Service Level Agreement: DataSeerTM SLA

Updated: May 5, 2022
  
Availability Objective: DataSeer Inc. (DSI) will provide 99.5% Availability (as defined below) for the Services within DSI’s Immediate Control. For purposes hereof, “Availability” or “Available” means the Services are available for access and properly functioning for use in accordance with the applicable Customer Order.
 

“Immediate Control” includes DSI’s network services within DSI’s controlled data center which extends to, includes and terminates at the Internet Service Provider (ISP) circuit termination point on the router in DSI’s controlled data center (i.e., public Internet connectivity).

 

Specifically excluded from the definition of “Immediate Control” are the following:
  1. Equipment, data, materials, software, hardware, services and/or facilities provided by or on behalf of Customer and Customer’s network services which allow the Customer to access the Services. These components are controlled by the Customer and their performance or failure to perform can impair or disrupt Customer’s connections to the Internet and the transmission of data.
  2. Equipment, data, advertisements, materials, software, hardware, services and/or facilities provided by third party vendors or service providers of Customer.
  3. Acts or omissions of Customer, its employees, contractors, agents or representatives, third party vendors or service providers of Customer or anyone gaining access to DSI’s controlled network at the request of Customer.
  4. Issues arising from bugs, outage or other problems in the software, firmware or hardware of third parties (e.g. Microsoft Azure).
  5. Delays or failures due to circumstances beyond DSI’s reasonable control that could not be avoided by its exercise of due care.
  6. Any outage, network unavailability or downtime outside the DSI controlled data center.
 
Availability Calculation: Availability is based on a monthly 7 day x 24 hour calculation. The calculation will be as follows: ((a – b) / a) x 100, where “a” is the total number of hours in a given calendar month, and “b” is the total number of hours that service is not Available in a given month. Specifically excluded from “b” in the calculation of the Availability measurement are (1) a service interruption caused by a security threat until such time as the security threat has been eliminated; (2) reasons of a force majeure event or events which are outside DSI’s Immediate Control as defined above; (3) use of unapproved or modified hardware or software by or on behalf of Customer; (4) issues arising from misuse of the Services by Customer or its agents, customers or third party contractors; and/or (5) service interruption caused by Scheduled Maintenance as described below.
 
Scheduled Maintenance: DSI endeavors to perform scheduled maintenance work within windows of time that minimally impact its customers. Customers will receive notice of any Scheduled Maintenance via DSI’s Status Page (at https://dataseer.statuspage.io/) or other suitable communications mechanism.
 
Remedies: The remedies stated in this Section are the Customer’s sole and exclusive remedies and DSI’s sole and exclusive obligations for service interruption. In the event that DSI is unable to provide the Availability objective noted below in any given calendar month, Customer will receive a credit on their next monthly invoice equal to the corresponding percentage noted below of one (1) month’s fees for the Services for the month in which the Availability objective was not obtained, which will not exceed 25% of the fees due to DSI for that calendar month.
Services AvailabilityCredit
Uptime of 99.5% - 100%No Credit
Uptime of 98.5% - 99.4%5%
Uptime of 97.5% - 98.4%10%
Uptime of 95.0% - 97.4%15%
Less than 95.0%25%
Customer’s right to receive credit(s) (“Service Credits”) will be Customer’s exclusive remedy for DSI’s failure to satisfy this Service Level Agreement. Remedies will not accrue (i.e., no Service Credits will be issued and an outage will not be considered unavailability for purposes of this Service Level Agreement) if Customer is not current in its payment obligations either when the outage occurs or when the credit would otherwise be issued. To receive Service Credits, Customer must submit a written request, within fifteen (15) days after the end of the month in which the Services was unavailable, or Customer’s right to receive Service Credits with respect to such unavailability will be waived. Where a force majeure event prevents full Availability for more than twenty (20) consecutive days in any six (6) month period, Customer’s sole remedy is to terminate the Agreement on thirty (30) day’s written notice to DSI. In such case, neither Party will be liable for penalties or damages arising out of a failure to perform under this Schedule.
  
Customer Support: Customer support for the Services can be reached through any of the following mechanisms:
 
Customer support is available from 8:00 a.m. CST to 5:00 p.m. CST Monday-Friday, excluding holidays observed by DSI and published each year upon request, for all support requests, and 24 hours, 7 days per week for Critical Priority requests. Company has structured a response plan to address such requests in an efficient and timely manner, addressing the most critical issues first. Cases will be opened upon receipt of request or identification of issue, and incidents will be routed and addressed according to the following:
Severity LevelError State DescriptionTarget Response TimeTarget Resolution Within
1 - Critical PriorityRenders the Services inoperative, or causes to fail catastrophically30 minutes4 Hours
2 - High PriorityAffects the operation the Services and materially degrades Customer’s use thereof2 Hours12 Hours
3 - Medium PriorityAffects the operation of the Services but does not materially degrade Customer’s use thereof24 Hours--
4 - Low PriorityCauses only a minor impact on the operation of the Services48 Hours--