Contents

Service Level Agreement

The Service Level Agreement set forth in this Exhibit B (this “SLA”) applies only to the specific features of the applicable Purchased Service set forth in the table below (each, a “Purchased Service Feature”).

Purchased Service Purchased Service Feature Availability Measurement
Console Log-in For each 5-minute interval as the percentage of attempts taken to log into the Console, that does not fail with an Error. If Customer did not make any Log-in attempts in a given 5-minute interval, that interval is assumed to be 100% available.
DevOps Project Decomposition For each 5-minute interval as the percentage of attempts taken to decompose a project, that does not fail with an Error. If Customer did not make any project decomposition attempts in a given 5-minute interval, that interval is assumed to be 100% available.
DevOps Project Recomposition (“Build-job”) For each 5-minute interval as the percentage of attempts taken to recompose (build) a project, that does not fail with an Error. If Customer did not make any project recomposition attempts in a given 5-minute interval, that interval is assumed to be 100% available.
TechOps PLC Twin Gateway/PLC Connectivity For each 5-minute interval as the percentage of attempts taken to ping a Gateway/PLC, that does not fail with an Error. If Customer did not make any ping attempts in a given 5-minute interval, that interval is assumed to be 100% available.
TechOps PLC Twin Project Deploy For each 5-minute interval as the percentage of attempts taken to recompose deploy a project to a PLC, that does not fail with an Error. If Customer did not make any project deployment attempts in a given 5-minute interval, that interval is assumed to be 100% available.
TechOps IDE-as-a-Service IDE Streaming For each 5-minute interval as the percentage of attempts taken to initiate IDE-as-a-Service, that does not fail with an Error. If Customer did not make any attempts to initiate IDE-as-a-Service in a given 5-minute interval, that interval is assumed to be 100% available.

 

As used above, the term “Error” means a reproduceable and documented error that causes the Purchased Service Feature to be unavailable or to operate in accordance with the Documentation.

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 [email protected]. 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.