SERVICE LEVEL AGREEMENT
Capitalized terms used in the SLA shall have the meaning ascribed to them herein or in the Terms, as appropriate. Unless otherwise provided herein, the SLA is subject to the provisions of the Terms. The SLA applies separately to each of our API’s.
The “Effective Date” of the SLA is June 2020.
In consideration of the mutual promises set forth below, the parties agree as follows:
Section 1. Definitions
1.1 "Maintenance" means scheduled Unavailability of the containerized services, as announced by us prior to the containerized services becoming Unavailable.
1.2 "Monthly Uptime Percentage" is calculated by subtracting from 100% the percentage of minutes during the month in which the API Services were Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.
1.3 "Service Credit" means a credit denominated in U.S. dollars, calculated as set forth below, that we may credit back to an eligible account.
1.4 "Unavailable" and "Unavailability" mean, for app services and databases, when your service or database is not running or not reachable due to FUEL’s fault. This excludes (a) containers that are unreachable or not running because the container's provisioned resources (RAM, CPU, disk, as applicable) are insufficient; and (b) members of a database cluster where the cluster as a whole is running and reachable.
Section 2. FUEL Service Commitment: 99.95% Uptime
2.1 Service Commitment. FUEL will use commercially reasonable efforts to make your API’s running in Dedicated Environments available with a Monthly Uptime Percentage of at least 99.95% during any monthly billing cycle (the "Service Commitment"). Subject to the SLA Exclusions, if we do not meet the Service Commitment, you will be eligible to receive a Service Credit.
2.2 99.95% Uptime. A Monthly Uptime Percentage of 99.95% means that we guarantee you will experience no more than 21.56 minimum/month of Unavailability.
Section 3. Service Credits
3.1 Service Credits. Service Credits are calculated as a percentage of the total charges due on your FUEL invoice for the monthly billing cycle in which the Unavailability occurred, applied proportionally to the Services that were Unavailable, in accordance with the schedule below:
For a Monthly Uptime Percentage less than 99.95% but equal to or greater than 99.0%, you will be eligible for a Service Credit of 10% of the charges attributable to the affected resources.
For a Monthly Uptime Percentage less than 99.0%, you will be eligible for a Service Credit of 30% of the charges attributable to the affected resources.
For example, if you have an app container that is Unavailable for 25 minutes, you would be eligible for a Service Credit for 10% of that container's usage for the month.
3.2 Applied Against Future Payments. We will apply any Service Credits only against future payments for the services otherwise due from you. At our discretion, we may issue the Service Credit to the credit card you used to pay for the billing cycle in which the Unavailability occurred. Service Credits will not entitle you to any refund or other payment from FUEL. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 U.S.). Service Credits may not be transferred or applied to any other account.
3.3 Sole Remedy. Unless otherwise provided in the Terms, your sole and exclusive remedy for any Unavailability, non-performance, or other failure by us to provide the services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA
Section 4. Credit Request and Payment Procedures
4.1 Credit Request. To receive a Service Credit, you must submit a claim by emailing email@example.com. To be eligible, the Service Credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:
the words "SLA Credit Request" in the Subject Line of your email; the dates and times of each Unavailability incident that you are claiming; the account handle(s); and logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).
Payment Procedures. If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.
Section 5. Exclusions
5.1 Exclusions. The Service Commitment does not apply to any Unavailability that results from a suspension to use or access the services, as described in the Terms. This Service Commitment does not apply to any Unavailability that is caused by or results from (i) factors outside of our reasonable control, including a Force Majeure event (as described in the Terms); (ii) problems beyond the demarcation point of the FUEL network; (iii) any actions or inactions of you or any third party; (iv) the equipment, software or other technology of you or any third party (other than third party equipment within our direct control); (v) failures of API Services not attributable to Unavailability; or (vi) any Maintenance.
5.2 Discretion. If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.
Section 6. General
6.1. Notice. All notices, demands, requests, consents, approvals or other communications (collectively, "Notices") required or permitted to be given hereunder or which are given with respect to the SLA will be confirmed by electronic delivery and
a. If to FUEL: At the following email address: firstname.lastname@example.org ("Notification Email Address") addressed to the CEO of FUEL;
b. If to users of the FUEL API Services. To the email address provided to FUEL on the Effective Date at the time of registration ("Licensee Notification Email Address"). Notice will be deemed given on the date and time stamp of the email.
6.2 Assignment. Neither party may assign this SLA or any right herein or delegate any duty hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld; however, either party will be entitled to assign, delegate or transfer this Agreement (in whole and not part) to any parent or subsidiary of or entity under its common control with such party or to any purchaser of all or a majority of such party's assets or a controlling interest in such party without approval of the other party. Any purported assignment or delegation in violation of this Section 6.1 shall be null and void.
6.3 Governing Law. This Agreement is made under and will be construed under the laws of the State of California without regard to the conflicts of laws provisions of those laws. The parties hereby submit to the jurisdiction of the state and federal courts located in Los Angeles County, California and agree that said courts have the sole and exclusive jurisdiction over any and all disputes and causes of action involving such party that arise out of or relate to the SLA.
6.4 Amendment. No amendments, modifications, or supplements to this SLA (including the content of any email correspondence) will be binding unless specifically agreed to in writing by FUEL.
6.5 Waiver. The waiver of any breach hereunder will not constitute the waiver of any other or subsequent breach.
6.6 Severability. If any term contained in the SLA is found to be invalid, illegal or unenforceable for any reason, the remainder of the provisions shall continue in full force and effect, and it is in the intent that a valid, legal and enforceable provision with the same intent and economic effect be substituted.
6.7 Headings. The descriptive headings of the several Sections of this SLA are inserted for convenience only and do not constitute a part of this SLA and will not affect the interpretation hereof.