Ververica Cloud - Service Level Agreement

This Ververica Cloud Service Level Agreement (“SLA”) describes the service availability commitment for the Ververica Cloud Service (“Service”) under the Terms of Service (“Terms of Service”) between Ververica GmbH (“Ververica”, “our”, “us”, “we”) and User (“you”, “your”). This SLA only applies to your ordered Services, where Services are used for a fee, and shall not apply to any free Services or trial Services provided by Ververica.

1. DEFINITIONS

   1. “Downtime” means a period of time when all the running instances in your Service have no external connectivity or cannot be operated.
   2. “Downtime Period” means a period of one or more consecutive minutes of Downtime. Partial minutes or intermittent Downtime period of less than one minute of Downtime will not be counted as Downtime Period.
   3. “Service Guarantee” shall have the meaning set forth in Section 2 of this SLA.
   4. “Monthly Service Fee” means the total monthly Services fees paid by you for the Services.
   5. “Monthly Uptime Percentage” means the total number of operating minutes in calendar month, minus the summary of minutes of Downtime of all Downtime Periods occurred in such month, divided by the total number of minutes in such month.
   6. “Error” means a reproducible defect in the Ververica Cloud Services that
      1. degrades or impairs User’s use of the Ververica Cloud Services and causes such services not to operate substantially in accordance with the applicable specifications, instructions or other documentation provided by Ververica and 
      2. is reported via Support Tool. 
         
         For the avoidance of doubt, an Error does not include any User-specific issue in relation to a User’s use of Ververica Cloud Services in conjunction with such User’s own or its third-party environment, systems, components, interfaces, etc., unless otherwise agreed by Ververica.
   7. “Documentation” means Ververica Cloud Services documentation, published by Ververica and accessible at https://docs.ververica.com/ and/or other locations on the Ververica Website.
   8. “Updates” means a revision of the Ververica Cloud Services made generally available by Ververica to Users to correct Errors in the services or to maintain the operation of the services in accordance with the Documentation. Updates are announced in timely manner and should not cause any noticeable impact, but may sometimes could cause short period of Downtime or degraded Service performance.
   9. “Service Credit” means the percentage of the Monthly Service Fee for the affected Service that is credited to you for a validated claim following our service credit claim process under Section 3.
   10. Unless otherwise provided in this SLA, all capitalized terms used but not defined in this SLA shall have the same meanings as defined in the Terms of Service.

2. SERVICE LEVEL AGREEMENT

   Ververica will use commercially reasonable efforts to provide a Monthly Uptime Percentage of no less than 99.5% each billing month in connection with your use of the Service (the “Service Guarantee”). If we fail to meet the Service Guarantee then, subject to the terms and conditions of this SLA, you shall be entitled to claim a Service Credit in accordance with Section 3 herein. The Service Guarantee does not apply to any events described in the Section 4 (SLA Exclusions.)

3. CLAIMS AND PAYMENT PROCESS

   1. If you believe that the Service Guarantee in connection with your use of the Service is not met in a billing month, then you may file a claim for Service Credit in accordance with this Section, by submitting a support ticket in Support Portal. Your claim support ticket must include at least the following information:
      1. A detailed description of the incident, configurations used, including the logs or messages for request failure documenting the errors and claimed outage;
      2. The date, time, time zone and duration of the Downtime;
      3. Information relating the affected instances, including the affected instance IDs;
      4. Any other information that we reasonably ask you to provide to support your claim.
      5. Ticket subject line “SLA Service Credit Claim”
   2. To be eligible for Service Credit, your claim for a Service Credit must be received by us within five (5) calendar days after the last day of the month in which the Service does not meet the Service Level. Your failure to submit the claim within this time will be deemed to be an irrevocable waiver of your right to claim and receive such Service Credit. Once we receive your claim, we will review and evaluate your claim and may require your co-operation in conducting a joint investigation to ascertain whether the Service Guarantee has been breached and if so, the cause of the failure. We will make a good faith determination if a Service Credit is to be provided to you in our sole discretion and will inform you the result as soon as reasonably practicable. We will use commercially reasonable effort to process your claim and provide the Service Credit to you as early as possible.
   3. If we, after our good faith review of your claim, determine that a Service Credit must be provided to you, the Service Credit to be provided will be the following: 
      

      Monthly Uptime Percentage	Service Credit Percentage,  Reserved Capacity Services	Service Credit Percentage,  Pay-as-you-go Services
      Less than 99.5 %	10%	5%

   4. Service Credits will be provided in the form of a credit applied to your future use of the Ververica Cloud Services only, and will be applied to the use of the Services taking place within one (1) billing month immediately after the billing month in which we issue you such Service Credits, after which period any unused Service Credits shall expire without any further compensation.
   5. Service Credits may not be transferred or exchanged for cash or other forms of payment.
   6. Service Credit provided for any billing month for a particular Service or Service resource will not, under any circumstance, exceed 30% of your Monthly Service Fee for that affected Service or Service resource, as applicable, in that billing month.
   7. We will issue the Service Credit to you within one billing month following the month in which your request is confirmed.
   8. Service credits are not refundable and can only be used toward future billing charges.
   9. Service credits are exclusive of any applicable taxes charged to you or collected by us. Service Credits will not entitle you to any refund or other payment from us.
   10. You agree that, to the extent permitted by law, any decision or determination made by us relating to your claim for any Service Credit shall be final and binding on you.

4. SLA EXCLUSIONS

   The Downtime caused by or due to following events shall not be taken into account when calculating the Monthly Uptime Percentage:

   1. suspension or termination described in Terms of Service;
   2. events that are outside of our reasonable control, including any events of force majeure such as earthquakes, epidemic, downtime of the relevant submarine communication cables, failure of telecommunications infrastructure or systems, riots, hostile actions by third parties (such as network intrusion or denial of service attacks) etc.;
   3. events that result from any actions or inactions on your part in connection with your use of the Service;
   4. events that arise out of your or any third parties’ (not under our direct control) equipment, software, and/or technology;
   5. events that result from your failure to adhere to any required configurations for the use of the Service;
   6. events that result from your illegal or unlawful use of the Service, events that result from your breach of any of the terms and conditions of the Ververica Terms of Service;
   7. events that result from your non-payment of any charges payable to us;
   8. events that result from critical accidents or failure of the relevant internet service provider(s);
   9. scheduled downtime;
   10. downtime caused by the use of Beta Services and/or Beta Features;
   11. your generated Services load (network, compute and storage usage) that exceeds the resource limits (network, compute and storage) of the given Service.
   12. that results from the use of services or software provided by a third party and not within our primary control. This includes as well issues resulting from inadequate network bandwidth or issues and failures of cloud platform provider services on which the Ververica Cloud Services run.

5. ADDITIONAL TERMS

   1. In the event of any inconsistency between yours and our system records relating to your claim, unless the discrepancy is caused by any material error or malfunction of our system, our system record shall at all times prevail and be the final and conclusive reference for calculating the Service Credits to be provided to you.
   2. The Service Credits provided in this SLA are your sole and exclusive remedy for any failure in the performance of the Service and we shall not be liable to  you or any person claiming through you for any direct, indirect, consequential or incidental damages or losses or expenses whatsoever, including but not limited to, loss of profits or business and irrespective of whether the claim arises in contract, tort (including negligence), or otherwise.
   3. We reserve the right to change the terms of this SLA anytime by posting an amended and restated version of this SLA on the Ververica Cloud Website. Your continued use of the service after the publication of the amended SLA shall be deemed as your acceptance of the amended SLA.
   4. This SLA shall constitute part of your agreement for your purchase and use of the Service.

6. APPLICABILITY OF OTHER TERMS AND CONDITIONS

   1. This SLA is an integral part of the overall agreement (“Agreement”) with regard to your use of Services between Ververica GmbH and you, of which all terms, conditions and obligations specified in the documents comprising the Agreement, including the Terms of Service, Privacy Policy, purchase orders, Support and Maintenance Services Terms, this SLA and any other relevant terms, policies or agreements agreed in writing between both parties, are applicable and binding on both parties.
   2. In the event of any conflict or inconsistency between the provisions of this SLA and any other terms and conditions within the Agreement, this SLA shall prevail, unless stated otherwise in writing by both parties.
   3. By using Services provided by us, you acknowledge and agree to comply with all terms and conditions outlined in the Agreement, including those specified in this SLA.