Last Updated February 14, 2023
1. Definitions. The following capitalized terms will have the definitions set forth below:
- “Force Majeure” means any act, event, or occurrence beyond Arta's reasonable control, including, without limitation, issues arising from bugs or other problems in the software, firmware or hardware of Arta's suppliers, outages or issues with upstream providers or network Carriers, acts of God, fires, floods, storms, landslides, epidemics, lightning, earthquakes, drought, blight, famine, quarantine, blockade, governmental acts or inaction, orders or injunctions, war, insurrection or civil strife, sabotage, explosions, labor strikes, work stoppages, and acts of terror.
- “Normal Business Hours” means 9 a.m. to 6 p.m. Eastern Time Monday through Friday excluding holidays.
- “Scheduled Downtime” means the total amount of time during any calendar month, measured in minutes, during which Client is not able to access the Service due to planned system maintenance performed by Arta. Arta will exercise reasonable efforts to perform scheduled system maintenance between the hours of 10 p.m. and 11 p.m. Eastern Time. Arta will provide Client with reasonable prior notice of such Scheduled Downtime.
- “Total Monthly Time” means the total minutes in the relevant calendar month less Scheduled Downtime. For any partial calendar month during which Client subscribes to the Service, availability will be calculated based on the entire calendar month, not just the portion for which Client subscribed.
- “Unscheduled Downtime” means the total amount of time during any calendar month, measured in minutes, during which the Client is not able to access the features and functions of the Service, other than Scheduled Downtime, as defined above. Unscheduled Downtime shall not include any period during which the Service is unavailable as a result of (i) non-compliance by Client with any provision of this SLA; (ii) incompatibility of Client’s equipment or software with the Service; (iii) actions or inactions of Client or third parties; (iv) Client’s use of the Service after Arta has advised Client to modify its use of the Service, if Client did not modify its use as advised; (v) acts or omissions of Client or Client’s employees, agents, contractors, or vendors, or anyone gaining access to the Service by means of Client’s passwords or equipment; (vi) performance of Client’s systems or the Internet; (vii) any systemic Internet failures; (viii) network unavailability or Client’s bandwidth limitations; or (ix) Scheduled Downtime.
- “System Availability” means, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the Total Monthly Time, and thereafter dividing the difference so obtained by the Total Monthly Time. Represented algebraically, System Availability for any particular calendar month is determined as follows:
2. System Performance
- System Availability. Arta will undertake commercially reasonable measures to ensure that System Availability equals or exceeds ninety-nine point five percent (99.5%) during each calendar month (the “Service Standard”).
- Access to Support; Response Times: Client may report Unscheduled Downtime at any time (“24x7x365”) by sending Arta an e-mail to support@arta.io. During Normal Business Hours, Arta will exercise commercially reasonable efforts to respond to reports of Unscheduled Downtime within [30 minutes] of each such report.
- Client Requirements. Client is responsible for maintenance and management of its computer network(s), servers, and software, and any equipment or services related to maintenance and management of the foregoing. Client is responsible for correctly configuring its systems in accordance with any instructions provided by Arta, as may be necessary for provision of access to the features and functions of the Service.
- Remedy
1. Credits Against Fees: In the event Unscheduled Downtime occurs, Client will be entitled to credits against its subsequent payment obligations (as set forth in the Agreement) (“Service Credits”) according to the following table:
Client’s rights under this Section 4.1 are Client’s sole and exclusive remedy with respect to any Unscheduled Downtime or any failure by Arta to meet the Service Standard required by Section 2.1.
2. Maximum Service Credits: The maximum amount of Service Credits that Arta will issue to Client for Unscheduled Downtime in a single calendar month will not exceed fifty percent (50%) of the monthly billing for such month.
3. Requesting Service Credits: As a condition to Arta's obligation to provide Service Credits to Client, Client must request such Service Credits by sending an e-mail identifying the date and time of the Unscheduled Downtime for which Client is requesting Service Credits, with sufficient evidence (including description of the incident and duration of the incident) to support@arta.io within thirty (30) days following such Unscheduled Downtime. If Client fails to request any Service Credits to which Client is entitled in accordance with this Section 4.3, Arta will have no obligation to issue such Service Credits to Client.
