This Service Level Agreement (the “SLA”) sets forth the parties’ service level obligations with respect to the Subscription Services provided by Crunch Cloud Analytics, LLC (“Crunch”) to [insert customer name] (“Customer”) pursuant to the Order Form(s) and Agreement by and between Crunch and Customer dated as of [insert effective date]. Unless otherwise defined in this SLA, capitalized terms used herein will have the meanings ascribed to them in the Agreement or Order Form.
1.- Interpretation and Scope. To the extent of any conflict or inconsistency between the terms of this SLA and those of the Agreement, the terms of this SLA will control. Matters covered under this SLA include the following:
2.- Service Levels and Credits. At all times Supplier’s level of performance will be at least consistent with industry standards and meet the specific service and performance levels in this Schedule 100% of the time (“Service Levels”).
1.- Should the Subscription Services in a given month of the Subscription Term not conform to the Service Levels specified in this SLA, Crunch shall issue Customer a service credit (“Service Credit”) in accordance with the schedule below, with the credit being calculated based on the fees for the month of the affected Subscription Services.
2.- To receive a Service Credit, Customer shall submit a request to Crunch in writing/email. Each request shall include the following information: (a) Customer’s name and contact information; (b) date and beginning and end time(s) of missed Service Levels; (c) a brief description of the characteristics of the missed Service Levels; (d) and the amount of the Service Credit owed. Each Service Credit will be issued as a refund to Customer within thirty (30) days after Crunch’s receipt of Customer’s credit request.
3.- Service Availability. The Subscription Service will be available at least 99.5% of the time each month, excusing only:
1.- scheduled downtime occurring during any maintenance window. Crunch maintains a standing scheduled maintenance window from 0000 to 0800 UTC every weekday morning. Crunch may schedule additional Scheduled Downtimes outside of the standing scheduled maintenance window by providing an announcement on our status page (RSS feed available) at least 8 hours in advance.
2.- any unavailability caused by circumstances beyond Crunch’s reasonable control, including without limitation, criminal activity, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or the unavailability or modification by third parties of third party offerings required to provide Subscription Services.
3.- any unavailability in features that are pre-release, or are not otherwise generally available, including streaming datasets.
The service availability calculation will be measured on a calendar month basis, shall exclude Excused Downtime from the calculation, and shall be made by dividing the total number of minutes in a month in which the service was unavailable to more than 75% of users, by the total number of minutes in a month and converting the result to a percentage. If the Service Availability level for a given month should fall below the 99.5% threshold, then this shall be considered a Service Level Failure and the following Service Credits shall apply:
| Service Availability | Service Credit |
|---|---|
| 98% - 99.5% | [10%] of the fees for the month (1/12 of the annual SaaS price) during which the failure occurred |
| 95% - 97.99% | [20%] of the fees for the month (1/12 of the annual SaaS price) during which the failure occurred |
| 94.99% and below | [30%] of the fees for the month (1/12 of the annual SaaS price) during which the failure occurred |
4.- Performance Standards.
1.- Response Time. Crunch’s Project Management Team will respond to all Customer inquiries, issues, or complaints within two (2) business days. If Crunch fails to meet this performance metric three times within a 30-day period, then this shall be considered a Service Level Failure which shall initiate a Service Credit of [5%] of the fees for the month during which the failure occurred shall be owed to Customer.
2.- Data Accuracy/Quality Issues. Crunch will notify Customer within two (2) days of the discovery of the incident and Crunch will keep the case active until resolution of the issue. If Crunch fails to meet this performance metric, then this shall be considered a Service Level Failure which shall initiate a Service Credit of [5%] of the fees for the month during which the failure occurred shall be owed to Customer.
3.- Data Breaches Crunch will notify Customers within (3) business days of the discovery of data breaches.
4.- Law Enforcement Crunch will comply with any legal subpoena for customer data and will notify the customer within (3) business days unless legally obligated not to.
5.- Service Level Failures. Crunch acknowledges that its failure to meet one or more Service Levels shall have a material adverse effect on the business and operations of Customer. Accordingly, notwithstanding anything contained herein to the contrary and without limiting Customer’s rights to receive Service Credits above or any other right or remedy which may be available hereunder, in the event
1.- three (3) or more Service Level Failures occur during any consecutive 12 month period; or
2.- if any single Service Level Failure persists for more than three business days
then, Customer may (reserving cumulatively all other remedies and rights under the Agreement and at law and in equity) immediately terminate the Agreement, in whole or in part, upon notice to Crunch, without obligation or liability of any kind, and Customer shall be entitled to a pro rata portion of any annual SaaS fees paid to Crunch in advance.