EZConvert Cloud Service Level Agreement (SLA)

(last updated 03.12.2025)

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This Service Level Agreement ("SLA") sets out the service levels applicable to the EZConvert Cloud service provided by EZTitles Development Studio Ltd., a company incorporated under the laws of the Republic of Bulgaria, registered office at 74, Nartsis Str., 1415 Sofia, Bulgaria ("EZT STUDIO" or "Provider").

This SLA is incorporated by reference into, and forms part of, the written contract, order form, online subscription terms, license agreement, or master service agreement between EZT STUDIO and the customer to whom EZConvert Cloud is supplied (the "Agreement"). Capitalized terms used but not defined in this SLA have the meanings given in the Agreement.

If there is a conflict between this SLA and the Agreement, the Agreement shall prevail, except with respect to the availability, support and specific remedies for EZConvert Cloud, where this SLA shall govern.

1. Scope of this SLA

1.1 Service covered.
This SLA applies solely to the EZConvert Cloud online service accessible via API key (the "Service").

1.2 Customers covered.
This SLA is intended for business and enterprise customers, including localization vendors, studios, broadcasters and platform operators, and does not apply to individual consumer/freelancer use, unless explicitly agreed in writing.

1.3 Exclusions.
This SLA does not apply to:

• EZTitles desktop products (EZTitles Essentials, Standard, Ultimate);
• EZConvert GUI, EZConvert Professional Features Pack, EZConvert Professional (on-prem);
• Subtitling Assistant;
• License Manager (LM) and Online License Manager (OLM);
• Trial, beta, evaluation, or proof-of-concept access to EZConvert Cloud.

1.4 Conditions to SLA benefits.
This SLA (including the Availability Commitment, Service Credits and termination rights under Sections 3, 5 and 6) applies only while the customer (a) is not in material breach of the Agreement, and (b) has paid all undisputed fees for the Service that are due and payable under the Agreement.

For the avoidance of doubt, EZT STUDIO shall have the right, in accordance with the Agreement, to suspend or terminate access to EZConvert Cloud for any non-payment of undisputed fees, and any such suspension or termination shall not constitute a breach of this SLA.

2. Definitions (SLA)

For the purposes of this SLA, the following terms have the meanings set out below.

2.1 "Service" means the EZConvert Cloud online conversion service made available by EZT STUDIO via a REST API and authenticated via API Key.

2.2 "API Key" means the security credentials issued to the customer to authenticate and access the Service, as defined in the Agreement.

2.3 "Scheduled Availability Time" means twenty-four (24) hours per day, seven (7) days per week, during a calendar month, excluding only the Permitted Exclusions in Section 4.3.

2.4 "Monthly Uptime Percentage" means, for a given calendar month:

(Scheduled Availability Time - Downtime) ÷ Scheduled Availability Time × 100%

where Downtime is the total number of minutes during Scheduled Availability Time in which the Service is unavailable at the applicable production API endpoint for the customer's production workloads, excluding Permitted Exclusions.

2.5 "Business Hours" means the support hours published by EZT STUDIO on its website or support portal, which may differ by region, or as otherwise agreed in the Agreement or an order form.

2.6 "Enterprise Customer" means a customer that uses the Service in the course of its business for processing materials for its own clients as part of project deliverables, and not as a consumer.

3. Availability Commitment

3.1 Availability commitment.
EZT STUDIO will use commercially reasonable and industry-standard efforts to ensure that the Service achieves a Monthly Uptime Percentage of at least 99.95% during each calendar month (the "Availability Commitment").

3.2 Measurement point.
Availability is measured at the public production REST API ingress endpoint of the Service as operated by EZT STUDIO. Unavailability of the Service caused by customer-side systems, networks, code, or integrations is not counted as Downtime.

3.3 Use of Azure and other third-party infrastructure.
The Service is hosted on infrastructure provided by third-party cloud providers (currently Microsoft Azure) and may rely on additional third-party services. Such third parties act as infrastructure providers and/or sub-processors. Their outage or degraded performance shall be treated as a Permitted Exclusion under Section 4.3(c) to the extent such outage or degraded performance affects EZT STUDIO's ability to provide the Service.

4. Uptime Calculation and Exclusions

4.1 Uptime calculation.
Monthly Uptime Percentage is calculated per calendar month using Provider's logs and monitoring systems, which will be determinative absent manifest error.

Third-party monitoring data shall not be determinative for uptime calculations unless expressly agreed in writing by EZT STUDIO.

4.2 Downtime.
"Downtime" means that the Service (at the production REST API endpoint) either (a) does not respond, or (b) returns only server-side error responses (HTTP 5xx) or equivalent connection failures for all valid API requests from the customer's production workloads, and no reasonable workaround exists. Errors caused by invalid requests, authentication failures, or customer-side networking issues are not considered Downtime.

Intermittent failures, performance degradation, increased latency, partial unavailability, or failures affecting only a subset of requests or customers shall not constitute Downtime unless the Service is entirely unavailable as defined above.

4.3 Permitted Exclusions (not counted as Downtime).

The following events do not count as Downtime when calculating the Monthly Uptime Percentage ("Permitted Exclusions"):

a) Scheduled maintenance:
Scheduled maintenance of the Service, provided that EZT STUDIO gives at least 48 hours' prior notice and uses reasonable efforts to perform such maintenance outside peak European and North American business hours.

b) Emergency maintenance:
Emergency maintenance required to address security vulnerabilities, data integrity issues, or urgent stability problems, with notice provided as soon as reasonably practicable.

c) Third-party infrastructure and internet failures:
Failures, outages or degraded performance of third-party infrastructure not controlled by EZT STUDIO and not caused by EZT STUDIO's breach of its obligations towards such providers, including but not limited to: Microsoft Azure regional outages, third-party data centers, telecom networks, ISPs, CDNs or major internet routing failures.

d) Customer-caused issues:
Downtime or degraded performance caused by the customer's systems, code, or misuse, including but not limited to:

• incorrect API usage or integration;
• invalid, corrupted, or unsupported input files;
• exceeding agreed or documented API rate limits, quotas, or capacity;
• use of the Service in a manner not in accordance with the documentation or Agreement.
• Downtime caused by capacity saturation, throughput throttling, queue backlogs, or volume bursts exceeding the customer's contracted or documented capacity limits shall not constitute Downtime.

e) Force Majeure:
Downtime caused by events reasonably beyond EZT STUDIO's control, including but not limited to natural disasters, war, acts of terrorism, riots, governmental actions, strikes or other labor disputes, and widespread power or network grid failures.

f) Lawful suspension:
Any suspension or restriction of the Service reasonably necessary for EZT STUDIO to:

• prevent or contain suspected fraud, abuse or security incidents;
• mitigate a suspected or actual data breach; or
• comply with applicable law, court order, or regulatory requirement.

g) Trial/Beta:
Any use of EZConvert Cloud designated by EZT STUDIO as trial, evaluation, beta, pre-release or proof-of-concept.

h) Downtime resulting from load testing, penetration testing, stress testing, or similar activities conducted by or on behalf of the customer without EZT STUDIO's prior written authorization shall not constitute Downtime.

5. Service Credits (Remedies)

5.1 Entitlement to Service Credits.
If the Service fails to meet the Availability Commitment in a given calendar month, and the customer satisfies the conditions in Section 1.4, an Enterprise Customer will be entitled to a Service Credit in respect of that month, calculated as a percentage of the recurring fees paid or payable for the Service for that month (excluding taxes and one-time fees), based on the numbers below(Monthly Uptime Percentage - Service Credit (% of monthly EZConvert Cloud recurring fees)):

≥ 99.95% - 0%

99.50% - 99.94% -5%

99.00% - 99.49% - 10%

98.00% - 98.99% - 20%

< 98.00% - 30%(maximum)

5.2 Application of Service Credits.
Service Credits will be applied as a credit against the customer's next invoice for EZConvert Cloud. If there are no further invoices (for example, after termination), Service Credits will lapse and will not be paid out in cash, unless mandatory applicable law requires otherwise.

5.3 Cap on Service Credits.
The maximum aggregate Service Credit for any calendar month shall not exceed thirty percent (30%) of the recurring fees for EZConvert Cloud for that month.

5.4 Automatic calculation; cooperation.
EZT STUDIO may calculate and apply Service Credits based on its own monitoring data. EZT STUDIO may reasonably require the customer to provide incident details and logs to support investigation and validation of any claimed Downtime.

The customer shall notify EZT STUDIO in writing of any dispute regarding the calculation or application of a Service Credit within thirty (30) days after EZT STUDIO applies such credit or, if no credit is applied, within thirty (30) days after the end of the relevant calendar month. After that period, the calculation of the Service Credit for that month shall be deemed final.

The customer shall not withhold, delay, deduct, or offset any undisputed fees on the basis of any claimed or pending Service Credits.

5.5 Exclusive financial remedy.
Except to the extent that mandatory applicable law provides otherwise, the Service Credits described in this SLA are the customer's sole and exclusive financial remedy for any failure of EZConvert Cloud to meet the Availability Commitment.

For the avoidance of doubt, Service Credits in respect of a specific period of reduced availability may not be claimed or recovered twice (whether under this SLA, the Agreement, or otherwise) for the same unavailability.

5.6 No effect on liability cap.
Service Credits are price-adjustments and not damages. They do not increase, modify, or waive the limitation of liability agreed in the Agreement. Service Credits shall not count towards any liability cap, unless mandatory applicable law requires the opposite.

6. Chronic Failure - Termination Right

6.1 Chronic failure.
If the Monthly Uptime Percentage for the Service is below 99.0% in any two (2) calendar months within a rolling six (6) month period, the customer shall have the right to terminate its subscription to EZConvert Cloud for cause, without early termination penalties.

6.2 Notice and timing.
To exercise this right, the customer must give written notice to EZT STUDIO within thirty (30) days of the second month falling below 99.0%. Termination shall take effect thirty (30) days after EZT STUDIO's receipt of such notice, unless the parties agree otherwise in writing.

6.3 Fees on termination.
Upon such termination, the customer remains liable for all fees properly accrued up to the effective date of termination. Termination of EZConvert Cloud shall not automatically terminate licenses or subscriptions to other EZT STUDIO products, unless expressly agreed in the Agreement or the termination notice.

Termination for Chronic Failure shall not entitle the customer to any refund, rebate, or damages beyond any Service Credits already accrued for prior months.

7. Support and Incident Management

7.1 Support channels.
EZT STUDIO will provide technical support for EZConvert Cloud through the support channels specified on its website or in the Agreement (e.g., email, ticketing system, portal).

7.2 Severity levels and target response times.
EZT STUDIO will classify incidents at its reasonable discretion into the following severity levels:

• Severity 1 - Critical
  Complete outage of the Service for production workloads, with no reasonable workaround available.
  Target initial response time: within 1 hour during Business Hours.
• Severity 2 - High
  Severe degradation of core functionality with significant business impact and no reasonable workaround.
  Target initial response time: within 4 hours during Business Hours.
• Severity 3 - Medium
  Partial loss of functionality or performance degradation with a reasonable workaround.
  Target initial response time: within 1 business day.
• Severity 4 - Low
  Non-critical issues, cosmetic defects, general questions, and feature requests.
  Target initial response time: best effort.

7.3 Targets, not guarantees.
Response times in this Section 7 are commercial targets only and do not constitute warranties or guarantees. Failure to meet these response time targets does not in itself establish Downtime, nor does it give rise to Service Credits.

7.4 Escalation and Root Cause Analysis.
For Severity 1 and Severity 2 incidents, upon customer's written request, EZT STUDIO will provide a high-level Root Cause Analysis (RCA) within ten (10) business days after resolution, subject to reasonable confidentiality and security considerations.

8. Data Protection, Security and Sub-Processors

8.1 Data protection.
To the extent EZConvert Cloud processes personal data on behalf of the customer, the parties' respective rights and obligations regarding such processing are set out in a separate Data Processing Agreement (DPA) or similar document incorporated into or referenced by the Agreement. In case of conflict between this SLA and the DPA regarding data protection matters, the DPA shall prevail.

8.2 Sub-processors and hosting.
Customer acknowledges and agrees that EZT STUDIO may engage third parties (including cloud infrastructure providers such as Microsoft Azure) as sub-processors and infrastructure providers for hosting and operating EZConvert Cloud.

EZT STUDIO remains responsible for its sub-processors only to the extent required by mandatory applicable data protection law, and otherwise disclaims liability for independent acts or omissions of such sub-processors.

8.3 Security-related suspension.
Any temporary suspension or restriction of the Service reasonably necessary to:

• contain or mitigate a suspected or actual security incident;
• prevent or contain a suspected or actual data breach; or
• comply with applicable law, regulation or competent authority request
  shall not be treated as Downtime for the purposes of this SLA.

8.4 Customer obligations.
The customer is responsible for:

• safeguarding its API Keys and credentials;
• implementing appropriate access controls on its own systems; and
• promptly notifying EZT STUDIO of any suspected compromise of its credentials or misuse of the Service.

9. Relationship to Agreement; Limitation of Liability; Warranties

9.1 Relationship to Agreement.
Except as expressly set out in this SLA, all terms and conditions of the Agreement (including, without limitation, provisions on intellectual property, warranties, disclaimers, limitations of liability, and termination) remain in full force and effect.

9.2 Limitation of liability.
Nothing in this SLA is intended to increase or expand the liability of EZT STUDIO beyond the liability caps and limitations set out in the Agreement. Any liability of EZT STUDIO arising out of or in connection with this SLA is subject to those caps and limitations.

9.3 No additional warranties.
This SLA does not create any additional warranties or guarantees beyond those expressly stated in the Agreement. The Service is provided "as is" and "as available", subject to the Availability Commitment and remedies described in this SLA and any mandatory rights that may not be excluded under applicable law.

10. Governing Law and Jurisdiction

10.1 Governing law and forum.
This SLA shall be governed by, and construed in accordance with, the governing law specified in the Agreement, and any disputes arising out of or in connection with this SLA shall be subject to the jurisdiction and venue provisions of the Agreement.

10.2 Default rule (if not otherwise agreed).
If the Agreement does not specify a governing law or jurisdiction, then this SLA shall be governed by the laws of the Republic of Bulgaria, and the competent courts in Bulgaria shall have exclusive jurisdiction, without prejudice to any mandatory consumer or data protection rights that may apply under EU or US law.

11. Changes to this SLA

11.1 Updates.
EZT STUDIO may modify this SLA from time to time. Any material adverse changes will generally be made effective at the start of the next subscription term or renewal period, unless the parties agree otherwise in writing, and EZT STUDIO will use reasonable efforts to notify the customer in advance via email or through the customer portal.

11.2 No retroactive reduction of committed levels.
No change to this SLA will retroactively reduce the Availability Commitment or remove Service Credits already earned for a period prior to the effective date of such change.