This Service Level Agreement (“SLA”) is incorporated by reference into the agreement between WarpStream Labs, Inc. (“WarpStream”) and you (“Customer”) that references or links to this SLA and pursuant to which WarpStream grants Customer the right to access and use the Platform (the “Agreement”). Capitalized terms used and not defined in this SLA have the respective meanings assigned to them in the Agreement.
DEFINITIONS
“Available,” “Availability” and correlative capitalized terms means the Platform is available and operable for access and use over the Internet by Customer and its Users in material compliance with its applicable Documentation and the Agreement. The Platform is not Available only in the event of a material performance degradation with respect to, or any downtime, outage, or inoperability of, the Platform, in whole or in part.
“Exceptions” means any downtime, degradation, outages, or other periods of inoperability of the Platform to the extent arising from any of the following: (a) Customer’s or its Users’ misuse of the Platform or any other part of the Platform Offering; (b) failures of Customer’s or its Users’ Internet connectivity; (c) Internet or other network traffic problems (other than those that are solely caused by failures in networks controlled by WarpStream that are used to provide or otherwise make available the Platform); (d) Customer’s or its Users’ failure to meet any minimum hardware or software requirements set forth in the applicable Documentation or the Agreement; (e) any software, services, hardware, system, network, facility, or other technology not provided by WarpStream; (f) Scheduled Downtime; (g) periods of time during which WarpStream suspends Customer’s or its Users’ access to the Platform in accordance with the Agreement; or (h) circumstances beyond WarpStream’s reasonable control (including, without limitation, each of the following: (1) acts of God; (2) flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as pandemics, epidemics, health emergencies, or explosions; (3) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (4) government orders, Laws, or actions; embargoes or blockades; (5) national or regional emergency; (6) strikes, labor stoppages or slowdowns, or other industrial disturbances; (7) inability to obtain sufficient supplies, transportation, services, materials, technology, or any other product, service, government permits or licenses, or commodity required for the conduct of WarpStream’s business; and (8) any material change in or the adoption of any Law, or the enforcement thereof, that prevents, or alters WarpStream’s ability to perform its obligation under the Agreement).
“Scheduled Downtime” means any downtime, degradation, outages, or other periods of inoperability of the Platform during which the Platform is scheduled for maintenance (as further specified in Section 2.2).
“Service Period” means each calendar month during the applicable Subscription Term.
AVAILABILITY
Availability Requirement. WarpStream will use commercially reasonable efforts to make the Platform Available for at least ninety-nine and ninety-nine hundredths percent(99.99%) of the time as measured over the course of each Service Period (“Availability Requirement”). Any downtime, degradation, outages, or other periods of inoperability of the Platform to the extent arising from one or more Exceptions will not be included for purposes of calculating Availability or Service Credits (as defined in Section 3.2).
Scheduled Downtime. WarpStream will use commercially reasonable efforts to notify Customer at least fourteen (14) days in advance of any Scheduled Downtime, but WarpStream will be under no obligation to notify Users of any such Scheduled Downtime.
SERVICE CREDITS
Reporting. In order to be eligible for Service Credits, Customer must notify WarpStream of any downtime, degradation, outages, or other periods of inoperability of the Platform within fourteen (14) days of the date it first experiences any such period of inoperability (“Credit Window”).
Credits. In the event of any failure of the Platform to satisfy the Availability Requirement during an applicable Service Period (except to the extent arising from one or more Exceptions), WarpStream will issue a credit to Customer in the amounts set forth in Table 1 below based on the percentage of time that the Platform was Available during the applicable Service Period (each a “Service Credit”); provided that Customer notifies WarpStream of any such failure within the Credit Window. Any Service Credit due to Customer will be automatically credited against, and will be automatically applied towards, any Fees due to WarpStream under the immediately following invoice submitted by WarpStream to Customer. Service Credits may not be exchanged for, or converted to, monetary amounts or other forms of consideration. This Section 3.2 sets forth WarpStream’s sole obligation and liability, and Customer’s sole remedy, for any failure of the Platform to satisfy the Availability Requirement.