Effective as of 08 Aug 2024

Service Level Agreement

Terms not defined herein will have the meanings ascribed to them in the relevant agreement for the Terramate Services entered into between the parties (the “Agreement”) that incorporates this Service Level Agreement by reference or related service order, quote or other similar document (“Service Order”). In addition, the following terms, when used in this Service Level Agreement will have the following meanings:

• “Registered User” means an authorized user that signed up to the Terramate Services through a Service Order.
• “SLA Plan” means the level of availability and support services that Customer selects in the Service Order.
• “Subscription Fees” means the subscription fees set forth in the applicable Service Order.
• “Subscription Term” means the subscription term set forth in the applicable Service Order.

1. Service Availability and Performance

1.1 Service Components Terramate provides this Service Level Agreement during the Subscription Term as measured by automated performance tests on each of the “Service Components” set forth below:

1.2 Service Component Availability The “Service Component Availability” shall be calculated as the number of Downtime Hours of the specific service, divided by the corresponding total number of hours in that calendar month; provided that service issues or outages relating to any Exclusions (as defined below) shall not be included in the calculation. Terramate will report Downtime Hours and upon request of Customer will make the number, the times and the affected Service Component available.

Live reports of the Monitoring Service that can be subscribed to by email are available at https://terramatestatus.io/.

1.3 Component Service Issue A “Component Service Issue” means that the Service Component Availability is lower than the “Component Performance Target” (as specified per Service Component in the Service Order) in a calendar month; provided that service issues or outages relating to any Exclusions shall not be deemed as a Component Service Issue.

The Component Performance Target depends on the SLA Plan selected by the Customer in the Service Order:

1.4 Exclusions Notwithstanding anything to the contrary, no Component Service Issue shall be deemed to have occurred with respect to any unavailability, suspension or termination of the Terramate Services, that (i) are caused by factors outside of Terramate’s reasonable control, including, without limitation, any Force Majeure Event, carrier related problems or issues, or Internet access or related problems beyond the demarcation point of Terramate or its direct hosting subcontractors (i.e., beyond the point in the network where Terramate maintains access and control over the Terramate Service Components); (ii) result from any actions or inactions of Customer or any third party (other than Terramate’s direct hosting subcontractor), including any failure to comply with the Documentation, AUP or terms of the Agreement, any failure to use the most recent version of Terramate’s APIs or CLI or any use of the Terramate Services in excess of any usage limitations set forth in the Service Order; (iii) result from Customer’s or a third party’s applications, equipment, software or other technology (other than third party equipment within Terramate’s direct control); or (iv) arise from Terramate’s suspension or termination of Customer’s right to use the Terramate Services in accordance with the Agreement; (v) Scheduled Maintenance (as defined below); or (vi) problems or issues related to Beta Services or other non-generally available Terramate features, test environments or products (collectively, the “Exclusions”).

1.5 Scheduled Maintenance “Scheduled Maintenance” means maintenance that is announced on https://terramatestatus.io/ (email subscription available) at least three (3) business days in advance, during which any or all of the Service Components are unavailable to Customer’s Account. Scheduled Maintenance shall not exceed four (4) hours in a calendar month. Terramate will use commercially reasonable efforts to schedule Scheduled Maintenance for off-peak hours and to avoid any Scheduled Maintenance causing unavailability of the Service Components.

1.6 Remedies For a calendar month during the Subscription Term with a Component Service Issue (the “Impacted Month”), Customer’s sole remedy will be to claim a service credit (a “Service Credit”).

The Service Credit for the Impacted Month shall be calculated by:

• Taking the sum of all “Component Credit Weights” (as defined in the foregoing table) of each Service Component with a Component Service Issue in the Impacted Month (“Sum of Component Credit Weights”.)
• Multiplying the Sum of Component Credit Weights with 30% of the Subscription Fees for the Impacted Month. For the purpose of this calculation the Customer’s Subscription Fees shall be deemed to be pro-rated equally over the relevant Subscription Term.

Example:

• All Service Components have a Service Component Availability of 99% in a calendar month.:
  • The CLI has a Service Component Availability of 98.7% and the Cloud 98.8% in the calendar month. Both Service Components are below the Component Performance Targets as specified in the Service Order. Assuming annual Subscription Fees of $120,000, the Service Credit would be calculated as follows:
  • (20% + 80%) _ 30% _ ($120,000 / 12) = $3,000

Any Service Credit shall automatically be applied against Subscription Fees subsequently payable by Customer for the current or next Subscription Term. No refunds will be provided in exchange for Service Credits; thus, if the Subscription Term is not renewed, the Service Credit will expire. However, Terramate may elect in its discretion to pay to Customer the value of a Service Credit instead of crediting it against Subscription Fees for the subsequent Subscription Term. To claim a Service Credit, Customer must open a Support Ticket (as defined below) within thirty (30) days following an Impacted Month. No Service Credit is available if Customer is past due or in default with respect to any payment or in material breach of this Agreement when the Service Credit is claimed.

In addition to Service Credits, in the event that any Service Component has a Component Service Availability per calendar month less than 99% in any three (3) calendar months during a Subscription Term (a “Chronic Service Availability Failure”), Customer shall, within thirty (30) days following the occurrence of such Chronic Service Availability Failure, have the right to terminate the applicable Service Order upon thirty (30) days written notice to Terramate. Upon a termination for Chronic Service Availability Failure, Terramate will, upon request, refund to Customer, on a pro-rated basis, any Subscription Fees previously paid to Terramate for the corresponding unused portion of Customer’s Subscription Term.

2. Support

2.1 Language Terramate will provide support to Customer as set forth below (“Support”). Support is provided in English as the sole language.

2.2 Ticket Submission Customer’s Registered Users may submit a ticket (a “Support Ticket”) that shall contain a detailed description of the issue to Terramate as follows:

• Email: support@terramate.io
• Slack: Dedicated customer-shared Slack channel

Terramate will respond to each Support Ticket in accordance with this Service Level Agreement and will use commercially reasonable efforts to resolve each Support Ticket promptly. Actual resolution time will depend on the nature of the Support Ticket and the resolution itself. A resolution may consist of a fix, workaround, new feature request, delivery of information or other commercially reasonable solution of the issue.

Terramate may, from time to time, develop additional methods for Customer to submit a Support Ticket, and will make information regarding such methods available to Customer.

2.3 Scope of Support Support covers (i) development and production issues for the Terramate Service Components; (ii) informational and implementation questions about the Terramate Service and its features; and (iii) troubleshooting operational problems with the Terramate Service Components.

Support does not include issues resulting from the Exclusions or code development, debugging or fixing of Customer’s or third party’s software that interacts with the Terramate Service Components. Terramate may assist Customer and its third party providers in diagnosing and resolving issues or errors but Customer acknowledges that these matters are outside of Terramate’s support obligations.

##2.4 Severity Level Determination** A “Severity Level” shall reflect the urgency of a Support Ticket and be defined as:

Customer shall reasonably self-diagnose the severity of each Support Ticket (a “Severity Level Determination”) and recommend an appropriate Service Level Determination to Terramate.

Terramate shall validate Customer’s Severity Level Determination or notify Customer of a proposed change in the Severity Level Determination to a higher or lower level with justification for the proposal. In the event of a conflict regarding the appropriate Severity Level Determination, each party shall promptly escalate such conflict to its management team for resolution through consultation between the parties’ management, during which time the parties shall continue to handle the Support Ticket in accordance with the Terramate Severity Level Determination.

2.5 Terramate Support Commitment Terramate will respond to Support Tickets based on the Response Times below.

“Response Time” means the period from the time a Support Ticket was submitted until Terramate responds to Customer. Because of the widely varying nature of issues, Terramate cannot provide specific resolution time commitments.

“Business Hours” means Monday-Friday, 9:00 am – 5:00 pm Central European Time (based on contract location), excluding holidays.

The Response Time to a Support Ticket is dependent on the Severity Level Determination and specified in the Service Order.

2.6 Customer Support Commitment Terramate’s provision of Support is subject to Customer providing support and assistance to Terramate as follows based on the Severity Level of the Support Ticket:

Terramate is not responsible for any delays, failures, deficiencies or non-conformities with regards to Support if such delays, failures, deficiencies or non-conformities are due to a delay or failure by Customer to fully comply with its obligations set forth above. Agreed deadlines (if any) will be automatically extended by the amount of time during which Customer is not in full compliance with these obligations.