Service Level Agreements for Systemorph Cloud Plans

Version: 2022 November 22nd

Introduction and Definitions

1. Systemorph AG, a corporation organized and existing under the laws of Switzerland (Canton of Zurich), having the company identification number CHE-282.912.173 (“Systemorph” or “Company” or “we”, “us”, “our”), is a software and IT-services company founded in 2011.
2. This Service Level Agreement applies to the Systemorph Cloud Service “SMC” (this “SLA”). It is an extension of the Systemorph General Terms and Conditions (the “Agreement”). Capitalized terms used but not defined in this SLA will have the meaning assigned to them in the Agreement. This SLA applies to the SMC, in the context of a specific SMC Plan. It does not apply to separately branded services made available with or connected to the SMC. For a description of the SMC, please see the Feature Overview.
3. We are defining 3 different SLA metrics for the 3 different Plans offered: Basic, Pro and Enterprise. The detailed description of what the Plans offer to the end-customer is here. In this document, we focus on the Service Levels when delivering the SMC to the Customer.

Definitions

Claims

1. You must submit a claim to Systemorph Support including all information necessary to validate the claim, including but not limited to
   1. a detailed description of the Incident
   2. information regarding the time and duration of the Downtime or Feature Unavailability Period
   3. description of your attempts to resolve the Incident at the time of occurrence
2. We will evaluate all information reasonably available to us and make a good faith determination of whether a Service Credit is owed. We will use commercially reasonable efforts to process claims during the subsequent month and within forty-five (45) days of receipt. You must be in compliance with the Agreement in order to be eligible for a Service Credit. If we determine that a Service Credit is owed to you, we will apply the Service Credit to your Applicable Monthly Service Fees.

Service Credits

1. Service Credits are your sole and exclusive remedy for any performance or availability issues for the SMC Service under the Agreement and this SLA. You may not unilaterally offset your Applicable Monthly Service Fees for any performance or availability issues.
2. Service Credits apply only to fees paid for the particular Project, under the purchased Plan . The Service Credits awarded in any billing month for a particular Project Plan will not, under any circumstance, exceed your monthly Plan fees, as applicable, in the billing month.

Limitations

1. This SLA does not apply to any performance or availability issues
   1. Due to factors outside our reasonable control, for example natural disaster, war, government action, network or device failure external to the datacenters used by Systemorph, including at your site or between your site and the datacenter where the SMC portal and its subsystems are deployed (available Azure cloud sites as chosen in the Project);
   2. That result from the use of services, hardware, or software not provided by us, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services, esp. browsers;
   3. Caused by your use of a Service after we advised you to modify your use of the Service, if you did not modify your use as advised;
   4. During or with respect to preview, pre-release, beta or trial versions of a library or feature (as determined by us) or during any offered free-of-charge period of any Plan;
   5. That result from your unauthorized action or lack of action when required, or from your employees, agents, contractors, or vendors, or anyone gaining access to the SMC by means of your passwords or secrets, or otherwise resulting from your failure to follow appropriate security practices;
   6. That result from your failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or your use of the Service in a manner inconsistent with the features and functionality of the Service (for example, attempts to perform operations that are not supported) or inconsistent with our published guidance;
   7. That result from faulty input, instructions, or arguments (for example, requests to access data that does not exist);
   8. That result from your attempts to perform operations that exceed prescribed quotas or that resulted from our throttling of suspected abusive behavior;
   9. That result from your attempts to make use of libraries or features not available in your Plan;
   10. Your initiated operations such a stop, start of notebook execution that incur downtime are excluded from the uptime calculation;
   11. Regularly occurring maintenance windows that incur a downtime to upgrade the portal infrastructure is excluded from the uptime calculation.
2. The SMC is built on top of the Microsoft Azure Cloud. The following services of the Azure Cloud are being used, and the SMC depends on the provided SLAs of these services by Microsoft, and is limited by them
   1. Application Gateway (SLA)
   2. Azure Active Directory (SLA)
   3. Azure Active Directory B2C (SLA)
   4. Azure Container Registry (SLA)
   5. Azure Cosmos DB (SLA)
   6. Azure Devops (SLA)
   7. Azure DNS (SLA)
   8. Azure KeyVault (SLA)
   9. Azure Kubernetes Service (AKS) (SLA)
   10. Storage Accounts (SLA)
   11. Traffic Manager (SLA)

SLA Details

6.3 Warranties and Liability

The Basic and Pro SLA provides the warranty and liability as detailed in the Agreement.

Enterprise level SLAs are negotiated with each enterprise client individually.