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.
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.
Availability Level (excluding Exceptions) Service 99.5%
- 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.
Type of Maintenance Purpose Max Time Per Month Window (Eastern Time) Min Notice Scheduled
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
12:00am - 7:00am ET
48 Hours Emergency Maintenance required to protect or recover the Tidal platform by any incident of Breach or force majeure 2 hours
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.
Classification Criteria Maximum incidents per month Severity 1
(Critical / High)
The Platform or API is non-operative or significantly impaired for more than 10 consecutive minutes outside of scheduled maintenance; or the Platform cannot be accessed or used without significant delay, if at all, and no known work-around is currently available. 4 Severity 2
The Platform or API does not function as designed. 6 Severity 3
The Platform or API is experiencing problems that have little or no impact on Client’s website or business. 10
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.
Severity Step 1 (Identify & Notify Client) Step 2 (Temporary Fix) Step 3 (Fix) 1 (Critical/High) 2 hours Immediate and continuing best efforts, 24/7 Immediate and continuing best efforts, 24/7 2 (Medium) 1 business day 2 calendar days Within 5 calendar days 3 (Low) 3 business days Worked on a time available basis As appropriate
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.
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.