Eldarion Cloud Service Level Agreement (SLA)

During the Term of the Eldarion Cloud Terms of Service Agreement (the "Agreement"), the Covered Service will provide a Monthly Uptime Percentage to Customer of at least 99.5% (the "Service Level Objective" or "SLO"). If Eldarion does not meet the SLO, and if Customer meets its obligations under this SLA, Customer will be eligible to receive the Financial Credits described below.

This SLA states Customer's sole and exclusive remedy for any failure by Eldarion to meet the SLO. Capitalized terms used in this SLA, but not defined in this SLA, have the meaning set forth in the Agreement.

The following Definitions apply to the SLA:

"Covered Service" means: The Customer’s specific instance of Eldarion Cloud.

"Downtime" means:

Loss of external connectivity or access to the Customer’s application but does not include: Scheduled Downtime nor loss of connectivity or access due to customer-initiated actions;

"Downtime Period" means a period of five consecutive minutes of Downtime. Intermittent Downtime for a period of less than five minutes will not be counted towards any Downtime Periods.

"Financial Credit" means the following:

Monthly Uptime Percentage: Percentage of monthly bill for the respective Covered Service that does not meet SLO and that will be credited to Customer's future monthly bills

99.0% to < 99.5% 10%
95.0% to < 99.0% 25%
< 95.0% 50%

"Monthly Uptime Percentage" means total number of minutes in a month, minus the number of Downtime minutes suffered from all Downtime Periods in a month, divided by the total number of minutes in a month.

"Maintenance Window" means a period of time when Eldarion Cloud clusters are taken offline for maintenance tasks.

"Scheduled Downtime" means Downtime resulting from Eldarion performing maintenance on the Covered Service during a Maintenance Window.

Customer Must Request Financial Credit

In order to receive any of the Financial Credits described above, Customer must notify Eldarion technical support within 15 days from the time Customer becomes eligible to receive a Financial Credit. Eldarion must agree the Customer reported Down Time meets the conditions herein. If Customer does not comply with these requirements, Customer will forfeit its right to receive a Financial Credit. If a dispute arises with respect to this SLA, Eldarion will make a determination in good faith based on its system logs, monitoring reports, configuration records, and other available information, which Eldarion will make available for auditing by Customer at Customer's request.

Maximum Financial Credit

The maximum aggregate number of Financial Credits issued by Eldarion to Customer for all Downtime Periods in a single billing month will not exceed 50% of the amount due from Customer for the Covered Service for the applicable month. Financial Credits will be in the form of a monetary credit applied to future use of the Covered Service and will be applied within 60 days after the Financial Credit was requested.

SLA Exclusions

The SLA does not apply to any: (a) features designated Alpha or Beta, (b) features excluded from the SLA (as communicated to the Customer), or (c) errors: (i) caused by factors outside of Eldarion's reasonable control; (ii) that resulted from Customer's software or hardware or third party software or hardware, or both; (iii) that resulted from abuses or other behaviors that violate the Agreement.