Service Level Agreement

1. Overview and Scope

1.1 Purpose

This Service Level Agreement ("SLA") sets out the availability commitment, support service levels, managed-service response targets, and the exclusive remedies that Athena Agentic, Inc. ("Athena Agentic", "we", "us", or "our") makes available to a Customer ("Customer", "you", or "your") for the production Athena Agentic Platform.

1.2 Relationship to the MSA

This SLA is incorporated by reference into, and forms part of, the Master Subscription Agreement executed in writing between you and Athena Agentic (the "MSA"). This SLA is at all times subject to the MSA, including its warranty disclaimers, limitation of liability, and exclusive-remedy provisions. Capitalized terms used but not defined in this SLA have the meanings given to them in the MSA. In the event of a conflict between this SLA and the MSA, the MSA governs, except with respect to the specific service-level commitments and remedies expressly stated in this SLA, which govern as to their subject matter.

1.3 Applicability

This SLA applies only to:

• the production instance of the Athena Agentic Platform (the "Platform"), including, as applicable to your subscription, Aegis (autonomous detection and response), Vigil (24/7 agentic security operations center service), and Citadel (security technology management); and
• a Customer with a current, paid subscription that is not in arrears or otherwise in breach of the MSA.

1.4 What this SLA does not cover

This SLA does not apply to, and no Service Credits or service-level commitments accrue for, any of the following: free, trial, evaluation, proof-of-concept, sandbox, non-production, development, staging, or test environments; alpha, beta, "preview," "early access," or other features designated as such; features provided at no charge; or any third-party product, service, network, or system not under Athena Agentic's operational control. Use of all such offerings is "as is" and "as available."

2. Definitions

For purposes of this SLA:

• "Available" means the production Platform is operational and materially capable of being accessed and used by the Customer for its core production functions, as measured under Section 4.
• "Business Hours" means [09:00 to 18:00 U.S. Eastern Time, Monday through Friday, excluding U.S. federal holidays, to confirm].
• "Downtime" means any period during a calendar month in which the production Platform is not Available, as measured under Section 4, excluding all Excluded Downtime.
• "Emergency Maintenance" means maintenance that Athena Agentic reasonably determines is necessary on an urgent basis to preserve the security, integrity, or availability of the Platform (for example, to remediate a vulnerability, mitigate an active threat, or respond to a third-party infrastructure event), which may be performed with less than the standard advance notice for Scheduled Maintenance.
• "Excluded Downtime" means any unavailability described in Section 7.
• "Monthly Uptime Percentage" means the percentage of total minutes in a calendar month during which the production Platform was Available, calculated under Section 4.
• "Scheduled Maintenance" means planned maintenance of the Platform performed during a maintenance window for which Athena Agentic has provided advance notice in accordance with Section 10.
• "Service Credit" means a credit, expressed as a percentage of the fees paid or payable by the Customer for the affected Platform subscription for the calendar month in which an availability failure occurred, calculated under Section 5 and applied in accordance with Section 6. A Service Credit is not a refund and has no cash value.
• "Severity Level" means the classification of a support request (S1–S4) or a managed-service incident (Critical / High / Medium / Low) as defined in Sections 8 and 9.
• "Status Page" means the Athena Agentic service status page located at [status.athenaagentic.com, to confirm], which Athena Agentic may use to communicate availability, incident, and maintenance information.

3. Platform Availability Commitment

3.1 Uptime Commitment

Athena Agentic will use commercially reasonable efforts to make the production Platform Available with a Monthly Uptime Percentage of at least [99.9%] during each calendar month of the subscription term (the "Availability Commitment").

3.2 Tier Differences

Unless the applicable Order Form, MSA, or a written enterprise addendum expressly states otherwise, the [99.9%] Availability Commitment applies uniformly to all paid production subscriptions. Where Athena Agentic offers a higher commitment (for example, [99.95%]) under a designated enterprise, premium-support, or dedicated-infrastructure tier, that commitment will be stated in the applicable Order Form or addendum and will control for that Customer. [Confirm whether tiered availability commitments will be offered and at what levels.]

3.3 Nature of the Commitment

The Availability Commitment is a service-level target measured and remedied solely as set out in this SLA. It is not a warranty, guarantee, or representation of any specific outcome, and it does not modify or expand the warranties (or warranty disclaimers) in the MSA.

4. Measurement Methodology

4.1 Calculation

Monthly Uptime Percentage is calculated for each calendar month as follows:

Monthly Uptime Percentage = ((Total Minutes in the Month − Downtime Minutes) ÷ Total Minutes in the Month) × 100

where "Total Minutes in the Month" is the total number of minutes in the applicable calendar month, and "Downtime Minutes" is the total number of minutes of Downtime during that month, excluding all Excluded Downtime.

4.2 Determination of Downtime

• Downtime is measured on a Platform-wide basis at the production service level and does not accrue for degradation or unavailability limited to an individual feature, integration, report, or non-core function that does not render the Platform materially unusable for its core production purpose.
• The production Platform is not considered un-Available solely because a particular non-essential feature, beta capability, or third-party integration is unavailable.
• Downtime begins when the unavailability is first verifiably detected by Athena Agentic's monitoring or first reported by the Customer in a conforming S1 support request under Section 8, whichever is earlier, and ends when the Platform is again Available.

4.3 Monitoring and Records

Athena Agentic monitors the availability of the production Platform on a continuous basis using its own internal monitoring systems and tooling. Athena Agentic's monitoring data and records are the authoritative source for determining Monthly Uptime Percentage, Downtime, and any Service Credit, absent manifest error. Athena Agentic may publish availability, incident, and maintenance information on the Status Page [to confirm], but the Status Page is provided for informational purposes and is not, by itself, determinative of a Service Credit.

4.4 No Customer Monitoring Substitution

Availability measurements taken from a Customer's own monitoring, a third-party monitoring service, synthetic checks originating outside Athena Agentic's environment, or measurements that include Excluded Downtime are not authoritative and will not be used to calculate Monthly Uptime Percentage.

5. Service Credits

5.1 Service Credit Schedule

If the Monthly Uptime Percentage for the production Platform in a given calendar month falls below the Availability Commitment, and provided the Customer submits a valid claim under Section 6, the Customer will be eligible for a Service Credit calculated as a percentage of the fees paid or payable for the affected Platform subscription for that calendar month, in accordance with the following table:

Monthly Uptime Percentage	Service Credit (% of that month's affected subscription fees)
Less than [99.9%] but at or above [99.0%]	[10%]
Less than [99.0%] but at or above [95.0%]	[25%]
Less than [95.0%]	[50%]

[Confirm uptime bands and corresponding credit percentages.]

5.2 Single Credit per Month

Service Credits are calculated per calendar month and per affected production subscription. Only the single highest applicable credit percentage in the table applies for a given month; credit percentages are not cumulative across bands for the same month.

5.3 Higher-Tier Commitments

Where a Customer is subject to a higher Availability Commitment under Section 3.2, the credit bands above will be adjusted in the applicable Order Form or addendum to correspond to that commitment. [Confirm credit schedule for any premium availability tier.]

6. Service Credit Request and Payment Process

6.1 How to Request a Credit

To receive a Service Credit, the Customer must submit a written claim to Support@athenaagentic.com that includes: (a) the words "SLA Credit Request" in the subject line; (b) the affected subscription and account; (c) the dates and times of each incident of claimed Downtime; and (d) any Customer-side logs, request identifiers, or other documentation reasonably evidencing the claimed Downtime.

6.2 Claim Deadline

The Customer must submit the claim within [thirty (30)] days after the end of the calendar month in which the Downtime occurred. Failure to submit a conforming claim within this period forfeits the Customer's right to receive a Service Credit for that month.

6.3 Validation and Determination

Athena Agentic will evaluate each claim in good faith against its monitoring data and records (Section 4.3) and will notify the Customer whether the claim is approved. Athena Agentic's good-faith determination of Monthly Uptime Percentage and of any Service Credit is final and binding, absent manifest error.

6.4 Form of Credit

Any approved Service Credit will be applied as a credit against a future invoice for the affected subscription. Service Credits are not refunds, are not payable in cash, will not be exchanged for or converted to a monetary payment, and (except where prohibited by applicable law) are forfeited upon expiration or termination of the subscription.

6.5 Aggregate Cap

Notwithstanding anything to the contrary, the total Service Credits that may accrue in any single calendar month for a subscription will not exceed [fifty percent (50%)] of the fees paid or payable for that subscription for that month. [Confirm aggregate monthly credit cap.]

6.6 Sole and Exclusive Remedy

THE SERVICE CREDITS DESCRIBED IN THIS SLA ARE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND ATHENA AGENTIC'S ENTIRE LIABILITY, FOR ANY FAILURE TO MEET THE AVAILABILITY COMMITMENT OR ANY OTHER SERVICE LEVEL STATED IN THIS SLA, INCLUDING ANY DOWNTIME OR UNAVAILABILITY OF THE PLATFORM. This remedy is subject to, and counts toward, the limitation of liability in the MSA. The availability of Service Credits does not entitle the Customer to terminate the MSA or any Order Form except as expressly permitted by the MSA.

7. Exclusions and Excluded Downtime

7.1 Excluded Downtime

The Availability Commitment, Downtime, and Service Credits exclude, and no Service Credit will accrue for, any unavailability, suspension, degradation, or failure resulting from or attributable to any of the following:

• Scheduled Maintenance performed in accordance with Section 10;
• Emergency Maintenance reasonably undertaken to preserve the security, integrity, or availability of the Platform;
• Force majeure events and other circumstances beyond Athena Agentic's reasonable control, including acts of God, natural disasters, fire, flood, severe weather, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action, and large-scale or systemic Internet, cloud-region, or utility failures;
• Customer-caused factors, including the Customer's acts or omissions, misconfiguration, misuse of the Platform, failure to follow Athena Agentic's documentation or reasonable instructions, or use of the Platform in a manner not authorized by the MSA;
• the Customer's environment, equipment, software, integrations, or connectivity, or those of the Customer's users, vendors, or agents, including the Customer's own networks, firewalls, devices, browsers, credentials, identity providers, and on-premises or cloud infrastructure;
• third-party products, services, networks, platforms, APIs, data feeds, or telecommunications/Internet services not under Athena Agentic's operational control, including public cloud provider outages affecting only third-party dependencies, Internet backbone, routing, or DNS issues, and outages of Customer-selected third-party tools the Platform integrates with;
• suspension or termination of access in accordance with the MSA or the Acceptable Use Policy, including suspension for breach of the Acceptable Use Policy, a security risk, or non-payment / overdue fees;
• beta, preview, early-access, evaluation, trial, sandbox, or non-production features or environments, and any feature provided at no charge;
• problems arising from the Customer's failure to implement an update, patch, configuration change, or required version that Athena Agentic has made available and reasonably requested be applied; and
• any period in which fees for the affected subscription are overdue or the Customer is otherwise in material breach of the MSA.

7.2 Effect of Exclusions

Time attributable to any of the foregoing is not counted as Downtime and is excluded from the calculation of Monthly Uptime Percentage under Section 4.

8. Support Service Levels

8.1 Support Channels

Athena Agentic provides technical support for the production Platform through the following channels:

• Email: Support@athenaagentic.com
• Support portal: [support.athenaagentic.com, to confirm]
• Telephone / on-call escalation: available for the highest-severity incidents under the applicable support plan [to confirm by tier]

8.2 Support Severity Definitions (S1–S4)

Severity	Definition
S1, Critical	The production Platform is down or materially unusable for its core function; a critical security or detection-and-response capability is unavailable; no reasonable workaround exists; severe and immediate impact to the Customer's security operations.
S2, High	A major feature or capability is significantly impaired or degraded; significant impact to production operations; a workaround may exist but is materially burdensome.
S3, Medium	A non-critical feature is impaired or a moderate issue exists; limited impact to operations; a reasonable workaround is available.
S4, Low	A minor issue, question, documentation request, cosmetic defect, or feature inquiry; minimal or no impact to operations.

8.3 Target Initial Response Times

Athena Agentic will use commercially reasonable efforts to provide an initial response to a conforming support request within the target times below, measured from Athena Agentic's receipt of a request that includes sufficient information to classify its severity. "Initial response" means acknowledgement and the beginning of triage by qualified support personnel; it is not a commitment to resolve the request within the stated time.

Severity	Standard Plan (target initial response)	Enterprise / Premium Plan (target initial response)	Coverage
S1, Critical	[4 business hours]	[1 hour]	[24×7, to confirm]
S2, High	[1 business day]	[4 hours]	[24×7 / Business Hours, to confirm]
S3, Medium	[2 business days]	[1 business day]	[Business Hours]
S4, Low	[3 business days]	[2 business days]	[Business Hours]

[Confirm response targets, plan tiers, and hours of coverage.]

8.4 Hours of Coverage

Standard-plan support is generally provided during Business Hours. Enterprise / premium-plan support provides [24×7] coverage for [S1 and S2] incidents, with lower-severity requests handled during Business Hours. [Confirm coverage model by plan.]

8.5 Escalation Path

If a Customer reasonably believes a request has not received an appropriate response within the applicable target, or that an incident warrants a higher severity, the Customer may request escalation by replying to the support ticket with "ESCALATE" in the subject line or by contacting Support@athenaagentic.com. Athena Agentic will route escalations through its support tiers to engineering and, for the most severe incidents, to a designated incident commander and management. Athena Agentic may reasonably reclassify the severity of a request based on the criteria in Section 8.2 and will notify the Customer of any reclassification.

8.6 Customer Cooperation

Target response times are conditioned on the Customer providing timely, accurate, and complete information reasonably necessary to reproduce, diagnose, and address the request, and on the Customer's reasonable cooperation during triage and resolution. The response-time clock is paused during any period in which Athena Agentic is reasonably awaiting required information or access from the Customer.

9. Vigil (Managed SOC) Service Levels

9.1 Scope

This Section 9 applies to Customers subscribed to Vigil, Athena Agentic's 24/7 agentic security operations center service. The targets in this Section are acknowledgement and response targets: they govern how quickly Athena Agentic acknowledges and begins responding to a qualifying security incident, and are distinct from the Platform availability commitment in Section 3 and the product-support targets in Section 8.

9.2 Incident Severity and Response Targets

For incidents detected by, or reported to, the Vigil service, Athena Agentic will use commercially reasonable efforts to acknowledge and begin response within the following targets, measured from the time the incident is first detected by Athena Agentic's systems or validly reported by the Customer, whichever is earlier:

Incident Severity	Description	Target Acknowledgement & Response
Critical	Active, high-impact threat or confirmed compromise with significant or imminent business impact (e.g., active intrusion, ransomware activity, confirmed data exfiltration).	[15 minutes]
High	Likely malicious activity with material impact requiring prompt investigation and containment.	[1 hour]
Medium	Suspicious activity or a security event of moderate risk requiring investigation.	[4 hours]
Low	Low-risk event, informational alert, or routine finding for review and triage.	[1 business day]

[Confirm Vigil severity definitions and acknowledgement/response targets.]

9.3 Human-on-the-Loop

The Vigil service combines autonomous agentic detection, triage, and response with human oversight. Qualified security analysts remain on the loop for material decisions and review, consistent with the AI-related provisions of the MSA and the Terms of Service. Athena Agentic does not warrant that the Vigil service, any automated action, or any human analyst will detect, prevent, contain, or remediate every threat, incident, or compromise. AI-generated detections, triage, and recommendations are probabilistic and subject to error; the Customer remains responsible for its own security program, decisions, and obligations as set out in the MSA.

9.4 Conditions

The Vigil response targets are conditioned on the Customer maintaining the integrations, data sources, telemetry, log forwarding, agent connectivity, access, and points of contact reasonably required for the service to function, and on the Customer's timely cooperation during investigation and response. Targets do not apply to the extent the Customer's environment, data sources, or connectivity prevent detection, analysis, or response.

9.5 Remedy

The acknowledgement and response targets in this Section 9 are performance targets only. To the extent any remedy is available for a failure to meet a Vigil target, it is limited to the Service Credit framework and the exclusive-remedy and limitation-of-liability provisions referenced in Sections 6 and 11, and does not create any additional or separate liability beyond that permitted by the MSA. [Confirm whether Vigil response-target misses carry a Service Credit and, if so, the amount.]

10. Maintenance

10.1 Scheduled Maintenance

Athena Agentic may perform Scheduled Maintenance during a recurring maintenance window of [Sundays, 02:00–06:00 U.S. Eastern Time, to confirm]. Athena Agentic will use commercially reasonable efforts to provide at least [seventy-two (72) hours'] advance notice of Scheduled Maintenance that is expected to cause Downtime, via the Status Page, email, or in-Platform notice. Athena Agentic will use commercially reasonable efforts to schedule maintenance to minimize disruption. Time during Scheduled Maintenance is Excluded Downtime.

10.2 Emergency Maintenance

Athena Agentic may perform Emergency Maintenance at any time when reasonably necessary to preserve the security, integrity, or availability of the Platform. Athena Agentic will use commercially reasonable efforts to provide such advance notice as is practicable under the circumstances, but advance notice may be shorter than for Scheduled Maintenance or, where necessary to address an active threat or critical issue, may not be feasible in advance. Time during Emergency Maintenance is Excluded Downtime.

10.3 Notice Mechanism

Maintenance notices may be delivered via the Status Page [to confirm], email to the Customer's designated administrative or technical contacts, in-Platform notification, or another reasonable means. The Customer is responsible for keeping its contact information current and for monitoring the Status Page where applicable.

11. Relationship to the MSA

11.1 Subject to the MSA

This SLA is incorporated into and governed by the MSA. Without limitation, all Service Credits and other remedies under this SLA are subject to, and count toward, the limitation of liability and any liability cap set out in the MSA, and nothing in this SLA increases, expands, or supersedes those limits.

11.2 Exclusive Remedy

As stated in Section 6.6, Service Credits are the Customer's sole and exclusive remedy, and Athena Agentic's entire liability, for any failure to meet the Availability Commitment or any other service level in this SLA.

11.3 No Credits in Certain Circumstances

Notwithstanding anything to the contrary, no Service Credits or service-level commitments accrue, and the targets in this SLA do not apply: (a) for any free, trial, evaluation, proof-of-concept, sandbox, non-production, or beta/preview offering; (b) during any period in which the Customer's fees for the affected subscription are overdue; (c) during any period in which the Customer is in material breach of the MSA, the Acceptable Use Policy, or this SLA; or (d) during any suspension of the Customer's access permitted under the MSA or the Acceptable Use Policy.

11.4 Warranties

This SLA does not constitute a warranty. All warranty disclaimers in the MSA and the Terms of Service remain in full force and effect. The Platform and all services are otherwise provided "as is" and "as available" except as expressly stated in the MSA.

12. Changes to this SLA

Athena Agentic may modify this SLA from time to time. The "Last updated" date at the top of this document reflects the date of the most recent revision. Athena Agentic will provide notice of material changes in accordance with the notice provisions of the MSA, by posting the updated SLA, by Status Page notice, or by email, as appropriate. Any change will apply prospectively as of its effective date and, except where required by law or expressly agreed, will not apply retroactively to a calendar month that has already closed. The Customer's continued use of the Platform after the effective date of a modification constitutes acceptance of the revised SLA, subject to the change-management terms of the MSA.

13. Contact

For support, incidents, and Service Credit requests:

Support: Support@athenaagentic.com Subject (credit requests): "SLA Credit Request"

For legal and contractual questions regarding this SLA:

Legal: Legal@athenaagentic.com Subject: "Service Level Agreement Inquiry"

Source of truth: /docs/legal/ServiceLevelAgreement.md  ·  All legal documents