Service Level Agreement
This Service Level Agreement (this “SLA”) is incorporated into the agreement between Sycamore and Customer referencing this SLA (the “Agreement”). Capitalized terms used but not defined in this SLA will be understood to have the meanings given to them in the Agreement.
1. Definitions
1.1 “Downtime” means a period during which Products cannot be accessed over the internet due to bugs in Sycamore-provided software or failures of Sycamore-managed infrastructure, except to the extent resulting in whole or in part from an Exception.
1.2 “Downtime Minutes” means, with respect to Products and a given month, the total number of non-overlapping minute-long periods of uninterrupted Downtime of such Products in such month.
1.3 “Exception” means any of the following: (i) issues with internet connectivity beyond Sycamore’s network demarcation point; (ii) failure, interruption, outage, or other problem with any software, hardware, system, network, or facility not supplied by Sycamore, including those caused by Customer and Force Majeure events; (iii) downtime in connection with maintenance; (iv) Sycamore suspension of Products in response to a security incident or malware; (v) issues involving or caused by a Third-Party Platform or AI Platform; or (vi) issues related to Trials and Betas.
1.4 “Monthly Uptime Percentage” means, with respect to Products and a given month, a percentage calculated as follows: (i) (A) the Total Minutes for such month, minus (B) the Downtime Minutes for such Products in such month, divided by (ii) the Total Minutes for such month.
1.5 “Total Minutes” means, with respect to a month, the total number of non-overlapping minute-long periods in such month.
2. Uptime Target
Sycamore will use commercially reasonable efforts to ensure that the Products achieve a Monthly Uptime Percentage of 99.0% or greater (the “Uptime Target”). For clarity, this Uptime Target only applies to the Products, and does not apply to Output.