CloudQuery, Inc. Cloud Service Level Agreement
This Cloud Service Level Agreement (“SLA”) sets forth the terms and conditions under which CloudQuery will provide service levels to Licensee and Users for its Cloud Platform, pursuant to the applicable Terms and Conditions in effect between CloudQuery and Licensee and/or Users (the “Terms”).
Definitions #
The following definitions will apply to this SLA. All capitalized terms not defined in this SLA will have the meaning given them in the Terms.
- Downtime means any time that the Cloud Platform is not available for access by Cloud Users.
- Excused Downtime means any Downtime that is caused by (i) Maintenance, (ii) Client’s or Cloud Users’ internal systems, telecommunications, internet, or network services, (iii) software, hardware, and services not controlled by CloudQuery (including but not limited to third-party services used to provide the Cloud Platform, such as DNS providers, and software or sites that are accessed or linked through the Cloud Platform), or (iv) any Force Majeure events or other matters beyond CloudQuery’s reasonable control.
- Maintenance means maintenance to the Cloud Platform: (i) that occurs during the time period that CloudQuery or its third-party service providers reserve for scheduled maintenance, which will be non-business hours (i.e. not during 9:00 a.m. to 6:00 p.m. Pacific Time, Monday through Friday, excluding those weekdays on which any federal holidays occurs in the United States) and will not exceed four (4) hours per month; and (ii) any additional maintenance for which CloudQuery provides Client with at least two (2) days advance notice.
- Uptime means any time that is not Downtime.
Service Availability #
Target Uptime Percentage #
CloudQuery will use commercially reasonable efforts to provide at least 99.5% Uptime in any calendar month (the “Target Uptime Percentage”).
Achieved Uptime Percentage #
Actual Uptime percentage for each calendar month will be the quotient, expressed as (i) the total minutes potentially available for Uptime for that month minus total minutes of Downtime (other than Excused Downtime), divided by (ii) the total minutes potentially available for Uptime for that month minus any minutes of Excused Downtime (the “Achieved Uptime Percentage”).
Right to Cancel #
- In the event that the Achieved Uptime Percentage is less than the Target Uptime Percentage in three consecutive calendar months (a “Triggering Event”), Client shall have the right to cancel the agreement (the “Cancellation Right”) by providing CloudQuery written notice of such cancellation (a “Cancellation Notice”) within 14 days after the last day of the calendar month in which the Triggering Event arose (the “Triggering Month”). If Client does not provide a Cancellation Notice within 14 days after the last day of the Triggering Month, the Cancellation Right arising with respect to the Triggering Event shall expire.
- Exercise of a Cancellation Right pursuant to this SLA will be Client’s sole and exclusive remedy, and the entire liability of CloudQuery, for any failure to achieve the Target Uptime Percentage or any breach of this SLA.
Error Priorities and Response Times #
Issues with the CloudQuery Platform are classified based on severity of the issues and the required resources needed to resolve them. CloudQuery will designate the severity and impact of the reported issue as defined below and will use commercially reasonable efforts to respond and commence working on the applicable issue in accordance with the time periods below.
Priority Definitions #
Target Response Times #
For issues that do not materially affect Cloud Platform and informational inquiries, CloudQuery will respond promptly during regular business hours.