Service Level Agreement (SLA)
This Service Level Agreement (“SLA”) is a policy governing the use of the Platforms and Services (“Service”) provided by Buxton Company, LLC d/b/a Audiense and its affiliated entities and subsidiaries (“Audiense”) to customers (“Customer”) under the terms of Audiense’s Terms of Service or other applicable agreement between the Parties (“Agreement”).
- Definitions
- Service Availability means the percentage of total time during which the Service is available to the Customer, excluding Scheduled Maintenance and other exclusions set forth in this SLA.
- Scheduled Maintenance means planned downtime for maintenance, upgrades, patches, or infrastructure improvements for which Audiense provides advance notice whenever reasonably practicable.
- Response Time means the time required for Audiense to acknowledge and begin addressing a reported issue.
- Resolution Time means the target time within which Audiense will use commercially reasonable efforts to resolve an issue or provide a workaround.
- Downtime means a period during which the Service is unavailable due to unplanned service interruptions, not otherwise excluded under this SLA.
- Service Availability
Service Uptime Commitment
Audiense commits to maintaining 99% Service Availability during each calendar month.
Downtime Exclusions
The following shall not be considered Downtime for purposes of calculating Service Availability:
- Scheduled Maintenance;
- Emergency maintenance necessary to preserve the security, integrity, or availability of the Service;
- Force majeure events, including natural disasters, acts of government, labor disputes, war, terrorism, civil unrest, pandemics, utility failures, or Internet disruptions;
- Failures of third-party services, platforms, telecommunications providers, cloud providers, or Internet service providers outside Audiense’s reasonable control;
- Customer systems, software, equipment, networks, or configurations;
- Customer misuse of the Service or violations of the Agreement;
Suspension of Service authorized under the Agreement.
- Support Services
- Support Hours: Audiense provides support Monday through Friday from 8:00 a.m. to 5:00 p.m. Central Time, excluding company-observed holidays.
- Support Channels: Support will be provided via email, phone and support portal.
- Security Levels: Audiense shall comply with the following Severity Level assurances during regular business days.
| Severity Level (Definition) | Business Response Times | Technical Response Times | Resolution Times |
| Severity Level 1 An error, for which no workaround has been provided, has continued to cause Customer’s use of the Service or a significant component thereof to remain stopped, continues to substantially deviate from the specifications such that the Customer cannot reasonably continue to use such or the error has caused a significant reduction in productivity. | Two (2) Business Hours | Twenty- four (24) Hours | Worked continuously until resolved or a commercially reasonable workaround is provided |
| Severity Level 2 Customer's use of the Service or a significant component thereof is continuing (not stopped); however, the error is causing a serious impact on the Customer's productivity and/or service levels. | Four (4) Business Hours | Five (5) Business Days | Best efforts to resolve and restore compliance with specifications or provide a commercially reasonable workaround |
| Severity Level 3 Customer is in full working mode and the error is having only minor impact on Customer's use of the Service or is not currently impeding such use but Customer suspects the error will have an impact on such use prior to the issuance of the next release. | Four (4) Business Hours | Twelve (12)Business Days | Best efforts to resolve and restore compliance with specifications or provide a commercially reasonable workaround |
| Severity Level 4 Customer is in full working mode. Error is not impeding Customer's Service at present time and Customer does not anticipate imminent impact. Correction is requested but the error has no immediate impact on the Customer's use of the Service. | Eight (8) Business Hours | Twenty- four (24) Business Days | Included in a future release or corrected through a commercially reasonable workaround |
- Issue Resolution and Escalation
- Initial Response: Audiense will respond to issues in accordance with the Response Time target.
- Escalation Process: If the issue is not resolved within the Resolution Time target, following internal escalation practices, it will be escalated to Audiense’s technology team.
- Compensation for Downtime: If Audiense fails to meet the Service Availability commitment set forth in this SLA during any calendar month, Customer may request a service credit in accordance with the following schedule:
| Monthly Service Availability | Service Credit |
| 99.0% or greater | No Service Credit |
| 95.0% – 98.99% | 5% of the monthly fees for the affected Service |
| 90.0% – 94.99% | 10% of the monthly fees for the affected Service |
| Below 90.0% | 15% of the monthly fees for the affected Service |
To receive a service credit, Customer must submit a written request to Audiense within thirty (30) days following the end of the month in which the Service Availability commitment was not met. The request must include sufficient information reasonably necessary for Audiense to verify the claim.
Any approved service credit will be applied to future invoices for the affected Service. Service credits shall not exceed the total monthly fees paid by Customer for the affected Service during the applicable month.
For the avoidance of doubt, service credits provided under this Section are in addition to, and do not limit, any termination rights expressly provided elsewhere in this SLA or the applicable Agreement, including the right to terminate the Services following three (3) or more SLA breaches within any rolling twelve (12) month period.
- Breach of SLA - If Audiense breaches this SLA three (3) or more times during any rolling twelve (12) month period, Customer may terminate the affected Services pursuant to the Agreement.
- Scheduled Maintenance
- Notification: Audiense will notify the Customer at least 24 hours in advance of any Scheduled Maintenance.
- Duration: Scheduled Maintenance will typically last no more than 2 hours, during off-peak hours. However, in the instance in which a significant need exists, maintenance windows may be extended and Customer will be notified.
- Data Security and Encryption
Audiense maintains industry-standard administrative, technical, and organizational safeguards designed to protect Customer Data.
Encryption Standards
- Customer Data at rest is encrypted using AES-256 or equivalent industry-standard encryption.
- Customer Data in transit is protected using TLS 1.2 or higher.
Key Management
Encryption keys are managed using secure industry-standard practices with access restricted to authorized personnel.
Compliance
Audiense maintains security controls designed to support compliance with applicable legal and regulatory requirements, including GDPR, HIPAA (where applicable), and other relevant privacy and security frameworks.
Breach Notification
In the event of a confirmed security incident involving Customer Data, Audiense will provide notice without undue delay and, where legally required, within applicable regulatory notification periods.
- Information Security
Audiense maintains a layered information security program designed to protect Customer Data and business systems.
Security measures include:
- Microsoft Active Directory and Entra ID identity management controls;
- Multifactor Authentication (MFA);
- Endpoint protection technologies;
- Firewalls and intrusion detection/prevention systems;
- Transparent Data Encryption (TDE);
- SSL/TLS encryption;
- Data Loss Prevention (DLP) controls;
- Encrypted and immutable backups;
- AWS-hosted cloud infrastructure;
- Disaster recovery and business continuity procedures;
- Annual penetration testing;
- Regular vulnerability scanning;
- Executive Security Committee oversight.
Customer Data is hosted within the United States, and Audiense maintains disaster recovery capabilities designed to preserve data integrity and business continuity.
- Exclusions
This SLA does not apply to:
- Downtime caused by factors outside Audiense’s reasonable control;
- Force majeure events;
- Third-party service interruptions;
- Customer-caused issues;
- Scheduled Maintenance;
- Agreed-upon service interruptions;
- Beta, preview, evaluation, or trial services.
- Term
Effective Date: This SLA becomes effective upon Customer subscription to the Service and remains in effect until termination of the applicable Agreement.