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Service Level Agreement

Last updated: June 5, 2024

This Service Level Agreement ("SLA") is subject to the terms of service between DWS Inc. d/b/a NodeShift ("NodeShift") and Client (“Agreement”). NodeShift reserve the right to change the terms of this SLA in accordance with the Agreement.

1. Service Commitment
Defined Terms: Capitalized terms used in this SLA and not otherwise defined in the Agreement shall have the following meanings:
Availability % — ratio of Uptime to Downtime during any calendar month.
Downtime — the duration of time when rented virtual machines are not available to the Client for the Services excluding any unavailability caused by (i) scheduled maintenance; (ii) a shutdown of communication channels and equipment outside of the Company’s direct control; (iii) Client’s applications, software, or components, cause Service failure; (iv) damaging actions of the Client, its employees, partners, customers, etc., which have led to a negative impact on the components of the Service (spam, spoofing, violation of the Agreement and other policies and procedures of the Company applicable to the Services); (v) any event of force majeure which impairs the Company’s ability to provide the Services.
High Availability Virtual Machines – is a service level commitment of highly available virtual machines, subject to occasional (i.e., rare) and unpredictable downtime. These high availability machines are fault-tolerant, reliable, robust, and provide continuously available features but should be selected only if the Client operations can tolerate occasional disruptions.
Spot Virtual Machine – is a service level commitment of a specialized instance that allows the Client to access and utilize unused data center capacity at a steeply discounted rate. Although the pricing is typically lower than for standard virtual machines, Client’s acknowledge and agree that these Spot Virtual Machines and they can be taken away from the Client at any time without warning.
Unavailability – the period when rented virtual machines are not available to the Client over the network.
Uptime – the duration of time when the Services function normally.
The Client will select the Service
Level Commitment for the Services at the inception of the
Agreement. If the Company fails to achieve the Service Level Commitment so selected by Client, the Client is provided with monetary compensation in the form of credits against existing and future costs for Services. The Service Level Commitment options for the Client to select are as follows:

Service Level Commitment - Availability % ≥ 99.97	COMPENSATION AMOUNT (% OF THE VIRTUAL MACHINE RENT MONTHLY VALUE)
Availability % ≥ 99.97	0%, SLA target value
99,97 > Availability ≥ 99,45	5%
99,45 > A ≥ 98,90	15%
98,90 > A ≥ 96,71	20%
96,71 > Availability ≥ 76,98	50%
76,98 > Availability	100%

Service Level Commitment - Availability % ≥ 99.9	COMPENSATION AMOUNT (% OF THE VIRTUAL MACHINE RENT MONTHLY VALUE)
Availability % ≥ 99.9	0%, SLA target value
99,99 > Availability ≥ 99,45	5%
99,45 > A ≥ 98,90	15%
98,90 > A ≥ 96,71	20%
96,71 > Availability ≥ 76,98	50%
76,98 > Availability	100%

Service Level Commitment Options - High Availability Virtual Machine	COMPENSATION AMOUNT (% OF THE VIRTUAL MACHINE RENT MONTHLY VALUE)
N/A	N/A

Service Level Commitment Options - Spot Virtual Machine	COMPENSATION AMOUNT (% OF THE VIRTUAL MACHINE RENT MONTHLY VALUE)
N/A	N/A

2. Exclusions
The service commitments set forth herein do not apply to any unavailability that results from a suspension to use or access the Services, as described in the Agreement. This service commitment does not apply to any unavailability that is caused by or results from (i) factors outside of our reasonable control, including a Force Majeure event; (ii) problems beyond the demarcation point of NodeShift network; (iii) any actions or inactions of Client or any third party; (iv) the equipment, software or other technology of Client or any third party (other than third party equipment within our direct control); or (v) any Maintenance.
3. General
3.1. Notice. All notices, demands, requests, consents, approvals or other communications (collectively, "Notices") required or permitted to be given hereunder or which are given with respect to the SLA will be confirmed by electronic delivery and
a. If to NodeShift: At the following email address: contact@nodeshift.com ("Notification Email Address") addressed to Site Reliability Engineering team;
b. If to users of the Services. To the email address provided to NodeShift at the time of registration ("Licensee Notification Email Address"). Notice will be deemed given on the date and time stamp of the email.

3.2 Assignment. Neither party may assign this SLA or any right herein or delegate any duty hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld; however, either party will be entitled to assign, delegate or transfer this Agreement (in whole and not part) to any parent or subsidiary of or entity under its common control with such party or to any purchaser of all or a majority of such party's assets or a controlling interest in such party without approval of the other party. Any purported assignment or delegation in violation of this Section 3.2 shall be null and void.
3.3 Governing Law. This Agreement is made under and will be construed under the laws of the State of Delaware without regard to the conflicts of laws provisions of those laws. The parties hereby submit to the jurisdiction of the state and federal courts located in Dover, Delaware and agree that said courts have the sole and exclusive jurisdiction over any and all disputes and causes of action involving such party that arise out of or relate to the SLA.
3.4 Amendment. No amendments, modifications, or supplements to this SLA (including the content of any email correspondence) will be binding unless specifically agreed to in writing by NodeShift.
3.5 Waiver. The waiver of any breach hereunder will not constitute the waiver of any other or subsequent breach.
3.6 Severability. If any term contained in the SLA is found to be invalid, illegal or unenforceable for any reason, the remainder of the provisions shall continue in full force and effect, and it is in the intent that a valid, legal and enforceable provision with the same intent and economic effect be substituted.
3.7 Headings. The descriptive headings of the several sections of this SLA are inserted for convenience only and do not constitute a part of this SLA and will not affect the interpretation hereof.

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