Service Level Agreement & Third-Party Outage Policy Addendum

This Service Level Agreement & Third-Party Outage Policy Addendum (this "SLA") is an addendum to, and governed by, the Master Service Agreement ("MSA") entered into by and between Xryzex AI ("Provider", "Company", or "We") and the client executing the MSA ("Customer" or "Client").

Business Context & Architecture Acknowledgment: The Customer explicitly acknowledges and understands that Xryzex AI operates as an advanced orchestration layer—the "conductor of the orchestra"—coordinating multiple third-party Application Programming Interfaces (APIs) in milliseconds. This sophisticated architecture relies upon dependent sub-processors, including but not limited to LiveKit for voice streaming, Sarvam AI for Speech-to-Text (STT) and Text-to-Speech (TTS), Google Vertex for Large Language Model (LLM) reasoning, Supabase for database operations, Vobiz and Tata for telecommunications infrastructure, and ChakraHQ and Meta for WhatsApp messaging connectivity.

1. Definitions

1.1. "Downtime" means a period during which the Xryzex AI proprietary orchestration platform is wholly inaccessible due to internal failures directly and solely attributable to Xryzex AI's proprietary code, excluding any Excused Downtime.

1.2. "Excused Downtime" means any periods of Unavailability, latency, or degradation resulting from the exclusions defined in Sections 3, 4, 5, and 6 of this SLA.

1.3. "Sub-Processors" or "Third-Party Infrastructure" refers to any external entity or service provider integral to the delivery of the Services, including Google Cloud, LiveKit, Sarvam AI, Supabase, ChakraHQ, Meta, Vobiz, Tata, and various local telecommunication carriers.

2. The "Best Effort" Uptime & Zero Financial Penalty Clause

2.1. Best Effort Uptime Target: Xryzex AI strives to maintain a 99.9% uptime target for its proprietary orchestration layer. However, Customer expressly agrees that this is strictly a "Best Effort" SLA, intended as a qualitative goal and not a legally binding guarantee or warranty.

2.2. Absolute Bar on Financial Penalties: Explicitly and without limitation, under NO circumstances whatsoever shall Xryzex AI be liable to offer, provide, or honor any financial service credits, prorated refunds, liquidated damages, set-offs, financial penalties, or cash compensation of any kind for any downtime, service degradation, latency, or outages experienced by the Customer or End-Users.

3. The API "Domino Effect" (Third-Party Exclusions)

3.1. Complete Exemption for Sub-Processor Failures: Due to the dependent nature of AI orchestration, an outage or degradation in one underlying service can cascade through the system (the "Domino Effect"). "Excused Downtime" shall comprehensively include any outage, packet loss, API rate-limiting, throttling, or service degradation caused directly or indirectly by our Sub-Processors and Third-Party Infrastructure providers.

3.2. Examples of Excluded Incidents: If Vobiz or Tata drops SIP packets, if Meta's WhatsApp API goes offline globally or regionally, if Google Vertex imposes arbitrary rate limits, or if Sarvam AI experiences processing delays, Xryzex AI is immediately and entirely legally exempt from any SLA breach, liability, or claim of service failure.

4. AI Latency is NOT Downtime

4.1. Inherent Characteristics of AI Processing: Voice AI requires intense and sequential computational processing: Speech-to-Text conversion, followed by LLM probabilistic reasoning, followed by Text-to-Speech synthesis.

4.2. Conversational Latency Definition: Customer acknowledges and agrees that "conversational latency"—defined as the AI taking longer than usual (e.g., 2 to 5 seconds or more) to reply during periods of high cloud-traffic or API congestion—is a normal, expected, and inherent characteristic of probabilistic AI networks and distributed cloud computing.

4.3. Exemption: Such conversational latency DOES NOT constitute system downtime, service unavailability, a defect in the orchestration software, or a breach of this SLA. Any delays arising from AI computational cycles are categorically excluded from Downtime measurement.

5. Scheduled Maintenance & Emergency Patching

5.1. Scheduled Maintenance: Xryzex AI reserves the absolute right to take the system offline to perform Scheduled Maintenance. Such maintenance will typically be scheduled during historical low-traffic night hours in the Indian Standard Time (IST) zone.

5.2. Emergency Patching: To ensure the integrity, security, and stability of the platform, Xryzex AI reserves the right to perform Emergency Security Patching or critical hot-fixes at any time, immediately and without prior notice to the Customer.

5.3. Exemption: Any time spent in Scheduled Maintenance or Emergency Patching windows is strictly classified as Excused Downtime and shall not count towards any Downtime calculations or performance metrics.

6. Telecom Network Degradation (TRAI/Carrier Issues)

6.1. Reliance on External Networks: Outbound and Inbound AI voice calls inherently rely on Indian telecommunication towers, routing infrastructure, and the End-User's local network conditions.

6.2. Blanket Disclaimer for Telecom Failures: Xryzex AI shall not be held responsible, liable, or in breach of this SLA for dropped calls, poor audio quality, static, jitter, packet loss, or call failures resulting from:

• Local carrier congestion or routing anomalies;
• Poor cellular reception on the End-User's handset or geographic limitations;
• Hardware limitations of the End-User's receiving device;
• Telecom Regulatory Authority of India (TRAI) mandated network blocks, algorithmic spam filtering, Distributed Ledger Technology (DLT) template rejections, or carrier-level restrictions.

7. Measurement of Availability & Incident Notification

7.1. Measurement: Availability and Downtime are measured exclusively by Xryzex AI's internal monitoring systems and server logs. Third-party monitoring tools utilized by the Customer shall not be recognized as authoritative.

7.2. Incident Notification: In the event of an orchestration failure (excluding Third-Party outages), Xryzex AI will endeavor to notify affected Customers via standard communication channels (e.g., status page or email) as soon as commercially practicable.

8. Customer Responsibilities and Dependencies

8.1. The Customer is solely responsible for ensuring that their own internal systems, webhooks, CRMs, and internet connectivity are adequately provisioned to interact with Xryzex AI's platform.

8.2. Any Downtime caused by the Customer's failure to maintain valid credentials, API keys, DLT registrations, or adequate account balances with required external vendors constitutes Excused Downtime.

9. Reservation of Rights

9.1. Xryzex AI reserves the unilateral right to swap, modify, upgrade, or terminate relationships with any Sub-Processor or third-party infrastructure provider at any time without prior notice or consent from the Customer, provided it does not materially destroy the core functionality of the Service.

10. Limitation of Remedies & No Warranty Expansion

10.1. This SLA sets forth the Customer's sole and exclusive expectations regarding service availability. Nothing in this SLA shall be construed to expand, alter, or increase the warranties, liabilities, or indemnification obligations provided by Xryzex AI under the MSA.

10.2. Xryzex AI explicitly disclaims any implied warranties of uninterrupted, latency-free, or perfectly continuous service.

11. Order of Precedence & Severability

11.1. Precedence: In the event of any direct conflict between the terms of this SLA and the MSA, the terms of the MSA shall strictly prevail.

11.2. Severability: If any provision of this SLA is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this SLA shall remain in full force and effect.