XATHARI SERVICE LEVEL AGREEMENT (SLA)
Effective Date: September 4, 2026
Last Revised: September 4, 2026
THIS SERVICE LEVEL AGREEMENT (“SLA”) SETS FORTH THE SYSTEM AVAILABILITY, HARDWARE UPSTREAM STANDARDS, SUPPORT RESPONSE TIMELINES, AND REMEDY CREDITS PROVIDED BY XATHARI, LLC (“XATHARI”) TO REGISTERED SUBSCRIBERS AND SMB CUSTOMERS (“CUSTOMER”) UNDER THE XATHARI MASTER TERMS OF SERVICE (“AGREEMENT”).
THIS SLA APPLIES EXCLUSIVELY TO ACTIVE, PAID SUBSCRIPTIONS AND ACCOUNTS IN GOOD STANDING. IT DOES NOT APPLY TO TRIAL ACCOUNTS, FREE TIERS, UNPAID CAMPAIGNS, OR ACCOUNTS IN PAYMENT DELINQUENCY.
1. CORE DEFINITIONS
- 1.1 “System Availability” or “Monthly Uptime Percentage”: The total percentage of time during a calendar month that Xathari’s cloud platform services, Xathari Intelligent Signage CMS distribution engine (white-labeled via Flipnode LLC (d/b/a Yodeck) ), Ad Server platform (white-labeled via adserver.online), backend data services (Xano), and Customer Engagement Platform (CEP) user interaction pipelines are operational and accessible to Customer, calculated as:
Monthly Uptime % = [(Total Minutes in Month − Downtime Minutes) ÷ Total Minutes in Month] × 100
- 1.2 “Downtime”: A period of continuous minutes during which Xathari’s production cloud platform, CMS engines, or ad serving infrastructure are completely unavailable or failing to transmit media render jobs or campaign assets, excluding Excluded Downtime (as defined in Section 5).
- 1.3 “Media Player / CMS Uptime”: The operational status of an individual deployed hardware node or CMS software player instance verifying active connectivity, screen rendering, and Proof-of-Play (PoP) telemetry pings back to Xathari servers.
- 1.4 “Scheduled Maintenance”: Planned system maintenance, security updates, or database optimization performed by Xathari or its upstream white-label and infrastructure providers for which advance notice has been provided.
2. SERVICE AVAILABILITY COMMITMENTS
- 2.1 Cloud SaaS Platform Uptime Commitment: Xathari will ensure that the Xathari SaaS Platform, Xathari Intelligent Signage CMS (Flipnode LLC (d/b/a Yodeck)), Ad Server Engine (adserver.online), and CEP analytics engines achieve a Monthly Uptime Percentage of at least 99.9% during any given calendar month, measured net of any Excluded Downtime as defined in Section 5. This is a credit-bearing commitment as set forth in Section 4, and is the standard referenced wherever this SLA's uptime figure is incorporated by reference in another Xathari agreement (including the Enterprise Master Services Agreement).
- 2.2 Media Player & CMS Software Connectivity Commitment:
- HaaS & Managed Fleet Deployments: For Hardware-as-a-Service (HaaS) deployments connected to supported, continuous high-speed venue network infrastructure or cellular gateways, Xathari targets a device connectivity uptime threshold of 98.5% per calendar month across Customer’s total active deployed fleet. This 98.5% figure is an aspirational operational target only. Unlike the Section 2.1 commitment, it is not a Monthly Uptime Percentage commitment for purposes of Section 4, does not trigger Service Credits, and carries no remedy under this SLA. It measures physical device/network connectivity — a different concept from the software-platform availability covered by Section 2.1 — and is stated here for transparency, not as a contractual guarantee.
- Bring Your Own Screen (BYOS) / Standalone CMS Subscriptions: For customers utilizing Xathari Intelligent Signage software on compatible third-party screens or standalone media players, the availability commitment covers the software CMS distribution pipeline and Proof-of-Play logging, provided the underlying third-party hardware remains continuously powered and connected to the internet.
3. SUPPORT RESPONSE & RESOLUTION TIMELINES
Xathari provides technical support based on the severity of the operational impact. Support requests must be submitted via the Xathari Admin Dashboard or via email to [email protected].
| Severity Level |
Operational Impact Definition |
Target Initial Response Time |
Target Workaround / Resolution Commitment |
| Severity 1 (Critical) |
Total Outage: Core SaaS platform, Ad Server engine, or >50% of Customer's deployed media players/CMS screens are completely down with no workarounds available. |
Within 1 Hour (24/7/365) |
Emergency hotfix or routing redirection within 4 Hours. |
| Severity 2 (High) |
Major Degradation: CMS playlist scheduling degraded, CEP QR/NFC analytics pipeline lagging >6 hours, or 10%–49% of venue screens offline. |
Within 4 Hours (Business Hours) |
Operational patch or configuration workaround within 12 Hours. |
| Severity 3 (Medium) |
Minor Defect: Individual creative upload failure, non-critical dashboard UI error, or localized hardware display glitch (<10% of fleet). |
Within 1 Business Day |
Resolution or fix included in next routine software release cycle. |
| Severity 4 (Low) |
General Inquiry: Support ticket regarding campaign configuration, feature requests, billing questions, or general documentation. |
Within 2 Business Days |
Addressed during standard administrative support workflows. |
4. SLA SERVICE CREDITS & REMEDY MECHANICS
- 4.1 Service Credit Schedule: If Xathari fails to meet the 99.9% Monthly Uptime Percentage commitment for the Cloud SaaS Platform or Ad Engine in any calendar month, Customer is eligible to receive a Service Credit applied against Customer’s next monthly SaaS subscription invoice, calculated as follows:
| Monthly Uptime Percentage |
Service Credit Percentage
(% of Monthly SaaS Subscription Fee) |
| 99.0% to < 99.9% |
10% Service Credit |
| 95.0% to < 99.0% |
25% Service Credit |
| < 95.0% |
50% Service Credit |
- 4.2 Service Credit Request Procedure: To receive a Service Credit, Customer must submit a formal credit claim to [email protected] within thirty (30) calendar days following the end of the calendar month in which the Downtime occurred. The request must include:
- Customer Account ID, email, and registered company name;
- Date, time, and duration of the verified Downtime event; and
- System diagnostic logs, support ticket numbers, or device/screen IDs verifying the impact.
- 4.3 Credit Limitations & Sole Remedy:
- The total maximum aggregate Service Credits issued to Customer in any single billing month shall not exceed 50% of Customer's net monthly SaaS subscription fee for that month.
- Service Credits shall be applied solely toward future subscription invoices or campaign budgets and cannot be converted into cash refunds.
- THE SERVICE CREDITS SET FORTH IN THIS SECTION CONSTITUTE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND XATHARI’S ENTIRE LIABILITY, FOR ANY DOWNTIME, UNCOMMUNICATED OUTAGE, OR PLATFORM UNAVAILABILITY.
- 4.4 Interaction with Liability Limitations: SERVICE CREDITS ISSUED UNDER THIS SLA ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR XATHARI'S FAILURE TO MEET THE SERVICE LEVELS SET FORTH IN THIS SLA. NOTHING IN THIS SECTION, OR IN THE "SOLE AND EXCLUSIVE REMEDY" DESIGNATION IN SECTION 4.3, LIMITS OR EXCLUDES XATHARI'S LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE CALIFORNIA LAW, INCLUDING THE CARVEOUTS SET FORTH IN TOS SECTION 8.4(D) OR MSA SECTION 9.3(C), AS APPLICABLE TO THE AGREEMENT UNDER WHICH THIS SLA IS INCORPORATED. SERVICE CREDITS ISSUED UNDER THIS SLA DO NOT REDUCE, AND SHALL NOT BE COUNTED AGAINST, THE AGGREGATE LIABILITY CAP SET FORTH IN TOS SECTION 8.4 OR MSA SECTION 9.2, AS APPLICABLE.
5. EXCLUDED DOWNTIME (SLA EXCLUSIONS)
Downtime, media player/CMS connectivity loss, or campaign rendering interruptions resulting from any of the following shall be classified as "Excluded Downtime" and shall NOT count toward Downtime calculations or qualify for Service Credits:
- 5.1 Venue Facilities & Local Network: Local venue physical power outages, unconditioned power surges, venue Wi-Fi/Ethernet failures, local ISP outages, venue physical access restrictions, or physical hardware/power-sensor tampering by venue staff.
- 5.2 Cellular Provider Outages: Carrier-level cellular tower outages, SIM card network degradation, or regional spectrum throttling experienced by third-party cellular providers (e.g., AT&T, Verizon, T-Mobile).
- 5.3 Upstream Cloud & White-Label Infrastructure Outages: Major regional or global infrastructure outages occurring directly within upstream hosting providers (Google Cloud Platform, Xano, Cloudflare) or upstream white-label partners (Flipnode LLC (d/b/a Yodeck), adserver.online), to the extent beyond Xathari’s direct operational control. Because Flipnode LLC (d/b/a Yodeck) disclaims all warranties with respect to the underlying CMS platform it supplies to Xathari, any Downtime, media player/CMS connectivity loss, or campaign rendering interruption caused by or attributable to the Flipnode/Yodeck platform is Excluded Downtime under this Section, regardless of severity or duration, and does not qualify for Service Credits under Section 4.
- 5.4 Scheduled Maintenance: Downtime occurring during Scheduled Maintenance windows (as detailed in Section 6).
- 5.5 Customer Non-Compliance & Emergency Suspensions: Platform or screen access suspensions executed by Xathari due to Customer’s breach of the Master Terms of Service, non-payment, or Acceptable Use Policy (AUP) violations.
- 5.6 Force Majeure: Disruptions caused by acts of God, extreme weather, civil unrest, global cyberattacks (e.g., zero-day internet-wide exploits), or government actions.
6. MAINTENANCE WINDOW PROTOCOLS
- 6.1 Routine Scheduled Maintenance: Xathari reserves the right to conduct routine system upgrades, security patching, and database optimizations. Routine maintenance is scheduled during low-traffic windows (typically between 1:00 AM and 5:00 AM Eastern Time on Sundays). Xathari will use reasonable efforts to provide at least forty-eight (48) hours advance notice via email or platform dashboard banner.
- 6.2 Emergency Maintenance: In the event of an active security threat, severe software vulnerability, or critical system/gateway failure requiring immediate intervention, Xathari may perform emergency maintenance without prior notice. Xathari will notify Customer as soon as commercially practicable following the emergency maintenance event.
7. INCORPORATED PUBLIC POLICIES & CROSS-REFERENCES
This SLA is governed by and incorporated into Xathari's legal architecture:
Precedence & Dispute Resolution. For Customers operating solely under the Master Terms of Service, this SLA is subject to the ToS's dispute resolution provisions, including binding arbitration. For Enterprise Customers, the Enterprise Master Services Agreement ("MSA") fully supersedes the ToS, and this SLA is incorporated as a subordinate document under the MSA's precedence order; disputes arising under this SLA for such Customers are governed by the MSA's dispute resolution provisions (court litigation), not the ToS arbitration clause.
