Updated March 14, 2023
This Service Level Agreement (this “SLA”) sets forth certain maintenance and support policies and procedures with respect to the Service provided by ConduitXYZ, Inc. (“Conduit”) to a customer (“Customer”) pursuant to a separate agreement between Conduit and Customer that incorporates this SLA by reference (each a “Customer Agreement”). Capitalized terms not defined in this SLA have the meanings given them in the Customer Agreement.
As further described below, Conduit will use commercially reasonable efforts to: (i) provide Customer with basic customer support via Conduit’s standard support channels during Conduit’s normal business hours (Monday-Friday, 8:00am – 6:00pm Pacific); and (ii) ensure that the Monthly Availability Percentage of the Service is at least 99.8%.
“Downtime” means a time period during which the Service is unavailable for use by Customer due to reasons within Conduit’s reasonable control. For clarity, Downtime does not include time periods when the Service is unavailable due to Customer’s negligence, a hardware or software malfunction caused by Customer or any third party, or other causes beyond the reasonable control of Conduit such as, by way of example and without limitation, downtime or performance issues resulting from third-party connections, services or utilities or other reason beyond Conduit’s control (including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Conduit’s representatives), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Conduit’s possession or reasonable control, and denial of service attacks.
“Emergency Downtime” means Downtime due to a short-term emergency condition and that: (i) lasts for fewer than three (3) hours; and (ii) occurs no more often than one (1) time per calendar quarter.
“Error” means a failure of the Service to conform to the specifications set forth in the Documentation that results in an inability to use, or a material restriction in the use of, the Service.
“Excused Downtime” means any Downtime that is Maintenance Downtime or Emergency Downtime, or Downtime that results from Conduit’s blocking of data communications or other services in accordance with Conduit’s standard policies.
“Maintenance Downtime” means Downtime for maintenance or backup purposes; provided that: (i) Customer is notified of the Downtime at least twenty-four (24) hours in advance; and (ii) Maintenance Downtime will not exceed three (3) hours per calendar quarter.
“Monthly Availability Percentage” means the percentage of time over the course of each calendar month that the Service is available for use by Customer, excluding Excused Downtime.
With respect to Errors identified by Customer during the term of the Customer Agreement, Conduit will use commercially reasonable efforts to provide Customer with basic customer support via Conduit’s standard support channels during Conduit’s normal business hours (Monday-Friday, 8:00am – 6:00pm Pacific). Any other support services are outside of the scope of this SLA and must be separately agreed in writing by Customer and Conduit.
Conduit’s obligation to provide such support is conditioned on the following: (i) Customer has made reasonable efforts to solve the Error after consulting with Conduit; (ii) Customer has provided Conduit with sufficient information and resources to correct the Error, as well as access to the personnel, hardware, and any additional software involved in discovering the Error; and (iii) Customer has properly procured, installed, and maintained all software, hardware, communication interfaces, and other components necessary for Customer to use the Service.
Conduit will use commercially reasonable efforts to ensure that the Monthly Availability Percentage for the Service is at least 99%.
The Monthly Availability Percentage will be measured on a monthly basis, with all hours weighted equally (except for Excused Downtime). If the Service becomes unavailable to Customer, Conduit will use commercially reasonable efforts to respond to Customer (i) within eight (8) hours from the time at which Conduit receives notice of an Error from Customer through Conduit’s standard support channels, if during Conduit’s normal business hours (Monday-Friday, 8:00am – 6:00pm Pacific), or (ii) within eight (8) hours of the start of the next business day, if outside of normal business hours.
If the Service does not meet the Monthly Availability Percentage for a given month, then, as Customer’s sole and exclusive remedy (and Conduit’s sole liability), Conduit will provide Customer a “Service Credit” for the subsequent Service billing cycle as follows:
For purposes of clarity, the downtime credit percentages identified in the table above are calculated solely against the fixed subscription fees identified in the Order Form and are not calculated against any usage-based or other variable fees, such as infrastructure charges and charges relating to the deployment, setup, operation, and maintenance of on-chain components.
In order to receive downtime credit, Customer must notify Conduit support within seventy-two (72) hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. All credits provided hereunder are nonrefundable. If Customer elects not to renew the Customer Agreement, such that the above credit cannot be applied, Customer will have the option to receive up to one free month of Service as its sole remedy in lieu of such credit.
