This Service Level Agreement (this “SLA”) is a policy governing the use of the Services (as defined in the Service Terms or other agreement with us governing your use of our Services (the “Agreement”)) and applies separately to each account using the Services. In the event of a conflict between the terms of this SLA and the terms of the Agreement, the terms and conditions of this SLA apply, but only to the extent of such conflict. Certain Capitalized terms are defined below under the heading “Definitions.” Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.
Service Commitment
Droidal will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage, during any monthly billing cycle, of at least 99.9% (the “Service Commitment”). In the event the Services do not meet the Service Commitment, you will be eligible to receive a Service Credit as described below. For avoidance of doubt, the Service Commitment is a target only and not a guarantee.
Service Credits are calculated as a percentage of the total fees paid by you for Healthcare APIs for the monthly billing cycle in which the Monthly Uptime Percentage fell within the ranges set forth in the table below:
| Monthly Uptime Percentage | Service Credit Percentage |
|---|---|
| Less than 99.9% but greater than or equal to 95.0% | 10% |
| Less than 95.0% but greater than or equal to 90.0% | 25% |
| Less than 90.0% | 50% |
Costs payable by Droidal to third parties in connection with the Services are not covered by this SLA. We will apply any Service Credits only against future payments otherwise due from you. At our sole and absolute discretion, we may issue the Service Credits to the credit card you used to pay for the billing cycle in which the unavailability occurred. Service Credits will not entitle you to any refund or other payment from Droidal. Service Credits will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one U.S. dollar (US$1.00). Service Credits may not be transferred or applied to any other account. In no event shall the total Service Credits issued for any billing cycle exceed twenty-five percent (25%) of the fees paid by customer for the affected Service during such billing cycle. Unless otherwise provided in the Agreement, your sole and exclusive remedy for any unavailability or non-performance or other failure by us to provide Services is the receipt of Service Credits (if eligible) in accordance with the terms of this SLA, and such remedy supersedes any termination or other rights that you might otherwise have under the Agreement based solely on Service unavailability.
Credit Request and Payment Procedures
To receive Service Credits, you will need to submit a claim by opening a case. To be eligible, the credit request must be received by us within thirty (30) days following the billing cycle in which the incident occurred and must include:
i) The words “SLA Credit Request” in the subject line;
ii) The billing cycle with respect to which you are claiming Service Credits, together with the Monthly Uptime Percentage for the billing cycle and the specific dates, times, and Availabilities for each 5-minute interval with less than 100% Availability throughout the billing cycle; and
iii) Your Request logs that document the Errors for your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).
If the Monthly Uptime Percentage of such credit request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credits to you within one billing cycle following the month in which the credit request occurred. Your failure to provide the credit request and other information as required above will disqualify you from receiving Service Credits.
SLA Exclusions
The Service Commitment does not apply to any unavailability, suspension or termination of Services, or any other performance issues: (i) caused by factors outside of our reasonable control, including the availability of external clearinghouses or payers, or any force majeure event; (ii) that result from any voluntary actions or inactions from you or any third party; (iii) that result from you not following any best practices described in the documentation on the Droidal site; (iv) that result from your equipment, software or other technology; (v) arising from our suspension or termination of your right to use Services in accordance with the Agreement; (vi) arising from scheduled maintenance windows notified in advance; or (vii) arising from beta, evaluation, or trial features (collectively, the “SLA Exclusions”). If availability is impacted by factors other than those explicitly used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our sole and absolute discretion.
Miscellaneous
Droidal may modify this SLA from time to time by posting an updated version on its website. Continued use of the Services after such posting shall constitute acceptance of the modified SLA.
Definitions
“Availability” is calculated for each 5-minute interval as the percentage of Requests processed by APIs that do not fail with Errors and that return a valid response within two (2) seconds. If you did not make any Requests in a given 5-minute interval, that interval is assumed to be 100% available.
“Request” is a request to Droidal application (“Droidal AI Platform”).
An “Error” is any Request that returns an internal server error in the case of the Droidal AI Platform or otherwise fails to return a valid response within the applicable response time standard.
“Monthly Uptime Percentage” is calculated as the average of the Availability for all 5-minute intervals in a monthly billing cycle. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.
A “Service Credit” is a U.S. dollar credit, calculated as set forth above, that we may credit back to an eligible account for payment.
