This Service Level Addendum (“SLA”) is made a part of and incorporated by reference into the MSA between Astronomer, Inc. (“Astronomer”) and Customer and sets forth the terms on which Astronomer offers SLAs for the Software Service as further specified below. For clarity, terms not defined in this SLA shall have the meaning ascribed to them in the Order Form or MSA. The SLA below does not apply to Astronomer Downloadable Software, Support, or Professional Services.
a. “Downtime” means the amount of time where applicable Customer specific Astro Control Plane hitting API end point is not available due to a service outage. ** ** Downtime will not include Maintenance or Emergency Downtime.
b. “Emergency Downtime” means any critical emergency determined by Astronomer where Astronomer discovers a vulnerability in the Hosted Service that is reasonably likely to have a broad material impact on the Service. During Emergency Downtime, Astronomer will make the Hosted Service unavailable to correct the vulnerability, and then promptly restore the availability of the Service.
c. “Maintenance Downtime” means such time as the Hosted Service is offline for maintenance or backup purposes, provided that notice is provided to Customer at least twenty-four (24) hours in advance.
f. “Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime, excluding Emergency Downtime and Maintenance Downtime, suffered in a calendar month, divided by the total number of minutes in a calendar month multiplied by 100.
g. “Service Credit” means the amount that Astronomer will credit to the customer account as a result of a failure to meet the Uptime Commitment.
2. Uptime Commitment. During the Subscription Term, the Hosted Service will be available to Customer at least 99.5% of the time in any calendar month (“Uptime Commitment”). If the Monthly Uptime Percentage is lower than the Uptime Commitment in a calendar month, Customer will be entitled to receive a Service Credit as follows:
Monthly Uptime Percentage
99.5% or greater
99.0% - 99.49%
3. Customer Notice Obligation. To receive a Service Credit, Customer must notify Astronomer by opening a support case through the Astronomer Support Portal within thirty (30) days from the date Customer becomes aware of Astronomer’s failure to meet the Uptime Commitment to receive a Service Credit.
4. Service Level Agreement Exclusions. The Uptime Commitment does not apply to any Hosted Service performance issues that: (i) is caused by Force Majeure events so long as Astronomer uses commercially reasonable efforts to mitigate the effects of such event; (ii) resulted from Customer’s equipment or Customer’s Third-Party Products, equipment or services (e.g., Customer’s internet connection or issues with third-party websites) or both; or (iii) resulted from Customer’s violation of the Agreement including but not limited to uploading malicious or harmful code to the Hosted Service. In addition, all test, development, beta, sandbox and other non-production environments are expressly excluded from this SLA.
5. Exclusive Remedy. This SLA and any Service Credits set forth above are Customer’s sole and exclusive remedy for any failure by Astronomer to meet the Uptime Commitment. Service Credit(s) may only be applied to a future invoice or payment and Customers may not unilaterally offset Fees for any performance or availability issues.