This Service Level Agreement (“SLA”) is provided under and forms Exhibit A to Customer’s Master Subscription Agreement (or other, similarly titled agreement that governs Customer’s use of Coiled Cloud (“MSA”). Capitalized terms used in this SLA that are not defined herein are defined as set forth in the MSA, if applicable.
Service Level Commitment:
The Service will, subject to the exceptions listed below, be available at least 99% of the time during any full calendar month in Customer’s production environment (“Availability Commitment”). The Availability Commitments do not apply to beta and other test environments.
The Availability Commitment of the Service for a given month will be calculated as follows (rounded to the nearest one tenth of one percent):
Availability % = 100% x (Total Minutes in the Month – Total Minutes Unavailable in the Month) / Total Minutes in the Month
The Service will be deemed to be unavailable only if the Service does not respond to HTTPS requests, (“Unavailable”).
The Service will be deemed Unavailable for any downtime or outages relating to: (i) a Customer Outage Event, (ii) equipment, applications, interfaces, integrations, or systems not owned by Coiled, or service not offered by Coiled or (iii) a Force Majeure Event.
“Customer Outage Event” means a period of time in which Service is not available due to acts, omissions or requests of Customer, including without limitation (a) configuration changes in, or failures of, the Customer end of the network connection, (b) work performed by Coiled at Customer’s request, (c) Customer’s unavailability or untimely response to incidents that require its participation for source identification and/or resolution or (d) Customer’s failure to provide Okta with any requested physical or remote access to any Customer facilities, equipment or personnel.
Coiled may perform emergency maintenance for which Coiled will use commercially reasonable efforts to notify Customer at least twenty-four (24) hours in advance. For the avoidance of doubt, if the Service is Unavailable due to emergency maintenance, such Unavailability will be included in the Availability calculation.
Service Level Credits:
For each full calendar month in which Coiled fails to meet the Availability Commitment of at least 99% (a “Service Level Failure”), Customer shall receive a service level credit equal to an amount determined in accordance with this following schedule (“Service Level Credit”). The Service Level Credit shall be calculated as the applicable percentage outlined below multiplied by the portion of the applicable annual subscription fee paid by Customer for the Coiled Cloud portion of the subscription for the then current annual period divided by twelve (12):
Availability % Service Level Credit
97.5% – 98.99% 5%
95% – 97.49% 10%
< 95% 20%
Service Level Credits will be issued to the entity that Coiled invoices for annual subscriptions for Cloud Service, as a separate credit memo that can be applied towards fees payable for any subsequent annual subscription term for that Cloud Service. If Customer elects not to renew its annual subscription prior to the application of a Service Level Credit pursuant to the preceding sentence, Customer will have the option to receive up to one (1) month of Cloud Service following the termination of such annual term at no charge in lieu of such Service Level Credit. Customer will not be eligible to receive a Service Level Credit if Customer’s account is delinquent or if Customer’s subscription term is for less than twelve (12) months. The Service Level Credits stated herein are Customer’s sole and exclusive remedy (and Coiled’s sole liability) for any claims in connection with this Service Level Agreement.
Customer must notify Coiled via Coiled’s support team of any Cloud Service downtime within 72 hours of experiencing the downtime and must notify Coiled to claim any Service Credits by the end of the calendar month in which the downtime was experienced.