This Gridy Service Level Agreement (SLA) is a policy governing the use of our Product under the terms of the Gridy Subscription Agreement (the Gridy Agreement ) between Gridy Technology Ltd. and its affiliates (Gridy , us or we ) and users of Gridy's services (you ). Unless otherwise provided herein, this SLA is subject to the terms of the Gridy Agreement and capitalized terms used but not defined herein will have the meaning specified in the Gridy Agreement. We reserve the right to change the terms of this SLA in accordance with the Gridy Agreement.

Service Commitment

Gridy will use commercially reasonable efforts to (i) make hosted services available with a Monthly Uptime Percentage (defined below) of at least 95% during any monthly billing cycle, (ii) make our application available with a Monthly Uptime Percentage of at least 95% and (iii) maintain a Response Time (defined below) of 24 hours or less unless otherwise negotiated ((i), (ii) and (iii), the Service Commitment ). In the event Gridy does not meet the Service Commitment, you may request that Gridy create and provide you with a Corrective Action Plan (defined below), and Gridy will do so within thirty days of receiving your request. Requests for a Corrective Action Plan must be made within seven (30) days following the end of the month in which the Service Commitment was not met. Gridy shall implement the Corrective Action Plan in the time frames and manner set forth therein at no cost to you.

Definitions

  • Corrective Action Plan must include, at a minimum: (a) Gridy's commitment to you to devote the appropriate time, skilled personnel, systems support and equipment and other resources necessary to resolve and prevent any further occurrences of the Errors giving rise to the support requests; (b) a strategy for developing any programming, software updates, fixes, patches, etc. necessary to remedy, and prevent any further occurrences of, the Errors, and (c) time frames for implementing the Corrective Action Plan.
  • Error Rate means the percentage of total requests during a five minute period for which internal server errors were returned by Gridy, as determined by Gridy's records or the records of a third party service provider, which may be identified by Gridy from time to time, and is calculated for each five minute period in a given month. If no requests were made in a given five minute period, that period is assumed to have a 0% Error Rate. The calculation of the number of internal server errors will not include errors that arise directly or indirectly as a result of any of the Gridy SLA Exclusions (as defined below).
  • Holidays means:
    • New Years Day (January 1)
    • Christmas Day (December 25)
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  • Monthly Uptime Percentage is calculated by subtracting from 100% the average Error Rate of all five-minute periods in the billing cycle.
  • Response Time measures how long it takes Gridy to respond to support emails sent by you. It is measured as the average time to respond to the support emails sent by you for the billing cycle, from the time the email was sent rounded up to the nearest normal business hour (Monday through Friday 9am to 5pm UTC and excluding Holidays) unless otherwise negotiated.
  • Scheduled Maintenance means: (i) upgrades of hardware or software, (ii) upgrades to increase capacity, and (iii) other activity to maintain or improve the systems supporting you, in each case where Gridy gives advance notice of such maintenance.

Gridy SLA Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of Gridy, or any other Gridy performance issues that result from: (i) Gridy Beta status, (ii) factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of Gridy; (iii) any actions or in-actions of you or any third party; (iv) your equipment, software or other technology and/or third-party equipment, software or other technology (other than third party equipment within our direct control); (v) our suspension or termination of your right to use our Product(s) in accordance with the Gridy Agreement; (vi) exceeding usage limits stated in the Gridy documentation; (vii) using the Product(s) in a way that is not recommended; (viii) Scheduled Maintenance; (ix) making unauthorized modifications to the Product(s).