Cultivate Service Level Agreement “SLA”
November 3, 2020
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Cultivate Software License Agreement or Cultivate SaaS Agreement, as applicable.
Cultivate provides a 99.99% Uptime commitment. If a failure to meet this commitment impacts Customer’s instance of the Software or Service (i.e. availability of end user leadership coaching dashboard), Cultivate will apply a Credit to Customer for future use. Credits are the sole and exclusive remedy for any failure by Cultivate to meet its commitment under this SLA.
“Uptime” means the percentage of total possible minutes the Software or Service was available during a quarter (January 1 through March 31 and every three month period thereafter).
“Downtime” means the total number of minutes the Software or Service was unavailable during a quarter, excluding:
a) Issues related to external apps or third parties;
b) External network or equipment problems outside of Cultivate’s reasonable control;
c) Issues caused by Customer or Customer Environment;
d) Issues during any evaluation period or in any “Beta Release” products, features, software or service; or
e) Scheduled Downtime.
“Scheduled Downtime” means any downtime to perform system maintenance, backup and upgrade functions, and any other downtime incurred as a result of a Customer request. Customer will be provided with at least 48 hours advance notice. Scheduled Downtime won’t exceed 12 hours in a year, subject to increases due to Customer requests.
“Credit” means an amount equal to ten (10) times the proportionate amount that Customer paid during the period the Software or Service was down, limited to a maximum amount equal to fifteen (15) days worth of paid license fees or access fees, as applicable. To receive a Credit, Customer’s account must be current. Credits are not refunds, nor can they be exchanged into cash. Credits expire upon termination of the applicable Order Form.
Cultivate’s Uptime commitment is calculated as follows: ((total minutes in quarter – Downtime) / total minutes in quarter) > 99.99%
Cultivate measures unavailability by using commercially reasonable methods such as server monitoring software to measure the error rates, ping test results, server tests, TCP port tests, and website tests.