Terra Availability & Service Level Policy

Policy Owner: Kyriakos Eleftheriou
Last updated: May 1st, 2024

TerraTerra Availability & Service Level PolicyThis Service Level Policy ("SLP") outlines the policies and procedures regarding the services provided by Terra, Enabling Developers Ltd. to a customer (“Customer”) pursuant to a separate service agreement between Terra and Customer (a “Customer Agreement”).
Service Level DescriptionThis document contains Terra’s service levels for the Subscription Services provided by Terra to Customer under the Terra Subscription Agreement (the “Agreement”), where Customer acquired its rights to use the Terra Platform. This Service Level Description is considered “Additional Terms of Service” for the Agreement.
1. DefinitionsExcept as otherwise defined herein, capitalized terms shall have the meaning ascribed to them in the Agreement. For this Service Level Description, the following definitions apply:
“Connected wearable accounts” refer to the end users authorizing access to their data using Terra’s Services. They are considered successfully connected when Terra confirms access or when data is accessed by the Customer.
“Available” means that the Terra Platform, as provided by Terra, is capable of responding to incoming requests from Users to process and display compatible data, properly transmitted over the Internet for 50% or more successfully connected wearable accounts. “Availability” has the corresponding meaning.
“Defect” means a failure of the Terra Platform, as provided by Terra, to conform to its specifications detailed in the Documentation. A Defect includes failures of the environment or infrastructure provided by Terra or associated services to perform as documented, excluding issues stemming from data providers’ systems being down or unavailable due to reasons outside Terra’s control.
“Downtime” is any period during which the Terra Platform is not Available.
2. Service Levels1. Service Level Standards. Throughout the Subscription Term, Terra shall maintain the following service levels for the Terra Platform, otherwise, “Service Level Credits” described below will be provided:
1.1. Availability Service Level. The monthly average Availability of the Terra Platform will be no less than 98.0%, excluding any Force Majeure Events that cause Downtime.
1.2. Determination of Availability. Availability is calculated monthly using the formula: (Actual Availability divided by Total Scheduled Availability) multiplied by 100. “Actual Availability” means Total Scheduled Availability minus Downtime, measured in minutes. “Total Scheduled Availability” is defined as 24 hours a day, 7 days a week.
2. Reporting. Terra will publish statistics detailing its performance against these Service Levels, which can be accessed at https://stats.uptimerobot.com/BvAAksDlAO
3. Service Level Credits. If Terra does not meet the stipulated Service Levels, Customer may request a Service Level Credit as follows:
3.1. SLA Penalty for Service Availability Failure. If Terra fails to meet the Availability Service Level in any given month, Customer is entitled to a Service Level Credit equivalent to a percentage of the Monthly Subscription Fees for that month, as per the “Availability Service Level Credits” table:

Terra Platform Availability LevelService Level Credit
< 97.0% - >= 98.0%1.5% of the Monthly Subscription Fee
< 97.0% - >= 95.0%3.0% of the Monthly Subscription Fee
< 95%5.0% of the Monthly Subscription Fee

These credits will be applied to the next invoice from Terra to Customer. If credits remain unutilized upon expiration or termination of the Subscription Term, they will be applied against any outstanding Fees or expenses owed by the Customer to Terra.
4. Limited Remedy. The rights to Service Level Credits specified herein are the sole and exclusive remedy available to Customer for any failure by Terra related to the availability of the Terra Platform. The maximum total credit for failure to meet the Service Levels in any given month will not exceed 5% of the Monthly Subscription Fees. Credits not applicable due to this cap will not be carried forward to future months.
5. Scope. These Service Level commitments apply only to the production use of the Terra Platform and do not extend to non-production accounts, such as staging and testing accounts. The Service Levels are applicable only if Customer’s utilization of the Terra Platform falls within the entitlements specified in the applicable Sales Order. Customers are not entitled to Service Level Credits if they are in breach of the Agreement (including payment obligations) at the time the event giving rise to the credit occurs. To receive a Service Level Credit, Customer must notify their Terra account manager within ten (10) days following the event.