Agora Service Level Agreement

General definitions

“Applicable Period” means, for the 30 days prior to and including the last day of the Incident for which a Service Credit is owed, the number of days that you are a subscriber for a Service.

"Applicable Service Fees" means the total fees actually paid by Customer for Agora that are applied to the Applicable Period. Agora free credits, i.e., credits provided for any new organization for evaluation/free trial purposes do not qualify for Service Credits.

“Service Credit” is the percentage of the Applicable Service Fees credited to Customer following Denodo’s claim approval.

Percentage Uptime

Uptime % is calculated using the following formula:

Uptime Percentage = ( Maximum Available Minutes - Downtime ) /  Maximum Available Minutes  x 100 

Where,

"Maximum Available Minutes" is the total number of minutes across all Agora subscriptions deployed by Customer in a given billing account in an Applicable Period.

"Downtime" is the total accumulated minutes of unavailability across all Agora subscriptions deployed by Customer in a given billing account in an Applicable Period. A minute is considered unavailable for a given Denodo subscription if all continual attempts within the minute to establish a connection to Agora fail. Scheduled Downtime is not considered Downtime.

If we do not achieve and maintain the Service Level, the Customer may be eligible for a credit (Service Credits) towards a portion of their monthly service fees.

Uptime percentage < 99.5% - Service Credit 10%

Uptime percentage < 99.0% - Service Credit 25%

SLA terms

We will not modify the terms of your SLA during the term of a subscription; however, if you renew your subscription, the version of this agreement that is current at the time of renewal will apply throughout your renewal term.

Claims

In order for Denodo to consider a claim, you must submit the claim through Denodo Support portal including all information necessary for Denodo to validate the claim, including but not limited to: (i) a detailed description of the Incident; (ii) information regarding the time and duration of the Downtime; (iii) the number of subscription(s); and (iv) descriptions of your attempts to resolve the Incident at the time of occurrence. If more than one subscription was affected, they must belong to the same billing account.

We must receive the claim by the end of the Applicable Period following the month in which the Incident occurred. For example, if the Incident occurred on February 15th, we must receive the claim and all required information by March 31st.

We will evaluate all information reasonably available to us and make a good faith determination of whether a Service Credit is owed. We will use commercially reasonable efforts to process claims during the subsequent month and within forty-five (45) days of receipt. You must be in compliance with the Agreement in order to be eligible for a Service Credit. If we determine that a Service Credit is owed to you, we will apply the Service Credit to your Applicable Service Fees in the billing account of the claim.

Note that any Service Credit will have the same expiration date as the subscription term.

Limitations

This SLA and any applicable Service Levels do not apply to any performance or availability issues:

1. Due to factors outside our reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centers, including at your site or between your site and our infrastructure);
2. That result from the use of services, hardware, or software not provided by us, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services;
3. Caused by your use of Agora after we advised you to modify your use of Agora, if you did not modify your use as advised;
4. During or with respect to preview, pre-release, beta or trial versions of Agora, feature or software (as determined by us);
5. That result from your unauthorized action or lack of action when required, or from your employees, agents, contractors, or vendors, or anyone gaining access to our network by means of your passwords or equipment, or otherwise resulting from your failure to follow appropriate security practices;
6. That result from your failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or your use of Agora in a manner inconsistent with the features and functionality of Agora (for example, attempts to perform operations that are not supported) or inconsistent with our published guidance;
7. That result from faulty input, instructions, or arguments (for example, requests to access views that do not exist);
   That result from your attempts to perform operations that exceed prescribed quotas or that resulted from our throttling of suspected abusive behavior;
8. Due to your use of Agora features that are outside of associated Support Windows;
9. For subscriptions reserved, but not paid for, at the time of the Incident.
10. Your initiated operations such as restart, stop, start, failover, scale compute, and scale storage that incur downtime are excluded from the uptime calculation.
11. Monthly maintenance window that incurs a downtime to patch your server and infrastructure is excluded from the uptime calculation.

Last Updated September 9, 2024