Client SLA

Service Level Agreement

This Service Level Agreement is dated as of May 8, 2018 between Tidal Labs, Inc., a Delaware corporation (“Tidal”) and all clients of Tidal (“Client”, and with Tidal the “Parties”). Terms defined in the MSA have the same meanings herein.

  1. Service Availability. Availability is defined as the ability for content to be retrieved from the Platform or API as measured by Tidal monitoring system. Client will communicate any Severity 1, 2 or 3 incidents it discovers to Service Provider as soon as reasonably practicable, but in any event (for Severity 1 incidents) within one business day.

  2. Exceptions to Availability. The Platform or API may not be available for use under the following circumstances, and in such case such periods of unavailability shall not be counted against Tidal for purposes of calculating the Availability Level:
    • Normal Scheduled or Emergency Maintenance as described below;
    • Breach of the Agreement by Client, its administrative users, employees, contractors or agents (“Breach”); or
    • During the continuance of an event of force majeure within the meaning ascribed in the MSA.

  3. Problem Classification; Credit for Missed Service Levels. The following Problem Classification Table definitions are used for classifying performance incidents. If the Platform experiences any Severity 1 incidents, any payments due to Tidal for that month (including without limitation any monthly minimum) will be reduced by 15% for each occurrence or series of related occurrences. If the maximum number of Severity 1 incidents allowed in any one month is exceeded, Client may cancel the Agreement or the applicable Order Form, with no further obligation, other than to pay all outstanding amounts owed under the MSA (subject to the Reduction of Payments provision above) performed by Tidal through the date of such termination. Tidal may give Client a service credit for missed service levels due to Severity 2 and Severity 3 incidents based on the nature of the incident, and the amount of time during which the Platform is affected.

  4. Tidal shall provide Client with access to qualified US-based technical personnel that may be contacted 24/7, in connection with any Severity 1 defect in the Service and/or Deliverables, via an e-mail address and telephone number. The following Response Expectation Table specifies the level of response that Tidal will give to a problem at each step of the process based upon the assigned severity of the problem. The table specifies the maximum amount of time elapsed to complete each step.

  5. Backups, hardware. The Platform’s hosted architecture is designed for redundancy and is built on Amazon servers and load balancers (with redundant connection supplied by different ISPs), Akamai distributed asset serving, and uses Apache and PHP. Tidal maintains daily full, and hourly incremental, backups of all data.

  6. For the avoidance of doubt, the Parties agree that Tidal will not be responsible for breaches of its service level commitment that are substantially contributed to by an event of force majeure within the meaning of the MSA. The credits set forth above, and this right of termination, are Client’s sole and exclusive remedies for a breach of the Service Level Agreement.

Preventative maintenance on software/hardware components

Addition of new features/functions

Repair errors that are not immediately affecting customers’ use

Upgrades on software or hardware elements necessary for long term health or performance

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