PLATFORM LEVEL SERVICE AGREEMENT
Effective Date: November 1st, 2009
This RightScale Platform Service Level Agreement (“SLA”) is a policy governing the use of the RightScale Cloud Management Platform (“RightScale Platform”) under the terms of the RightScale Software, Services, License and Support Agreement (the “RSS Agreement”) between RightScale, Inc. (“RightScale”, “us” or “we”) and users of the RightScale Platform who have purchased and are customers in good standing (“you”) for the following RightScale products: Standard Edition, Premium Edition, Corporate Edition, Enterprise Edition and any Solution Pack (each an “Eligible Product”). Unless otherwise provided herein, this SLA is subject to the terms of the RSS Agreement and capitalized terms will have the meaning specified in the RSS Agreement. We reserve the right to change the terms of this SLA upon posting an updated version of the SLA at the following website www.rightscale.com/legal/sla or as otherwise permitted under the RSS Agreement.
RightScale will use commercially reasonable efforts to make the RightScale Platform available with a Monthly Uptime Percentage (defined below) of at least 99.95% during each Service Month. In the event RightScale does not meet the Monthly Uptime Percentage commitment, you will be eligible to receive an SLA Credit as described below.
“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 5 minute periods during the Service Month in which the RightScale 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 RightScale Platform has no external connectivity or does not allow you to launch servers or perform automation during a five minute period and you are unable to connect to and use the Platform for your intended purposes during that time period. Under no circumstances shall the RightScale Platform be considered Unavailable if:
- HTTP Request Success Test: during an interval of 30 minutes, 90% of requests directed to the RightScale Platform are satisfied; or
- Critical Underlying Services Test: the systems needed to launch servers or perform automation by means of the RightScale Platform are operating correctly.
The “Eligible Credit Period” is a single month, and refers to the monthly billing cycle in which the most recent Unavailable event occurred.
An “SLA Credit” is a dollar credit, calculated as set forth below, that RightScale may credit back to an eligible RightScale account.
Service Commitments and SLA Credits
If the Monthly Uptime Percentage for a customer drops below 99.95% for the Service Month, that customer is eligible to receive an SLA Credit equal to 10% of the regular monthly recurring RightScale Subscription Charges for use of the Eligible Product during the Eligible Credit Period. Under no circumstances will the SLA Credit be applied to (a) any RightScale charges that month for one-time integration fees and for any consulting, training, or other professional services or (b) any charges relating to Cloud Infrastructure Provider services, whether billed by RightScale or a third party.
You may file a claim for an SLA Credit if you believe that your Monthly Uptime Percentage in the prior calendar month was below 99.95%.
We will apply any SLA Credits only against future payments otherwise due from you to RightScale; SLA Credits shall not entitle you to any cash refund or other payment from RightScale. SLA Credits may not be transferred, redeemed, or applied to any other account. Unless otherwise provided in the RSS Agreement, your sole and exclusive remedy for any unavailability or non-performance of the RightScale Platform, or any other failure by RightScale to make available the RightScale 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 email@example.com. To be eligible, the credit request must (i) include your RightScale 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 RightScale 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 RightScale 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 99.95% 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 provide RightScale the request and all other information as required above within the deadlines set forth above will disqualify you from receiving an SLA Credit.
The Service Commitment does not apply to any unavailability or inaccessibility of the RightScale Platform or any RightScale Platform performance issues: (i) that result from scheduled maintenance of which RightScale has provided advance notice to the designated administrative contact for your account, up to a maximum of ten (10) hours in any calendar month; (ii) 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 RightScale Platform; (iii) that result from any actions or inactions of you or any third party; (iv) 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; or (v) arising from our suspension or termination of your right to use the RightScale Platform in accordance with the RSS Agreement (collectively, the “SLA Exclusions”).