AVEVA SaaS Product Schedule
This SaaS Product Schedule (the “SaaS Product Schedule”) supplements and is hereby incorporated into and made a part of those certain GTCs by and between AVEVA and Customer, to which this SaaS Product Schedule is included. Capitalized terms used in this SaaS Product Schedule without definition shall have the same meanings ascribed to them in the GTCs.
1.1. “Available Minutes” means the total number of minutes during a calendar month.
1.2. “Downtime” means the total number of minutes during a calendar month that a SaaS Product is unavailable to Customer when such unavailability is solely caused by SaaS Product errors or other factors within AVEVA’s reasonable control. Downtime does not include Emergency Downtime, Scheduled Downtime, and General Unavailability.
1.3. “Emergency Downtime” means those times when AVEVA or a third party becomes aware of a security or other vulnerability that AVEVA deems to require prompt remediation and, as a result, the Product is temporarily made unavailable in order for AVEVA to remediate the security or other vulnerability.
1.4. “General Unavailability” means network outages, infrastructure outages, unavailability caused by a third party or Customer’s hardware or software or unavailability caused by the acts or omissions of Customer or its employees, subcontractors, or agents.
1.5. “Scheduled Downtime” means the period of time when the SaaS Product is unavailable because of network, hardware or maintenance or upgrades.
1.6. “Service Credit” has the meaning set forth In Section 4.
1.7. “SLA Uptime Commitment” has the meaning set forth In Section 3.1.
1.8. “Uptime” means the time period during a calendar month in which the SaaS Product is available for Customer’s use. In order to determine if AVEVA met the SLA Uptime Commitment for a calendar month, the Uptime percentage will be calculated as follows: (Available Minutes – Downtime) / Available Minutes * 100
1.9. “Edge Device” is a host (whether an on-premises hardware device or a virtualized container or environment) for which AVEVA does not have any responsibility in maintaining or over which AVEVA does not exert control.
2.1. This SaaS Product Schedule governs the use of each applicable SaaS Product identified on the Transaction Document.
3. SERVICE LEVELS
3.1. During the TD Term, the Uptime for each SaaS Product will be 99.9% (the “SLA Uptime Commitment”). If AVEVA does not meet the SLA Uptime Commitment then, subject to Customer’s compliance with Section 5, Customer will receive a credit toward the cost of such SaaS Product as set forth in Section 4 (the “Service Credit”). The SLA Uptime Commitment does not include: (a) non-availability due to scheduled or emergency maintenance of the application services or AVEVA Connect; (b) instances where AVEVA has taken the SaaS Product offline due to the security interests of its business or its customers; and (c) the availability and/or uptime of any third-party software not managed or controlled by AVEVA that is provisioned by Customer to Edge Devices.
4. SERVICE CREDITS
4.1. The following Service Credits are Customer’s sole and exclusive remedy if AVEVA fails to meet the SLA Uptime Commitment. Any Service Credit payable to Customer will be issued to Customer in the calendar month following the calendar month in which the service level failure occurred.
4.1.1. If the calendar month Uptime percentage is above 98% but less than 99.9% then, subject to Customer’s compliance with Section 5, Customer will receive a one-time credit of 10% of the monthly fees for the SaaS Product due for the calendar month the Uptime failure occurred.
4.1.2. If the calendar month Uptime percentage is above 95% but less than 98% then, subject to Customer’s compliance with Section 5, Customer will receive a one-time credit of 20% of the monthly fees for the SaaS Product due for the calendar month the Uptime failure occurred.
4.1.3. If the calendar month Uptime percentage is less than 95% then, subject to Customer’s compliance with Section 5, Customer will receive a one-time credit of 50% of the monthly fees for the SaaS Product due for the calendar month the Uptime failure occurred. 50% off of the monthly fees for the applicable calendar month for such SaaS Product in Customer’s next invoice, is the maximum available Service Credit for the failure to meet the SLA Uptime Commitment for any given calendar month.
5. CUSTOMER OBLIGATIONS
5.1. In order to receive a Service Credit, Customer must notify AVEVA via email at [email protected] within thirty (30) days of the end of the calendar month in which AVEVA failed to meet the SLA Uptime Commitment. The notification must describe such failure in sufficient detail, to be determined in AVEVA’s reasonable discretion, and include the dates and times of Downtime in order for AVEVA to confirm such failure. If Customer does not send timely and proper notice as set forth in this Section 5 then Customer waives its right to receive the Service Credit for the calendar month in which AVEVA failed to meet the SLA Uptime Commitment.