The Service Standards provided below are the service level agreements (“SLA”) provided by Kentik Technologies, Inc. (“Kentik”) to Customer during the term of the Master Services Agreement or other service agreement between Customer and Kentik (the “Agreement”).
1. Definitions. The following definitions apply to this SLA.
1.1 “Actual Unavailability” means the percentage of Maximum Availability during the monthly billing cycle in which the Service was Unavailable (i.e., cumulative minutes of Unavailability during such month divided by Maximum Availability).
1.2 “Emergency Maintenance” means any maintenance required as a result of conditions beyond Kentik’s reasonable control. Emergency Maintenance may occur at any time, as Kentik deems necessary.
1.3 “Exclusion” means any period in which the Service is Unavailable, inoperable, suspended, terminated or otherwise disrupted as a result of any of the following:
(a) outages or degradation of performance to any public internet backbones, networks or servers
(b) any failures of, or problems caused by, Customer’s equipment, software, technology, systems or local access services.
(c) periods of Scheduled Maintenance or Emergency Maintenance activities
(d) lack of availability or untimely response time from Customer to respond to incidents that require its participation for source identification and/or resolution
(e) any failures of, or problems caused by, any third party and/or third party equipment, software hardware or other technology (other than third party equipment within Kentik’s direct control) or third party actions or inactions
(f) any voluntary actions or inactions from Customer or any third party, including any work performed at Customer request (for example additional technical assistance) or other activities that Customer directs
(g) events beyond Kentik’s control, such as changes resulting from government, political, or other regulatory actions or court orders, strikes, riots, labor disputes, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, acts of or against third parties (including third party carriers or other vendors), or any other force majeure events
(h) suspension or termination of the Service by Kentik as authorized pursuant to the Agreement
(i) problems due to Customer’s failure to implement changes in equipment or software reasonably recommended by Kentik in writing to Customer as essential to maintaining service levels following a Customer directed change in the operating environment.
1.4 “Maximum Availability” means the total number of minutes in the calendar month, e.g. 43,200 minutes in the month of September.
1.5 “Monthly Fees” means the applicable fee payable to Kentik for the Service under the Agreement allocated to the month in which the Service Commitment is not met, as described on the applicable Schedule.
1.6 “Monthly Uptime Percentage” is calculated by subtracting Actual Unavailability from 100%, other than any Unavailability resulting directly or indirectly from an Exclusion. If Customer’s subscription to the Service is only over a partial month, it is assumed that the Service was Available during the portion of the month in which Customer was not subscribed to the Service.
1.7 “Scheduled Maintenance” means the period of time where Kentik performs scheduled maintenance making commercially reasonable efforts to schedule outages for essential maintenance and updating to occur on weekends and/or off hours. Kentik reserves the right to extend or change the times of the Scheduled Maintenance.
1.8 “Service Commitment” is defined in Section 3 below.
1.9 “Unavailable” means the Service is not available and/or providing the following capabilities to the Client:
(1) Access to Portal
(2) Collection of Client Data
(3) Ability to Query Client Data
(4) Alert Notifications
(5) Availability of API
2. Maintenance Notifications. All maintenance notifications will be sent to all of Customer’s email addresses with User Accounts on the Kentik system. It is Customer’s sole responsibility to ensure the provided email address is current and fully functional. Kentik will use commercially reasonable efforts to notify Customer at least one (1) business day before any Scheduled Maintenance and thirty minutes before any Emergency Maintenance is performed on its systems, if the maintenance is reasonably expected to cause any Service degradation or Service availability problem for Customer.
3. Service Commitment. Subject to the terms and conditions of this Service Standards document and the Agreement, Kentik will use commercially reasonable efforts to provide the Service at a Monthly Uptime Percentage of 100% each calendar month during the term of the Agreement (“Service Commitment”).
4. Service Credits. If Kentik fails to meet the Service Commitment in any month during the term of the Agreement, then Customer may be eligible to receive a service credit of one day of Monthly Fees for each hour of downtime up to half of the Monthly Fees in a given month.
5. Service Credit Process.
5.1 If, during a calendar month during the term of the Agreement, the Service does not meet the Service Commitment, Customer may be eligible to receive a Service Credit, provided that Customer (a) sends a notice to billing@Kentik.com within 10 days from the end of the month in which the Service Commitment is not met, and (b) provides such details regarding the failure to meet the Service Commitment as reasonably requested by Kentik. Customer’s failure to notify Kentik within this time period, or to provide such information, will result in loss of Customer’s eligibility for any Service Credit associated with the failure to meet the Service Commitment.
5.2 If, upon Customer’s notice pursuant to Section 5.1 above, Kentik confirms that the Monthly Uptime Percentage is less than the Service Commitment, Kentik will apply the applicable Service Credit against the next invoice issued to Customer by Kentik.
6. Customer Problems. Customers experiencing technical issues or with technical questions must first verify that problems experienced are caused by the Service, to Kentik’s reasonable confirmation.
7. Exclusive Remedies. The remedies set forth in this Services Standards document set forth Customer’s sole and exclusive remedies, and Kentik’s sole and exclusive liabilities, in the event of any failure to meet the Service Commitment or any other outage, disruption or other degradation of, or problems with the Service. Service Credits will not entitle Customer to any refund or other payment from Kentik. For the avoidance of doubt, the Service Credit made available to Customer hereunder for any failure to meet the Service Commitment constitutes the sole financial obligations of Kentik with respect to such failure. Customer is not entitled to any other credits, refunds or other remuneration of any kind from Kentik with respect to any failure to meet the Service Commitment or any other outage, disruption or other degradation of the Service, even if otherwise provided for in the Agreement, including but not limited to with respect to support and maintenance.
8. Modifications. Kentik reserves the right to modify the terms of this Services Standards document and the listed SLAs at any time as applicable generally to its customers of the Service. Kentik will use commercially reasonable efforts to notify Customer of any material changes.