Exhibit B
Updated: August 1, 2024
“Downtime” means the time that the Service is unavailable. Downtime can either be Excused Downtime or Unexcused Downtime.
“Downtime Percentage” equals the result obtained by subtracting the Service Availability Percentage from the Service Level Agreement.
“Excused Downtime” is downtime due to any of the causes listed below:
- Downtime due to failure of the Internet or Customer’s network, or downtime resulting from third party software hosted by the Customer, or downtime resulting from applications, customizations, integrations or configurations developed for or by Customer that are running on or interacting with Service.
- Planned maintenance or downtime, for which Software Defined Automation (SDA) provides Customer advance notification.
- Emergency maintenance or downtime for which SDA will make commercially reasonable efforts to provide Customer advance notification.
- Downtime due to any equipment, software or other technology not provided by SDA.
- Downtime resulting from a Customer disabling the Service in the case of a Service where the customer can enable or disable the Service or user access.
- Downtime due to suspension or termination of Cloud Services in accordance with the Agreement.
- Force majeure events.
“Service Level Agreement” means 98% availability unless the Offering Specific Addendum specifies a different Service Level Agreement. “Availability” means the ability to connect to and execute SDA Services, login and manage Users.
“Unexcused Downtime” is Downtime that is not Excused Downtime.
“Non-Commercial Uses” is a User that is using the product for no cost or using such as Trials, no-cost Proof of Concept activities or other engagements OR users that are using Beta, pre-release or not officially released features of the product.
1. Service Availability
SDA commits to service availability, excluding Excused Downtime, for the production Service that meets or exceeds the Service Level Target, measured on a monthly basis.
2. Testing and Calculation
Service availability is measured by accessing the Service URL every 5 minutes and the pass/fail result is captured for use calculating service availability.
A Customer’s service availability is calculated monthly using the formula:
3. Exclusions
The service availability commitment is only applicable to production Services; it does not apply to any free or trial environments. The commitment is provided to Customers who are compliant with this Agreement and does not apply to:
- Customers who are late in payment of fees to SDA under this Agreement, or
- Customers using the product in Non-Commercial Uses, or
- any Third-Party Applications within or connected to the Service.
4. Reports for Service Availability
SDA will make available to Customers a report of availability for the prior month(s).
5. Credits
SDA’s entire liability and Customer’s exclusive remedy for any breach by SDA of the above service availability obligation shall be to credit to Customer a portion of its fees for the month during which such breach of obligation occurred, which credit shall be equal to the applicable SaaS subscription fees for such month multiplied by the Downtime Percentage.
Such credit will be applied against any outstanding or future fees due for the applicable SaaS subscription during the then-current Service Period Claims under this SLA .
Customer must submit to SDA a support case within ten business days after the report is made available, in which SDA did not meet the SLA. To receive Service Credits, Customer must submit a support case via customer portal at https://softwaredefinedautomation.atlassian.net/servicedesk/customer/portals. If Customer fails to timely make a written request for a credit under this provision, no credit shall be due to Customer.
With each request, it is required you provide:
- date/time/time zone
- duration of outage
- SDA service
- user attempting to use SDA service
- any sort of evidence of outage w/ sensitive or proletary information redacted/removed
If the request for such Service Credit is validated by SDA, acting reasonably and in good faith, SDA will apply the Service Credit to Customer’s subsequent monthly billing cycle. Customer’s failure to comply with any of the above requirements will disqualify such Service Credit request.
Service Commitment
SDA will use commercially reasonable efforts to make each Purchased Service Feature available with a monthly uptime percentage (calculated as the average of the Availability for all 5-minute intervals in a monthly billing cycle, excluding any Exclusions described below) (“Monthly Uptime Percentage”) during any monthly billing cycle, of at least 99.00% (the “Service Commitment”). In the event that SDA fails to achieve the Service Commitment for any Purchased Service Feature, Customer will be eligible to receive a Service Credit as described below.
Service Credits
“Service Credits” are monetary credits that are calculated as a percentage of the total charges paid by Customer for the applicable Purchased Service for the monthly billing cycle in which the Monthly Uptime Percentage fell within the ranges set forth in the table below:
| Monthly Uptime Percentage | Service Credit Percentage |
| Less than 99.00% but greater than or equal to 97.00% | 10% |
| Less than 97.0% but greater than or equal to 95.00% | 25% |
| Less than 95.00% | 50% |
SDA will apply any valid Service Credits only against future payments due from Customer. At SDA’s discretion and if applicable, SDA may issue Service Credits to the credit card Customer used to pay for the affected Purchased Service. Service Credits will not entitle Customer to any refund or other payment from SDA. Service Credits will be applicable and issued only if the Service Credit amount for the applicable monthly billing cycle is greater than one dollar ($1.00 USD). Service Credits may not be transferred to any third parties. Customer’s sole and exclusive remedy for SDA’s failure to achieve the Service Commitment is the receipt of Service Credits (if eligible) in accordance with the terms of this SLA.
Credit Request and Payment Procedures
To receive Service Credits, Customer must submit a request via email to support@softwaredefinedautomation.io. To be eligible to receive a Service Credit, the request must be received by SDA within thirty (30) days after the end of the applicable monthly billing cycle in which the failure occurred. Each such request must include:
(i) the words “SLA Credit Request” in the subject line;
(ii) the monthly billing cycle for which Customer is requesting the Service Credit, together with the Monthly Uptime Percentage for such monthly billing cycle and the specific dates and times during which Customer alleges that a failure to achieve the applicable Service Commitment occurred;
(iii) a copy of Customer’s logs that evidence such failure (any confidential or sensitive information in these logs should be removed or redacted).
If the request for such Service Credit is validated by SDA, acting reasonably and in good faith, SDA will apply the Service Credit to Customer’s subsequent monthly billing cycle. Customer’s failure to comply with any of the above requirements will disqualify such Service Credit request.
Exclusions
Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any issues: (i) caused by factors outside of SDA’s reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the network from which the Purchased Services are provided; (ii) arising from Customer’s failure to comply with this Agreement or the applicable Documentation; (iii) arising from Customer’s or any of its service providers’ equipment, software or other technology; (iv) arising from our suspension or termination of Customer’s right to use the applicable Purchased Services in accordance with this Agreement; or (v) occurring during scheduled maintenance windows for which SDA has provided Customer with reasonable advance notice.