TEHAMA PLATFORM SERVICE LEVEL AGREEMENT

This Tehama Platform Service Level Agreement (“SLA”) is a policy governing the use of the Tehama Service Delivery Platform (“Platform”) under the terms of service outlined at https://app.tehama.io/policies (“Agreement”) between The Pythian Group Inc. (“Pythian”, “us” or “we”) and Organizations of the Tehama Platform who are customers in good standing (“you”) for the Tehama Platform. This SLA is subject to the terms of the Agreement and capitalized terms used and not expressly defined in this SLA will have the meaning specified in the Agreement. We reserve the right to change the terms of this SLA upon posting an updated version of the SLA at the following website https://app.tehama.io/policies/sla/ or as otherwise permitted under the Agreement.

Definitions

Service Month” is any complete calendar month in which you are eligible for this SLA.

Monthly Uptime Percentage” is calculated by subtracting from 100%, the percentage of minutes during the Service Month in which the Platform was Unavailable. Any downtime occurring prior to a successful SLA Credit claim cannot be used for future claims. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion (defined below).

Unavailable” means that the Platform has no connectivity to existing Tehama Rooms or does not allow you to access the work environment contained within a Tehama Room during a fifteen-minute period and you are unable to connect to and use the Platform for your intended purposes during that time.

Eligible Credit Period” means a single month and refers to the monthly billing cycle in which the most recent Unavailable event occurred.

“SLA Credit” means a US dollar credit, calculated as set forth below, that Tehama may credit back to an eligible Tehama Service Account.

“SLA Exclusions” means circumstances not covered by the SLA Commitment.

Service Commitment and SLA Credits

The Service Commitment and SLA Credits are extended to all Organizations of the Platform who have accepted the Organization Terms of Service and with respect of use by Users who have accepted the User Terms.

Tehama will use commercially reasonable efforts to make the Platform available with a Monthly Uptime Percentage of at least 99.50% during each Service Month. In the event Tehama does not meet the Monthly Uptime Percentage commitment, subject to the SLA Exclusions described below, subscribing Organizations in good standing will be eligible to receive an SLA Credit as described below.

If the Monthly Uptime Percentage for an Organization drops below 99.50% for the Service Month, that Organization is eligible to receive an SLA Credit equal to 10% of the regular monthly recurring Fees for use of the Platform during the Eligible Credit Period. Under no circumstances will the SLA Credit be applied to any Tehama charges that month for one-time integration fees and for any consulting, training, or other professional services whether billed by Tehama or a third party.

If you believe that your Monthly Uptime Percentage in the prior calendar month was below 99.50%, you may submit a request for an SLA Credit in accordance with the Credit Request and Payment Procedures specified below.

We will apply any SLA Credits only against future payments otherwise due from you to Tehama. SLA Credits shall not entitle you to any cash refund or other payment from Tehama. SLA Credits may not be transferred, redeemed, or applied to any other account. Your sole and exclusive remedy for any unavailability or non-performance of the Platform, or any other failure by Tehama to make available the Platform or provide any related services, is the receipt of an SLA Credit in accordance with the terms of this SLA.

Credit Request and Payment Procedures

To receive an SLA Credit, you must submit a request by sending an e-mail message to support@tehama.io. To be eligible, the SLA Credit request must (i) include your Tehama Service Account number in the subject of the e-mail message; (ii) include, in the body of the e-mail, the dates and times of each incident you experienced in which the Platform was Unavailable; (iii) include your server request logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks); and (iv) be received by Tehama in the calendar month immediately following the calendar month for which you seek an SLA Credit. If the Monthly Uptime Percentage in such request is confirmed by us and is less than 99.50% for the Service Month, then we will issue the SLA Credit to you within one billing cycle following the month in which the request was received. Your failure to include in your request the information required above or to provide us with all other information as we may require to assess your request within the deadlines set forth above or otherwise specified by us will disqualify you from receiving an SLA Credit.

SLA Exclusions

The Service Commitment SLA Credits are not offered to Organizations using the Platform during a Trial period.

The Service Commitment does not apply to any unavailability or inaccessibility of the Platform or any Platform performance issues:

(a) that result from scheduled maintenance of which Pythian has provided advance notice to the designated administrative contact for your Service Account, up to a maximum of ten (10) hours in any calendar month;
(b) caused by factors outside of our reasonable control, including any force majeure event or Internet access failure or related problems beyond the demarcation point of the Platform. This includes, but is not limited to: (i) all networking access and equipment within the Organization premise and the health and proper functioning of the Tehama Gateway, and (ii) the unavailability of Amazon Web Services infrastructure; (iii) failures of the Internet backbone itself and the network by which an individual User connects to the Internet backbone or any other network unavailability outside of the Platform, such as misconfigurations, proxies or firewalls, or misconfigurations of the firewall in the Tehama Room;
(c) that result from any actions or inactions of you or any third party;
(d) that result from your equipment, software or other technology and/or any third-party equipment, software or other technology other than third party equipment within our direct management and control;
(e) arising from our suspension or termination of your right to use the Platform in accordance with the Agreement.