Indryve Cloud Terms and Service Level Agreement

This Indryve Cloud Service Level Agreement (SLA) is a policy governing the use of Indryve Cloud Services in accordance with the Terms of Use.

1. Service Commitment
Indryve will use commercially reasonable efforts to keep Indryve Cloud Service operational and available to the Subscriber with a Monthly Uptime Percentage (defined below) of at least 99.9%. In the event Indryve does not meet the Monthly Uptime Percentage commitment, Subscriber will be eligible to receive a Service Credit as described below.

2. Definitions
1. “Hosted Software” – the software and APIs being hosted as part of the Indryve Cloud Service.
2. “Minute of Unavailability” – a full minute in which all requests to the Hosted Software failed.
3. “Monthly Charges” – monthly prorated Indryve Cloud Service charges pursuant to the pricing plan selected when subscribing to the Indryve Cloud Service.
4. “Monthly Uptime Percentage” – 100% minus the percentage of minutes during the calendar month in which the Hosted Software was not available.
5. “Scheduled Maintenance” – those times where Indryve notifies the Subscriber of periods of expected Indryve Cloud Service disruptions at least 5 days prior to the commencement of such service disruption, subject to a maximum of 5 hours in any month of a Monthly Uptime Percentage measurement period.
6. “Service Credit” – a dollar credit, calculated as set forth below, that Indryve may apply to the Subscriber.
7. “Subscriber” – those individuals and entities that have signed up for Indryve Cloud service and thus accepted the Terms of Use of Indryve Cloud Service.
8. “Terms of Use” – the Terms of Use agreement that you are automatically accepting when signing up for Indryve Cloud Service.

3. Service Credits
Subscriber is eligible for credits when the Monthly Uptime Percentage drops below 99.9%
1. From 99.0% to 99.9%: 10% of Monthly Charges
2. From 95.0% to 99.0%: 30% of Monthly Charges
3. From 90.0% up to 95.0%: 50% of Monthly Charges
4. From 0% up to 90.0%: 100% of Monthly Charges

Indryve shall apply the Service Credits against the Monthly Charges otherwise due from Subscriber. Service Credits shall not entitle you to any refund or other payment from Indryve. Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Agreement, Subscriber’s sole and exclusive remedy for any unavailability or non-performance of the Indryve Cloud Service or other failure by Indryve to provide the Indryve Cloud Service.

4. Dispute Procedures
Indryve will proactively monitor and include any entitlement by Subscriber for Service Credits in each monthly statement and shall apply any approved Service Credits to the next monthly billing cycle. Subscriber may dispute the credit entitlement within 15 days of receiving the monthly statement, by submitting anonymized logs showing the time and date of additional outages. Indryve shall apply or reject the claim within 15 days of claim receipt.

5. Indryve Cloud Service SLA Exclusions
The Service Commitment does not apply to any unavailability, suspension or termination of Indryve Cloud Service, or any other Indryve Cloud Service performance issues:
1. that result from a suspension by Indryve in accordance with the Terms of Use
2. that result from access to a Service in violation of the Terms of Use and selected subscription level
3. that result from quotas limiting the Indryve Cloud Service in accordance with the Terms of Use or Subscriber’s subscription tier
4. that occur during periods of Scheduled Maintenance
5. that result solely from errors or excessive latency of Subscriber or third-party applications or systems not within the reasonable control of Indryve
6. that result solely from Subscriber’s or third party hardware, software, or services (for example, third-party services deployed or integrated with the Hosted Software installation) not within the reasonable control of Indryve
7. that are caused by factors outside of Indryve’s reasonable control, including AWS outages, or any Force Majeure Event
8. that result solely from errors in Subscriber’s code and configuration deployed within Indryve Cloud Service at Subscriber’s request
9. that result from Subscriber’s use of the Indryve Cloud Service after Indryve advised Subscriber to modify its use of that service without adversely affecting Subscriber or any end user, if Subscriber did not modify its use as advised
10. during previews such as technical previews or betas, not in commercial operation, as reasonably determined by Indryve
11. that are solely attributable to the acts or omissions of Subscriber or Subscriber’s employees, agents, contractors, or vendors, or anyone gaining access to Indryve Cloud Service by means of Subscriber’s passwords or equipment, in breach of the Terms of Use.
Indryve shall apply the Service Credits against the Monthly Charges otherwise due from Subscriber. Service Credits shall not entitle you to any refund or other payment from Indryve. Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Agreement, Subscriber’s sole and exclusive remedy for any unavailability or non-performance of the Indryve Cloud Service or other failure by Indryve to provide the Indryve Cloud Service.

6. Modifications
Indryve may make changes to this SLA from time to time. Indryve will make a new copy of the SLA available. Upon posting, these changes will become effective for new accounts. For pre-existing accounts, the changes will become effective upon written agreement by the Subscriber, or automatically 30 days after posting, or upon the first anniversary of Subscriber’s account creation, whichever is later.