Definitions. The following defined terms apply to this Service Level Agreement for the Services APIs (as defined below) (“SLA”).
“Actual Monthly Uptime Percentage” = (A-B+C)/A, where:
A = Total Monthly Time (as defined below);
B = Unavailable Monthly Time (as defined below); and
C = Excluded Monthly Times (as defined below).
“Monthly Uptime Percentage Threshold” means the applicable percentage set forth in the table in Section 2 (Service Commitments) of this SLA under the heading, “Monthly Uptime Percentage Threshold.”
“Cello Services APIs” means Cello's proprietary software-as-a-service solution(s), including the Dashboard, Cello application programming interfaces (APIs), Cello Code, as described in the applicable Order Form.
“Service Credit” means the credit that the Customer is eligible to request pursuant to Section 4 (Service Credit Request) of this SLA if the Actual Monthly Uptime Percentage is less than the applicable Monthly Uptime Percentage Threshold. A Service Credit is calculated by multiplying the applicable percentage set forth in Section 2 (Service Commitments) of this SLA by the fees the Customer actually incurs for the affected Cello Services APIs for the applicable calendar month.
“Total Monthly Time” means the total number of minutes in the applicable calendar month.
“Unavailable Monthly Time” means the number of minutes in the applicable calendar month during which the Cello Services APIs as applicable, were unavailable for use.
2. Service Commitments
| Applicable APIs | Monthly Uptime Percentage Threshold | Service Credit |
|---|---|---|
| Cello services during the calendar months in which Customer has purchased the Cello Enterprise Edition | 99.9% | 10% credit equivalent of fees for Cello Enterprise Edition |
| Cello services during the calendar months in which Customers are using the the Cello Starter or Cello Growth editions | 99.9% | No credits |
3. Status Updates. Customers will receive status updates via email or through a communication channel agreed upon in the Order Form. Cello will notify customers at least twenty-four (24) hours in advance of any scheduled maintenance that may impact service availability. In the event of an unplanned service disruption or emergency maintenance, Cello will notify customers as soon as reasonably possible after becoming aware of the issue.
4. Service Credit Request. To receive a Service Credit, the Customer must submit a request to Customer Support by sending an email to [email protected] for the Cello Services APIs within thirty (30) days from the last day of the calendar month in which Customer claims Cello failed to meet the applicable Monthly Uptime Percentage Threshold. All submissions must include: (a) “SLA Claim” as the subject of the email; (b) the dates and times of Unavailable Monthly Time calculated based on the status page available at https://status.cello.so and (c) any documentation of the Unavailable Monthly Time. Any Service Credit will be applied to future amounts payable by Customer to Cello for the Cello Services APIs. Service Credits are not available in the form of refunds and will be automatically used for the reduction of future Cello service fees.
5. Exclusions. Notwithstanding anything to the contrary in this Agreement, no Unavailable Monthly Time will be deemed to have occurred if it: (a) is caused by factors outside of Cello’s reasonable control, including, without limitation, telecommunications provider-related problems or issues, Internet access or related problems occurring beyond the point in the network where Cello maintains access and control over the Cello Services APIs; (b) results from any actions or inactions of Customer or any third party (except for Cello’s agents and subcontractors); (c) results from any Customer Application(s), Customer’s equipment, software, or other technology, add-on services, or third-party equipment, software, or other technology (except for equipment within Cello’s direct control); (d) occurs during Cello’s scheduled maintenance for which Cello will provide at least twenty-four (24) hours prior notice; (e) occurs during Cello’s emergency maintenance (maintenance that is necessary for purposes of maintaining the integrity or operation of the Cello Services APIs), regardless of the notice provided by Cello; (f) results from any Cello Services APIs that are identified as alpha, beta, not generally available, limited release, developer preview, or any similar Services APIs offered by Cello; or (g) is less than five (5) minutes of continuous unavailability in duration (collectively, “Excluded Monthly Times”).
6. Entire SLA Liability. The Service Credits set forth in this SLA are Cello’s sole and entire liability to Customer, and Customer’s sole and exclusive remedy, for Cello’s failure to meet any Monthly Uptime Percentage Threshold.
7. Updates. Cello may update this SLA from time to time. The then-current terms of this SLA are available here.
Version: August 15, 2022