Orkes Cloud Service Level Agreement (SLA)

This Service Level Agreement (this “SLA”) describes the service availability obligations of Orkes, Inc., a Delaware Corporation (“Orkes”) for each customer (“Customer,” and together with Orkes, the “Parties,” and each, a “Party”) who has entered into and are party to that certain Orkes Cloud Services Agreement (“Cloud Services Agreement”). This SLA does not apply to tiers of service provided to the Customer at no charge, including any Free Trials. Capitalized terms not defined in this SLA have the meaning set forth in the Cloud Services Agreement.

  1. Service Level Availability

The Services shall meet the following service level availability standards:

  1. Percentage Uptime” means the availability of the Services expressed as a percentage and calculated by multiplying 100 times the quotient of (i) total number of minutes the Services is available (other than unavailability due to Permitted Downtime, as defined below) in the applicable calendar month divided by (ii) the total number of minutes in the month less Permitted Downtime.

  2. Permitted Downtime” means the following:

  1. Any portion of the calendar month where Orkes is not contractually obligated to provide the Service to the Customer (e.g., on a pro-rata basis during such calendar month);

  2. Inoperability due to any scheduled maintenance (occurring during a Scheduled Maintenance Period (defined below));

  3. Problems caused by Customer’s or its Customer Users’ telecommunications or Internet services;

  4. Problems caused by or attributable to any Orkes vendor, supplier or service provider;

  5. Problems due to or attributable to any Force Majeure Event(s);

  6. Problems due to acts or omissions of Customer or Customer Users; or

  7. Any interruption of one (1) minute or less in the availability of the Service.

  1. Scheduled Maintenance Period”: means the period of time elapsed during any scheduled maintenance performed by Orkes on the Services.  Orkes will provide Customer with at least five (5) days advance notice for standard maintenance.  Orkes will use commercially reasonable efforts to schedule maintenance during hours of 12:01 A.M. and 6 A.M. US Pacific time.  Scheduled maintenance notifications will be sent to a single Customer email address.  It is Customer’s sole responsibility to ensure the provided email address is current and fully functional.  Any change to Customer’s email address for notification purposes must be communicated to Orkes in writing.

  1. Service Level Credits

  1. Services Performance.  If during any full calendar month of the term of the Cloud Services Agreement, the Percentage Uptime described above in Section 1.1 is lower than 99.9% (with respect to Plan A) or 99.0% (with respect to Plan B), and Customer notifies Orkes in writing about such failure within three (3) days following the occurrence of such failure, Orkes shall provide Customer with a service credit in accordance with the applicable Service Credit Percentage (%) set forth in the applicable table, below, in accordance with the SLA plan purchased by Customer.  The service credit shall be calculated against monthly fees for the Service (as applicable) and shall be used to offset future Service fees (as applicable).

Plan A

Actual Percentage Uptime

Service Credit Percentage (%)

≥ 99% but < 99.9%

10% of monthly fees

≥ 95% but < 99%

25% of monthly fees

< 95.0%

100% of monthly fees

Plan B

Actual Percentage Uptime

Service Credit Percentage (%)

≥ 95% but < 99%

10% of monthly fees

≥ 90% but < 95%

25% of monthly fees

< 90.0%

100% of monthly fees

  1. Service Level Credit Request Process.  In order for Customer to receive service credits under this SLA, Customer must submit a Support Ticket (as defined in the Orkes Support Policy) to the Support Portal (as defined in the Orkes Support Policy). Such service credit request must be received by Orkes within [five (5)] calendar days after the last day of the month in which the Service does not meet the applicable Service level specified in Section 2.1 (Service Performance), and must include all relevant information for Orkes to verify the service credit request, including:

  • the words “SLA Credit Request” in the subject line;
  • a description of the affected software, application or modules and the version of each such software, application or modules, and the configurations for such software, application or modules; and
  • a description of the events resulting in Downtime, including the time and duration of the downtime and Customer logs documenting such downtime.

Orkes will evaluate Customer’s Support Ticket and use it professional judgment to determine whether or not it owes Customer a service credit.  If Orkes confirms Percentage Uptime in such month did not meet the applicable SLA plan purchased by Customer, Orkes will issue the applicable service credit to Customer in the month following the month in which Customer’s  service credit request is confirmed by Orkes.  Customer is not entitled to receive service credits if it fails to submit a Support Ticket in accordance with this Section 2.2 (Service Level Credit Request Process).

  1. Service Level Credits.  Service credits are not refundable and may only be used toward future billing charges.  All service credits expire six (6) months from issuance.  Any credits provided pursuant to this SLA will constitute Orkes’ sole liability and Customer’s sole and exclusive remedy for any failure to achieve a Percentage Uptime.

  1. Service Level Exclusions

This SLA does not apply to any unavailability of the Service attributable to the following:

  • A Force Majeure Event, network intrusions, DoS or DDoS attacks, systemic internet issues or any other act or omission of any telecommunications provider;
  • Any third-party hardware or software not provided or authorized by Orkes to be used with the Service;
  • Unauthorized use of Customer’s passwords;
  • Unavailability of the Customer Cloud;
  • Deviations from or changes to any Orkes-Specified Cloud Settings;
  • Customer’s failure to use the Service with acceptable configuration values as defined in Orkes’ applicable documentation;
  • That results from (i) a suspension described in Section 12.5 (Right to Suspend the Services) of the Cloud Services Agreement; or
  • Customer-controlled actions and/or environment or other failures or shortcomings not within Orkes’ control, including but not limited to Customer’s failure to remediate the Service as recommended by Orkes or otherwise preventing Orkes from doing so, Customer’s negligence or willful misconduct, or Customer’s failure to provide information required by Orkes to provision the Orkes Cloud Service.