During the Subscription Term for which Trifacta has agreed to provide the hosted Trifacta Solution, Trifacta warrants that the System Availability for the Trifacta Solution will be in accordance with the table below:
|Trifacta Solution Hosting Provider||Service Level Commitment|
- “Uptime” means as all times when the Trifacta Solution is available and performing suitably to provide Customer the ability to conduct normal business functions.
- “Downtime” means times when the Trifacta Solution is not accessible, provided Downtime will not include Exception Times as described in the formula below.
- “Exception Times” are exceptions to the calculation of Downtime. Exception Times include times that the Trifacta Solution is not available due to:
- maintenance performed during a Standard Maintenance Window (as defined below);
- A force majeure event;
- Unavailability of the Trifacta Solution Hosting Provider
- Problems with Customer’s network, third party software applications, hardware or network connectivity; and/or
- Customer’s misuse of the Trifacta Solution.
“Standard Maintenance Window” For all scheduled maintenance activities, Trifacta shall use commercially reasonable efforts to avoid or minimize Downtime. Scheduled maintenance activities for production environments will typically occur during a period of time which is considered out of normal business hours for Trifacta. Trifacta shall use commercially reasonable efforts to indicate to the customer any maintenance activity 48 hours in advance, which will result in the unavailability of the Trifacta Solution
If the Standard Maintenance Window requires Downtime then this time is “Scheduled Downtime”.
System Availability is calculated as: System Availability=((n-y)*100)/n
- “n” is the total number of hours in a given calendar month excluding Scheduled Downtime, and Exception Times; and
- “y” is the total number of Downtime hours in the given calendar month.
- For months in which services commence on other than the first day of the month, the calculation of “n” will be prorated accordingly.
SLA Warranty Credit Remedy:
In the event the System Availability for a month is less than the Service Level Commitment for any given calendar month, then as Customer’s sole remedy and Trifacta’s sole liability, Trifacta will issue to Customer a credit of 10% of the Subscription Fee paid by Customer for the applicable month for the Trifacta Solution to be applied against fees payable to Trifacta by Customer. In order to receive credit hereunder, Customer must make a written request to Trifacta within thirty (30) days of the end of the applicable month in which the Trifacta Solution does not meet the Service Level Commitment. Credits will expire at the termination or expiration of the Agreement between Customer and Trifacta.