Service Level Agreement

SkaleData is committed to providing reliable, available data infrastructure services to its customers. SkaleData's automated management software and personnel monitor the SkaleData Control Plane and respond to system failures, updates, critical security patches, and other anomalies to minimize their impact on the Services' availability or performance.

This Service Level Agreement (this “SLA”) sets out the service-level commitments applicable to Customer's use of the Services and the Service Credits to which Customer is eligible if those commitments are not met. This SLA forms part of, and is incorporated by reference into, the Master Subscription Agreement between SkaleData, Inc. (“SkaleData”) and Customer (the “Agreement”). Capitalized terms not defined herein have the meanings given in the Agreement. Service Credits, as described in Section 4, are Customer's sole and exclusive remedy for any failure by SkaleData to meet the service-level commitments set forth in this SLA.

This SLA applies only to paid subscriptions for the Services. It does not apply to Limited Use Solutions (as defined in the Agreement), including without limitation free trials, beta, alpha, early-access, design-partner, or pay-as-you-go offerings.

1. Definitions

“Control Plane” means the SkaleData-operated infrastructure through which Customer provisions, configures, monitors, and manages data infrastructure within the Customer Cloud Environment, including the SkaleData web console and the SkaleData management application programming interfaces (APIs).

“Critical Patch” means a software update applied to the Control Plane to address a known critical security vulnerability or critical defect that, in SkaleData's reasonable judgment, must be applied without the advance notice associated with Scheduled Maintenance.

“Customer Cloud Environment” has the meaning given in the Agreement.

“Downtime” means a period during which the Control Plane is not reachable for Customer due to a failure of components operated and controlled by SkaleData, as measured by SkaleData's monitoring systems.

“Downtime Period” means a period of one or more consecutive minutes of Downtime. Partial minutes or intermittent Downtime for a period of less than one minute will not be counted as any Downtime Period.

“Monthly Fees” means the recurring Fees payable by Customer to SkaleData under the applicable Order Form for the calendar month in which the Downtime occurred. Where Fees are not billed monthly, Monthly Fees shall be calculated as the prorated equivalent monthly amount.

“Monthly Uptime Percentage” means the total number of minutes in a calendar month, minus the aggregate number of minutes of Downtime of all Downtime Periods occurring during the month, divided by the total number of minutes in the month, expressed as a percentage.

“Scheduled Maintenance” means maintenance applied to the Control Plane during a maintenance window. SkaleData shall provide Customer with at least seven (7) days' advance notice of any Scheduled Maintenance, except in the case of Critical Patches. SkaleData will use commercially reasonable efforts to minimize the impact of Scheduled Maintenance on the Services.

“Service Credit” means a credit applied to Customer's future use of the Services in accordance with Section 4.

“SLO” means the Service Level Objective set forth in Section 2.

“Support Request” means a written request submitted by Customer to SkaleData through the support channels designated in the Documentation.

2. Service Level Objective

2.1 Uptime Commitment. SkaleData will provide the Control Plane with a Monthly Uptime Percentage of at least ninety-nine and five-tenths percent (99.5%) during a calendar month (the “SLO”). In the event SkaleData does not meet the SLO in a given calendar month, Customer will be eligible to receive Service Credits as described in Section 4, subject to the exclusions in Section 5.

2.2 Scope of Measurement. The SLO applies only to the SkaleData Control Plane. The availability, performance, and operation of applications and workloads deployed within the Customer Cloud Environment (including without limitation Apache Airflow, Airbyte, DataHub, and Apache Superset) are subject to the architecture, configuration, and operation of the Customer Cloud Environment and the underlying cloud provider, and are not covered by this SLA. Customer is solely responsible for the availability of resources within the Customer Cloud Environment as set forth in the Agreement.

2.3 Calculation. Monthly Uptime Percentage is calculated by SkaleData based on its monitoring systems and the records maintained by SkaleData in the ordinary course of business. In the event of a dispute regarding the calculation of Monthly Uptime Percentage or the amount of Service Credits, SkaleData will make a determination in good faith based on its monitoring data, system logs, and incident records, which SkaleData will make available for Customer review upon written request.

3. Support Response Times

3.1 Severity Levels. Support Requests submitted by Customer to SkaleData will be classified into the following severity levels:

3.2 Response Time Targets. SkaleData will use commercially reasonable efforts to provide an initial response to Support Requests within the following target response times. “Initial response” means acknowledgment of the request and engagement with Customer; it does not require resolution of the underlying issue.

“Business hours” means 9:00 AM to 6:00 PM Mountain Time, Monday through Friday, excluding U.S. federal holidays. The Order Form may specify expanded support hours or different response time targets for specific subscription tiers.

4. Service Credits

4.1 Eligibility. If the Monthly Uptime Percentage for the Control Plane falls below the SLO in a given calendar month, Customer will be eligible to receive Service Credits as set forth in Section 4.2, subject to the exclusions in Section 5 and the procedures in Section 4.4.

4.2 Credit Tiers. Service Credits for a given calendar month will be calculated as a percentage of the Monthly Fees for the affected Services, based on the Monthly Uptime Percentage achieved during that month:

4.3 Maximum Credits. The aggregate Service Credits issued to Customer for any single calendar month shall not exceed fifty percent (50%) of the Monthly Fees paid by Customer for that month.

4.4 Procedure for Claiming Credits. To receive Service Credits, Customer must submit a written claim to SkaleData at billing@skaledata.com within thirty (30) days following the end of the calendar month in which the SLO breach occurred. The claim must include (a) the dates and times of the Downtime Periods on which the claim is based; (b) the Services affected; and (c) any supporting information available to Customer (such as error messages, status page screenshots, or correspondence with SkaleData's support team). SkaleData will review the claim and, where Service Credits are due, apply them to Customer's account within thirty (30) days of the claim. Failure to submit a claim within the thirty (30) day window will result in forfeiture of the right to receive Service Credits for the applicable month.

4.5 Application of Credits. Service Credits will be applied to Customer's future use of the Services in the form of a credit against the next invoice issued to Customer following SkaleData's confirmation of the credit. Service Credits will expire ninety (90) days after issuance if not used and have no cash value. Service Credits are not transferable and may not be exchanged for cash, refunds, or any other form of payment.

4.6 Sole and Exclusive Remedy. THE SERVICE CREDITS DESCRIBED IN THIS SECTION 4 ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND SKALEDATA'S ENTIRE LIABILITY, FOR ANY FAILURE BY SKALEDATA TO MEET THE SLO OR ANY OTHER SERVICE-LEVEL COMMITMENT SET FORTH IN THIS SLA. SERVICE-LEVEL COMMITMENTS UNDER THIS SLA ARE NOT WARRANTIES.

5. Exclusions

Downtime caused by, arising from, or related to the following events shall not be taken into account when calculating Monthly Uptime Percentage or determining Service Credit eligibility:

Factors outside of SkaleData's reasonable control, including any force majeure event, internet or telecommunications failures, hostile actions by third parties such as denial-of-service attacks, or actions or omissions by governmental authorities;

Scheduled Maintenance, provided SkaleData has given the required advance notice and the maintenance does not exceed one (1) hour in any calendar month except where additional time is reasonably necessary;

Critical Patches deployed by SkaleData to address security vulnerabilities or critical defects;

Beta Features, Limited Use Solutions, evaluation services, free trials, design-partner deployments, and other offerings not covered by a paid Order Form;

Failures, outages, performance degradation, or other issues attributable to the Customer Cloud Environment, including any underlying cloud provider (such as Google Cloud Platform, Amazon Web Services, or Microsoft Azure), or to any service, system, or component within the Customer Cloud Environment that is not operated by SkaleData;

Customer's revocation, modification, or expiration of the access authorization granted to SkaleData under the Agreement (including service account impersonation, IAM role assumption, managed identity assignment, or other delegated-access mechanisms);

Customer modification, misconfiguration, or termination of resources within the Customer Cloud Environment relied upon by the Services, including operating credentials, virtual machines, networks, object storage, identity policies, and cloud-provider service quotas;

Customer-deployed code, configurations, or workflows (including without limitation Airflow DAGs, Airbyte connectors, queries, and similar Customer artifacts), or any failure of such Customer-deployed components;

Customer-generated service load or usage that exceeds the resource allocations or capacity limits set forth in the applicable Order Form or Documentation;

Failures or terminations of services provided by subprocessors or subcontractors used by SkaleData to deliver the Services, where such failures are caused by the subprocessor or subcontractor and not by SkaleData;

Customer's breach of the Agreement, including any use of the Services in violation of the use restrictions or in violation of the Acceptable Use Policy;

Suspension of access to the Services by SkaleData in accordance with the Agreement, including for non-payment or breach of the Agreement.

6. Status Page and Notifications

SkaleData maintains a public status page where it reports current operational status, incident updates, and historical uptime information for the Control Plane. SkaleData will use commercially reasonable efforts to update the status page in a timely manner during incidents affecting the Services. For incidents materially affecting the Control Plane, SkaleData will also use commercially reasonable efforts to notify Customer's primary technical contact identified in the applicable Order Form.

7. Updates to this SLA

SkaleData may update this SLA from time to time. SkaleData will provide Customer with at least thirty (30) days' advance notice of any material changes that would reduce Customer's rights or benefits under this SLA. Updates that do not materially reduce Customer's rights or benefits (including without limitation increases in the SLO target, expanded support coverage, or improved credit structures) may take effect immediately upon notice. The then-current version of this SLA will be available at https://skaledata.com/legal/sla.

8. General

This SLA forms part of the Agreement. In the event of any conflict between this SLA and the Agreement, the Agreement shall control with respect to the subject matter hereof, except as expressly provided otherwise herein. Capitalized terms not defined in this SLA have the meanings given in the Agreement.

The service-level commitments in this SLA are subject to the limitations of liability set forth in the Agreement, including the aggregate liability cap. For the avoidance of doubt, Service Credits issued under this SLA shall be counted toward the aggregate liability cap set forth in the Agreement.