This Service Level Agreement (this “SLA”) is incorporated into the agreement between Provider and Customer referencing this SLA (the “Agreement”). Capitalized terms used but not defined in this SLA will be understood to have the meanings given to them in the Agreement.
1Definitions
“SLA-Covered Service” means a hosted, Internet-accessible Service expressly identified in the applicable Order as subject to this SLA. For clarity, professional services, content creation or publishing activities, data collection processes, batch pipelines, Customer Systems, Third-Party Platforms and other non-hosted or asynchronous services are not SLA-Covered Services unless expressly stated in the applicable Order.
“Downtime” means a period during which an SLA-Covered Service cannot be accessed over the Internet due to bugs in Provider-provided software or failures of Provider-managed infrastructure, except to the extent resulting in whole or in part from an Exception.
“Downtime Minutes” means, with respect to an SLA-Covered Service, in any given month, the total number of non-overlapping minute-long periods of uninterrupted Downtime of such Service in such month.
“Exception” means any of the following: (i) issues with Internet connectivity beyond Provider’s network demarcation point; (ii) failure, interruption, outage, or other problem with any software, hardware, system, network, or facility not supplied by Provider; (iii) downtime in connection with maintenance; (iv) Provider’s suspension of a Service in response to a security incident or malware; (v) issues involving or caused by a Third-Party Platform or AI Platform; or (vi) issues related to Trials and Betas.
“Monthly Uptime Percentage” means, with respect to an SLA-Covered Service, in any given month, a percentage calculated as follows: (i) (A) the Total Minutes for such month, minus (B) the Downtime Minutes for such Service in such month, divided by (ii) the Total Minutes for such month.
“Total Minutes” means, with respect to a month, the total number of non-overlapping minute-long periods in such month.
2Uptime Target
Provider will use commercially reasonable efforts to ensure that each SLA-Covered Service achieves a Monthly Uptime Percentage of 99.9% or greater (the “Uptime Target”).
3Service Credits
If Provider fails to satisfy the Uptime Target with respect to a month, then Customer’s sole and exclusive remedy will be to request a credit pursuant to the procedure set forth in Section 4 of this SLA (a “Service Credit”). The Service Credit for a month is equal to (a) the percentage set forth in the “Service Credit” column below corresponding to the Monthly Uptime Percentage for such month, multiplied by (b) the Fees corresponding to the affected Service(s) for such month:
| Monthly Uptime Percentage | Service Credit |
|---|---|
| Less than 99.9% but greater than or equal to 99.0% | 5% of monthly Fees |
| Less than 99.0% but greater than or equal to 95.0% | 7% of monthly Fees |
| Less than 95.0% | 10% of monthly Fees |
4Service Credit Requests
To be eligible to receive a Service Credit, Customer must submit a claim by sending an email to anton@thepromptgroup.com. The credit request must be received no later than 30 days after the end of the month in which the failure to meet the Uptime Target occurred and must include: (a) the words “Service Credit Request” in the subject line; (b) the date and time on which each instance of Downtime occurred; and (c) reasonable supporting evidence (e.g., logs or screenshots) demonstrating the Downtime. If Provider confirms that the Uptime Target was not satisfied in such month, then Provider will issue a Service Credit to Customer calculated in accordance with Section 3 of this SLA. Provider will apply each Service Credit to Customer’s next invoice if Customer’s account is fully paid up and there are no outstanding payment failures. Customer will not receive any refund for any unused Service Credits.