mission-critical requirements unless such requirements are expressly set forth in an executed Order Form.

4. Excluded Downtime

Excluded Downtime means any unavailability, degradation, delay, error, support issue, or failure caused by or attributable to any of the following, whether occurring alone or in combination with other events: Scheduled Maintenance; emergency maintenance reasonably necessary to protect the Services, customers, data, systems, or Overlook’s infrastructure; force majeure events; internet, telecommunications, DNS, routing, or network failures outside Overlook’s reasonable control; failures of Third-Party Services; failures or outages of cloud infrastructure providers to the extent not caused by Overlook’s breach of the Agreement; Customer systems, networks, infrastructure, equipment, software, data, identity provider, single sign-on configuration, firewall, endpoint, or local environment; Customer’s acts, omissions, configurations, customizations, integrations, misuse, or breach of the Agreement; Customer’s failure to use supported configurations, current versions, or required updates; suspension or restriction of Services permitted under the Agreement; security incidents caused by Customer, Customer systems, Customer credentials, or Customer users; support, troubleshooting, or remediation delayed by Customer’s failure to provide information or cooperation reasonably requested by Overlook; beta, preview, pilot, evaluation, trial, no-charge, or experimental features; professional services, workshops, training, advisory services, or implementation services; and any matter outside Overlook’s reasonable control.

Unavailable functionality that is not material to the core production Hosted Services, including administrative tools, non-production features, reporting delays, background processing delays, analytics export delays, non-critical interface elements, third-party integrations, or non-material defects, will not constitute Downtime unless the applicable Order Form expressly states otherwise.

5. Maintenance

Overlook may perform maintenance, upgrades, updates, repairs, migrations, configuration changes, security patches, and other work necessary to maintain or improve the Hosted Services. Overlook will use commercially reasonable efforts to schedule maintenance in a manner designed to minimize material disruption to production use of the Hosted Services.

Overlook will use commercially reasonable efforts to provide advance notice of Scheduled Maintenance that is expected to materially affect Availability. Notice may be provided through email, an in-product notice, a support portal, a status page, or another reasonable communication method. Advance notice may not be provided for emergency maintenance, urgent security remediation, legal compliance, abuse prevention, or circumstances requiring immediate action to protect Overlook, customers, users, data, systems, or the Services.

Maintenance windows, whether scheduled or emergency, are Excluded Downtime. Overlook may modify maintenance windows, including by postponing or extending them, where reasonably necessary due to operational, security, legal, or technical considerations.

6. Service Credits

If Overlook fails to meet the Availability Commitment for an Affected Hosted Service in a calendar month and Customer is eligible for a Service Credit under this SLA, Customer’s sole and exclusive remedy for such failure will be a Service Credit calculated as a percentage of the monthly recurring subscription fees paid by Customer for the Affected Hosted Service for that month, excluding taxes, professional services fees, implementation fees, training fees, support fees separately stated from subscription fees, usage overages, third-party charges, discounts, credits, one-time fees, pass-through fees, and fees for unaffected services.

Service Credits are not refunds, are not payable in cash, are not transferable, may not be applied to taxes or third-party charges, and may be applied only against future recurring subscription fees for the Affected Hosted Service. Service Credits may not exceed fifteen percent (15%) of the monthly recurring subscription fees paid for the Affected Hosted Service in the month giving rise to the credit. Multiple incidents in the same month will not increase the maximum Service Credit above the monthly cap.

Customer is not eligible for a Service Credit if Customer is in breach of the Agreement, has overdue fees, is using the Services in violation of the Acceptable Use Policy, or failed to comply with the claims process in this SLA. If the Agreement or applicable Order Form terminates before a Service Credit is applied, the credit will expire and will not be converted into a refund unless required by applicable law or expressly agreed in writing by Overlook.

7. Service Credit Claims

To request a Service Credit, Customer must submit a written claim to support@overlookai.com or another support channel designated by Overlook within thirty (30) days after the end of the calendar month in which the alleged Service Interruption occurred. The claim must identify the Affected Hosted Service, dates and times of the alleged Downtime, a description of the impact, relevant support ticket numbers, logs or screenshots reasonably available to Customer, and any other information reasonably requested by Overlook to validate the claim.

Overlook will review timely claims in good faith and may request additional information reasonably necessary to verify the claim. If Overlook confirms that Customer is entitled to a Service Credit, Overlook will apply the Service Credit to a future invoice or billing period. Failure to submit a timely and complete claim will disqualify Customer from receiving a Service Credit for the applicable month.

8. Support Services

Overlook will provide support for paid subscriptions in accordance with the support tier stated in the applicable Order Form. If no support tier is stated, Customer will receive Standard Support. Support is provided through Overlook-designated channels, which may include email, ticketing systems, documentation, knowledge base materials, in-product support, or other channels designated by Overlook. Overlook is not obligated to provide support through channels not designated by Overlook.

Support is limited to issues relating to the use, operation, and reasonable troubleshooting of the Hosted Services and, where separately purchased, Licensed Software support within the scope of the applicable Order Form. Support does not include professional services, custom development, custom integration work, data cleansing, data migration, customer training, customer process design, customer system administration, customer network troubleshooting, Customer Data remediation, third-party product support, security assessments, penetration testing, regulatory advice, legal advice, or operational consulting unless expressly purchased under a separate Order Form or services schedule.

Overlook may provide general guidance, workarounds, fixes, documentation, updates, or other support responses in its discretion. Response targets are measured from Overlook’s receipt of a properly submitted Support Request through an Overlook-designated support channel, excluding periods in which Overlook is waiting for Customer information, access, approvals, reproduction steps, cooperation, or action.

9. Severity Levels and Target Initial Response Times

Severity levels are assigned by Overlook based on the nature, scope, reproducibility, and business impact of the reported issue, taking into account information provided by Customer. Overlook may reclassify a support issue if Overlook reasonably determines that the severity level initially reported by Customer does not reflect the actual impact or technical condition.

Target initial response times are support response targets only and are not resolution commitments, restoration commitments, or service levels that independently give rise to Service Credits. Unless expressly stated in an Order Form, support is provided during Business Hours. Premium Support may include extended or 24x7 coverage for Severity 1 issues only if expressly stated in the applicable Order Form.

Overlook does not guarantee that all errors, defects, interruptions, or support issues will be corrected. Overlook may address issues through a correction, patch, workaround, configuration guidance, documentation update, future release, or other commercially reasonable response.

10. Customer Support Obligations

Customer shall designate qualified administrative and technical contacts authorized to submit Support Requests and work with Overlook on support matters. Customer is responsible for providing accurate and timely information, reasonable access, reproduction steps, logs, screenshots, configuration details, network information, identity-provider details, and other information reasonably requested by Overlook to diagnose and resolve support issues.

Customer remains responsible for maintaining supported configurations, administering user accounts, managing credentials, implementing updates and configuration changes recommended by Overlook, maintaining Customer systems and networks, obtaining appropriate rights for Customer Data, and ensuring that Customer’s Authorized Users use the Services in accordance with the Agreement and Documentation. Delays, failures, or support impacts caused by Customer’s failure to perform these obligations are Excluded Downtime and may suspend applicable support response measurements.

11. Licensed Software and Customer-Managed Environments

Unless expressly stated in an Order Form, Licensed Software, packaged distributions, customer-cloud deployments, on-premises deployments, air-gapped deployments, and other Customer-managed environments are not subject to the Availability Commitment or Service Credit provisions of this SLA. If Customer purchases support for Licensed Software, such support will be limited to the support scope and support tier stated in the applicable Order Form and will not include infrastructure operations, monitoring, backup administration, disaster recovery execution, operating system administration, cloud account administration, third-party tool support, or deployment management unless expressly stated in writing.

For customer-managed environments, Overlook may require Customer to provide logs, diagnostic data, administrative access, environment details, configuration files, version information, and other information reasonably necessary to troubleshoot. Overlook may decline to provide support where Customer modifies the Licensed Software without authorization, uses unsupported configurations, fails to apply required updates, refuses reasonable access, or operates the Licensed Software outside the applicable Documentation or Order Form.

12. Incident Communications and Root Cause Information

For Severity 1 incidents affecting production Hosted Services under Overlook’s operational control, Overlook will use commercially reasonable efforts to provide status communications through an appropriate channel, which may include email, support ticket updates, in-product notices, a status page, or direct communications to designated Customer contacts. The frequency and detail of communications may vary based on the nature of the incident, operational needs, security considerations, legal restrictions, and the information reasonably available at the time.

Upon reasonable request following a confirmed Severity 1 incident, Overlook may provide a summary of the incident and remedial actions taken, if and to the extent such information is reasonably available and may be provided without compromising security, confidentiality, legal privilege, third-party rights, or Overlook’s internal security practices. Any incident summary, root cause information, or remediation description is provided for informational purposes only and does not constitute an admission of liability, waiver, warranty, representation, or amendment to the Agreement.

13. Backups, Disaster Recovery, and Data Recovery

Overlook’s backup, resilience, business continuity, and disaster recovery practices are described generally in the Security Addendum and may vary by deployment model, service architecture, support tier, and Order Form. This SLA does not create any recovery time objective, recovery point objective, backup retention commitment, data restoration commitment, or disaster recovery commitment unless expressly stated in an Order Form or separate written exhibit.

Customer is responsible for maintaining copies, exports, backups, and records of Customer Data to the extent made available through the Services and reasonably necessary for Customer’s business, legal, or regulatory purposes. Overlook is not responsible for Customer’s failure to preserve Customer Data, Customer’s deletion or alteration of Customer Data, or Customer’s failure to configure or use available backup, export, or retention functions.

14. Professional Services and Training

Professional services, onboarding, workshops, implementation support, training sessions, Business-led AI Management Foundations services, advisory services, data-loading assistance, configuration assistance, and similar services are not subject to the Availability Commitment or Service Credit provisions of this SLA. Such services are governed by the Professional Services Addendum, applicable services schedule, Order Form, or statement of work. Scheduling, rescheduling, cancellation, completion criteria, acceptance, Customer participation, and service expiration rules for professional services are governed by those services documents, not this SLA.

15. Relationship to Other Agreements

This SLA supplements the Agreement and does not modify the ownership, confidentiality, data protection, security, acceptable use, export, indemnity, warranty, limitation of liability, termination, or dispute-resolution provisions of the Agreement except as expressly stated herein. The Security Addendum governs Overlook’s baseline security practices. The Data Processing Addendum governs processing of Personal Data and data-security obligations applicable to Personal Data. The Professional Services Addendum governs professional services. The Commercial Software License governs Licensed Software except to the extent an executed Agreement expressly supersedes it.

In the event of conflict, the applicable Order Form controls solely to the extent it expressly modifies this SLA for a particular Customer, subscription, support tier, or deployment model; the Data Processing Addendum controls solely with respect to processing of Personal Data; the Security Addendum controls solely with respect to baseline security practices not directly addressed by this SLA; the Government Supplemental Terms control solely with respect to government-specific terms; and this SLA controls solely with respect to availability and support commitments for eligible Hosted Services.

16. No Additional Warranty; Sole Remedy

This SLA does not create any warranty, representation, covenant, service obligation, or remedy beyond those expressly stated in this SLA and the Agreement. Except for Service Credits expressly provided under this SLA, Overlook disclaims any obligation to compensate Customer for downtime, service interruptions, delays, degradation, support response times, support resolution times, lost data, lost revenue, lost profits, business interruption, reputational harm, or other losses arising from or relating to availability or support matters.

Service Credits described in this SLA are Customer’s sole and exclusive remedy, and Overlook’s sole liability, for any failure to meet the Availability Commitment or any service level described in this SLA. Nothing in this SLA expands Overlook’s liability beyond the limitation of liability stated in the Agreement.

17. Changes to this SLA

Overlook may update this SLA from time to time to reflect changes in the Services, support practices, operational procedures, deployment models, security needs, legal requirements, or commercial offerings. Unless otherwise stated in an Order Form, Overlook will not materially reduce the Availability Commitment or Service Credit percentages applicable to a then-current paid subscription term without a legitimate operational, legal, security, or abuse-prevention reason. Updated versions will become effective upon posting or other notice in accordance with the Agreement, and will apply to renewal terms, new orders, and continued use after the effective date to the extent permitted by the Agreement.

18. Contact

Support Requests and Service Credit claims should be submitted to support@overlookai.com or through another support channel designated by Overlook. Legal notices regarding this SLA must be provided in accordance with the notice provisions of the Agreement.