Legal
Last Updated: March 15, 2019
This Alchemy Service Level Agreement (“Service Level Agreement”) outlines the service level performance targets applicable to the Alchemy Cloud Services. For the avoidance of doubt, this Service Level Agreement does not apply to Beta Versions. This Service Level Agreement is subject to the Terms of Service and all defined terms used herein shall have the meaning accorded to such terms in the Terms unless otherwise defined herein.
1. Definitions
1.1 “Downtime” means that the Alchemy Cloud Services are offline and unavailable for the Customer’s use. Downtime excludes downtime and unavailability resulting directly or indirectly from any Service Level Exclusion.
1.2 “Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in such calendar month, divided by the total number of minutes in the calendar month. The applicable formula is:
Monthly Uptime Percentage =
(Total Minutes in Month) – (Total Minutes of Downtime) / (Total Minutes In Month))
X
100
For any partial calendar month during which the applicable Customer has access to the Alchemy Cloud Services, the Monthly Uptime Percentage shall be calculated based on the entire calendar month, not just the portion for which the Customer has access to the Alchemy Cloud Services. The determination of whether the Alchemy Cloud Services is available will be made in good faith by Alchemy based on monitoring performed by Alchemy.
1.3 “Service Level Credit” means the credit provided by Alchemy in accordance with Section 2 (Subscription Service Availability and Credits) below.
1.4 “Service Level Exclusions” Downtime does not include unavailability, suspension or termination of the Alchemy Cloud Services that result from: (a) termination of the Alchemy Cloud Services described in Section 10 or suspension of the Alchemy Cloud Services described in Section 3.1 of the Terms of Service; (b) factors outside of Alchemy’s reasonable control, including force majeure events, denial of service attacks, or Internet access or related problems beyond the demarcation point of Alchemy and its third-party hosting providers; (c) any actions or inactions of Customer or any third party; (d) Customer infrastructure, equipment, software or other technology and/or third party equipment, software or other technology or Customer’s use of the Alchemy Cloud Services in a manner inconsistent with the Documentation; (e) any scheduled or emergency maintenance of the Alchemy Cloud Services; (f) Alchemy’s suspension and termination of a Customer’s right to use the Alchemy Cloud Services in accordance with the Agreement; or (g) license restrictions or other limitations as set forth in each Order Form.
2.1 Service Levels. Alchemy will use commercially reasonable efforts to make the Alchemy Cloud Services available with a Monthly Uptime Percentage of at least 99.5% during any calendar month (the “Availability Service Level”). In the event Alchemy does not meet the Standard Availability Service Level (a “Service Level Failure”), Customer will be eligible to receive a Service Level Credit as described below.
2. Subscription Service Availability and Credits
2.2. Calculation of the Credit. Service Level Credits are calculated by multiplying (x) the applicable Service Level Credit Percentage by (y) the product of the total annual Subscription Fees (as defined in an Order Form) actually paid by Customer to Alchemy for the Alchemy Cloud Services under an affected Order Form divided by twelve (12) months.
2.3. Maximum Service Level Credit. The Service Level Credits awarded in any month shall not, under any circumstance, exceed thirty percent (30%) of the total Subscription Fees actually paid by Customer to Alchemy for access to the Alchemy Cloud Services under the affected Order Form for the affected month.
2.4 Right to Terminate. In the event there are three or more Service Level Failures in any six month period or in the event the Availability Service Level falls below 95% in any one month, Customer shall have the right to terminate the affected Order Form upon written notice to Alchemy made within 30 days following the date Customer first became eligible to terminate the Order Form.
3. Service Level Credit Request and Payment Procedures
3.1. Requesting a Service Level Credit. Alchemy will provide Customer with access to a reporting dashboard to view Availability Service Levels. To receive a Service Level Credit, Customer must submit a claim by email to SLAcredit@alchemy.cloud (a “Service Level Credit Request”). To be eligible, the Service Level Credit Request must be received by Alchemy within thirty (30) days of the occurrence of the Service Level Failure and must include: (a) the words “Service Level Credit Request” in the subject line; and (b) the dates and times of each Service Level Failure that Customer is claiming, including the dates and times of the Downtime that caused the Service Level Failure.
3.2. Issuance of Service Level Credits. If the Monthly Uptime Percentage of such request is confirmed by Alchemy and is less than the applicable Availability Service Level, then Alchemy will issue the Service Level Credit to Customer within thirty (30) days following the month in which Customer’s request is confirmed by Alchemy. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving a Service Level Credit. Alchemy will notify Customer of the amount of any Service Level Credit, which shall be applied against future amounts owed by Customer. Service Level Credits will not entitle Customer to any refund or other payment from Alchemy. Service Level Credits are not payable in cash and will only be applied against future amounts owed by Customer to Alchemy.
3.3. Sole and Exclusive Remedy. The Service Level Credit and right to terminate set forth in Sections 2.3 and 2.5 above are Customer’s sole and exclusive remedies and Alchemy’s sole and exclusive liability for any Downtime, unavailability, non-performance, or other failure by Alchemy to provide the Alchemy Cloud Services.
