This Availability Policy will only apply if Customer has purchased the SaaS version of the Solution, as indicated in the Order. Unless otherwise defined herein, all capitalized terms have the meaning given to them in the Oxen Master Subscription Agreement (“Agreement”).
1.0 Availability
1.1 Definitions
“Available” means Customer can:
log into the Solution;
create a Repository and/or an Organization within the Solution;
push and/or pull data from a Repository;
create and merge branches within a Repository;
view files within the Repository; and
manage permissions to the Repository.
“Exclusions” means any time the Solution is not accessible because of:
any Scheduled Maintenance performed by Oxen.
failure of the internet backbone itself and the network by which Customer connects to the internet backbone;
Oxen’s cloud provider outages;
any third party service which Oxen relies upon;
misconfigurations, proxies or firewalls of Customer;
Customer using, combining or merging the Solution with any hardware or software not supplied by Oxen or not identified by Oxen in the Documentation as being compatible with the Solution;
Customer’s or any third party’s use of the Solution in an unauthorized or unlawful manner;
any operation beyond the data storage and transfer limits included within your plan; or
“Quarterly Uptime” the percentage of time the Solution is Available in a calendar quarter measured by the following formula: (n - y)/n *100, where:
“n” is the total number of minutes in a calendar quarter;
“y” is the total number of minutes in a calendar quarter that the Solution was not accessible to Customer; and
“y” will not include any minutes where the Solution was not accessible because of an Exclusion.
1.2 Minimum Threshold
Oxen shall make the Solution Available to Customer with a Quarterly Uptime of at least 99.5%.
1.3 Monitoring
Quarterly Uptime will be determined by an Oxen health monitoring system.
2.0 Remedies For Missing Quarterly Uptime
2.1 Service Credit
If Quarterly Uptime falls below 99.5% in a calendar quarter, Oxen shall pay Customer a service credit as follows (“Service Credit”):
Availability
Service Credit
(as percent of quarterly availability)
(as percent of the subscription fees for the affected Solution for the applicable calendar quarter)
97.0% - 99.5%
5%
95.0% - 96.9%
10%
Less than 95.0%
20%
2.2 Process
To receive Service Credits, Customer shall submit a written request to Oxen at hello@oxen.ai within 30 days after the end of the quarter in which Quarterly Uptime was less than 99.5% or Customer’s right to receive Service Oxen Credits will be waived. Customer’s notice must include the date and time period for each instance where the Solution was not Available and any relevant calculations.
2.3 Credit Applicability
Such Service Credit will be issued as a credit against any fees owed by Customer for the calendar quarter of the Subscription Term after the request for a Service Credit, or, if Customer does not owe any additional fees in that quarter, the Service Credit will roll over for use in the next additional quarter.
The remedies stated in this Availability Policy are Customer’s sole and exclusive remedy for service interruption or unavailability.
3. Changes to Availability
Oxen is continually seeking to improve the service it provides to customers, including around service availability. Oxen shall be entitled to update this Availability Policy at any time and the version applicable will be the then current version. Oxen will provide no less than 30 days' written notice if any update to the Availability Policy will have a material adverse effect on Customer’s use of the Solution or Oxen’s obligations under this Availability Policy. In such circumstances, Customer shall be entitled to terminate the relevant Order by giving written notice to Oxen within 60 days of the notice date on Oxen’s notice of changes to this Availability Policy. If Customer terminates, Oxen will promptly provide a pro-rata refund of the license fees that have been paid in advance for the remainder of the Subscription Term for the applicable Solution, calculated from the date of termination.