Oracle Service Level Agreement for Zenedge Services

This Oracle Service Level Agreement for Zenedge Services (the “SLA”) are entered into by and between Oracle and Client, and are incorporated into the Agreement entered into by and between the same as they pertain to Zenedge Services. Capitalized terms not defined herein shall have the same meaning ascribed to them in the Agreement (as such term is defined in the Oracle Master Services Agreement for Dyn Services located at dyn.com/legal/enterprise-legal-terms).

  1. SERVICE LEVEL AGREEMENT (“SLA”). Oracle commits to provide a level of service demonstrating:

            1.1 100% Uptime. The Service will serve Client Content 100% of the time subject to the terms set forth herein.

            1.2 Penalties. If the Service fails to meet the above service level, Client will receive a credit equal to the result of the Service Credit calculation in Section 6 of this SLA.

            2.1 Capitalized terms not defined herein shall have the same meaning ascribed to them in the Agreement (as such term is defined in the Oracle Master Services Agreement for Dyn Services located at dyn.com/legal/enterprise-legal-terms).

            2.2 “Affected Client Ratio” is calculated as

follows:

Affected Client Ratio= (Unique visitors as measured by IP address affected by Unscheduled Service Outage)

                                                             Total unique visitors as measured by IP address

 

            2.3 “Claim” means a claim submitted by Client to Oracle pursuant to this SLA that a Service Level has not been met and that a Service Credit may be due to Client.

            2.4 “Client” refers to the organization that has signed an order under which it has purchased and explicitly enabled Zenedge Services from Oracle.

            2.5 “Client Planned Downtime” is downtime specified by the Client that is to be excluded from any calculation of an Outage Period. This would apply to any time when the Client has requested Service access suspended from their environment.

            2.6 “Customer Support” means the services by which Oracle may provide assistance to Client to resolve issues with the Service.

            2.7 “Force Majeure” refers to any downtime minutes that are the result of events or conditions beyond Oracle’s reasonable control. Such events might include but are not limited to any acts of common enemy, the elements, earthquakes, floods, fires, epidemics, and inability to secure products or services from other persons or entities.

            2.8 “Incident” means any set of circumstances resulting in a failure to meet a Service Level.

            2.9 “Outage Period” is equal to the number of downtime minutes resulting from an Unscheduled Service Outage.

            2.10 “Scheduled Availability” is the total number of minutes in the month minus any Client Planned Downtime, and downtime caused by Force Majeure.

            2.11 “Service” means Oracle’s Zenedge Services, as further described in the Agreement and Order, excluding any on-premises hardware or software.

            2.12 “Service Credit” is the percentage of the monthly service fees for the Service that is credited to Client for a validated Claim.

            2.13 “Service Level” means standards Oracle chooses to adhere to and by which it measures the level of service it provides as specifically set forth below.

            2.14 “Unscheduled Service Outage” are those interruptions to the Service that have not been previously communicated to the Client and that result in the Client’s application being unavailable to its customers or users. Unscheduled Service Outages exclude downtime minutes resulting from Client Planned Downtime or downtime caused by Force Majeure.

  1. SERVICE CREDIT CLAIMS

            3.1 Oracle provides this SLA subject to the following terms. These terms will be fixed for the duration of the initial of the Order. If an Order is renewed, the version of this SLA that is current at the time the renewal term commences will apply throughout the renewal term.

            3.2 In order to be eligible to submit a Claim with respect to any Incident, the Client must first have notified Customer Support of the Incident by opening a support ticket in Oracle’s support ticket system as soon as is practicable, but in no case more than five (5) calendar days following the Incident.

            3.3 To submit a Claim, Client must contact Customer Support and provide notice of its intention to submit a Claim. Client must provide to Customer Support all reasonable details regarding the Claim, including but not limited to, detailed descriptions of the Incident(s), the duration of the Incident, network traceroutes, the URL(s) affected and any attempts made by Client to resolve the Incident.

            3.4 In order for Oracle to consider a Claim, Client must submit the Claim, including sufficient evidence to support the Claim, by the end of the billing month following the billing month in which the Incident which is the subject of the Claim occurs.

            3.5 Oracle will use all information reasonably available to it to validate Claims and make a good faith judgment on whether the SLA and Service Levels apply to the Claim.

  1. SLA EXCLUSIONS

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

                        (a) Due to factors outside Oracle’s reasonable control;

                        (b) That resulted from Client’s or third party hardware or software;

                        (c) That resulted from actions or inactions of Client or third parties;

                        (d) Caused by Client’s use of the Service after Oracle advised Client to modify its use of the Service, if Client did not modify its use as advised;

                        (e) During beta and trial Service (as determined by Oracle); Or

                        (f) Attributable to the acts or omissions of Client or Client’s employees, agents, contractors, or vendors, or anyone gaining access to Oracle’s Service by means of Client’s Authorized Users’ accounts or equipment.

  1. SERVICE CREDITS

            5.1 The amount and method of calculation of Service Credits is described below in Section 6.

            5.2 Service Credits are Client’s sole and exclusive remedy for any violation of this SLA.

            5.3 The total amount of Service Credits awarded in any yearly billing period shall not, under any circumstance, exceed six (6) months of a Client’s cumulative total monthly service fees.

            5.4 Service Credits for this SLA will only be calculated against monthly recurring fees associated with the Service.

  1. SERVICE CREDIT CALCULATION.

            6.1 For any and each Outage Period during a monthly billing period Oracle will provide as a Service Credit an amount calculated as follows: Service Credit = (Outage Period minutes * Affected Client Ratio) ÷ Scheduled Availability minutes

  1. METHODOLOGY

            7.1 Oracle is not responsible for comprehensive monitoring of Client Content; this responsibility lies with Client. Oracle will review data on a Client’s reported Outage Periods as determined by any commercially reasonable independent measurement system used by the Client.

            7.2 Oracle will use all information reasonably available to it in order to calculate the Affected Client Ratio during an Outage Period, including analysis of Service Data immediately prior to the Outage Period to estimate the ratio of a Client’s visitors that were affected during an Outage Period at one or more of Oracle’s data centers.

ORACLE CUSTOMER SUPPORT TERMS FOR ZENEDGE SERVICES

Oracle commits to provide support services as described below:

  • Standard Support. Oracle will use commercially reasonable efforts to make a member of its technical support staff available to respond to questions and/or concerns about the Services in accordance with the technical support schedule located at dyn.com/services.
  • Gold Support. If Client elects to upgrade to and purchase Oracle Gold Level Support for Zenedge Services, Oracle will use commercially reasonable efforts to (i) make a member of its technical support staff available to respond to questions and/or concerns about the Services in accordance with the technical support schedule referenced in section 1.1, (ii) provide Client with priority technical support queuing over Standard Support clients, and (iii) provide Client with optional, annual state-of-account reviews. Oracle will use commercially reasonable efforts to respond to a properly submitted Gold Support for Zenedge Services ticket related to an Incident within one (1) business hour (see the technical support schedule referenced in Section 1.1) of receiving said ticket.
  • Platinum Support. If Client elects to upgrade to and purchase Oracle Platinum Support for Zenedge Services, Oracle will use commercially reasonable efforts to (i) make a member of its technical support staff available to respond to questions and/or concerns about the Services in accordance with the technical support schedule referenced in section 1.1, (ii) provide Client with priority technical support queuing over Standard Support and Gold Support clients, (iii) provide optional weekly check-ins, and (iv) provide optional, quarterly state-of-account reviews. Oracle will use commercially reasonable efforts to respond to a properly submitted Platinum Support for Zenedge Services ticket related to an Incident within thirty (30) minutes of receiving said ticket.