Model Platform
GPU Cloud
Pricing
Developers
Service Level Agreement
This Service Level Agreement, as amended from time to time (the "SLA"), including the terms and conditions hereunder, is hereby incorporated into and forms an integral part of each Order as defined in the Services Agreement (the "Agreement") between Company and Client. Capitalized terms used but not defined in this SLA shall have the meanings ascribed in the Agreement.
1. Service Level Objectives
Company shall use commercially reasonable endeavors to provide the following service level objectives (the "SLO"). If Company does not meet the SLO, and if Client is otherwise in good standing and meeting its obligations, then, subject to the terms and conditions of the Agreement (including this SLA) and the applicable Order, Client shall be entitled to claim a Service Credit (defined herein) in accordance with the Agreement (including this SLA) and the applicable Order. For the avoidance of doubt, the SLO does not apply to any events excluded in Section 2 (Downtime exclusions). This SLA does apply to qualifying Downtime Periods as defined herein. This SLA and the applicable Order state Client's sole and exclusive remedy for any failure by Company to meet the SLO.
| Covered Service | Monthly Uptime Percentage |
|---|---|
| Instances in Multiple Regions | >= 99.9% |
| Instances in a Single Region | >= 99% |
2. Definitions
1.
"Customer Data" means:
- All data uploaded by Client to Company's infrastructure and;
- All data created by Client to Company's infrastructure.
2.
"Covered Service" means:
- Instances in Multiple Regions.
- A Single Instance.
3.
"Demarcation Point" means
the logical point at which a node is accessible from the public internet outside of Company's internal networks.
4.
"Downtime" means:
Loss of external connectivity or persistent disk access for the Single Instance or, with respect to Instances in Multiple Regions, all applicable running instances. The period that Client cannot access the Services as a result of a failure of the Company's infrastructure or other incident on Company's side of the Demarcation Point, provided that the Downtime does not include any period of time when the Services are degraded (e.g., slowed to an Internet connection speed of less than 10 Gbps) but is still accessible (e.g., nodes are still in Client's physical possession and use).
Downtime does not include any unavailability, suspension, or termination of Services that is due to any of the following: (i) suspension or termination described in Section 5 of the Agreement; (ii) events that are outside of Company's reasonable control, including any events of force majeure such as earthquakes, downtime of the relevant submarine communication cables, failure of telecommunications infrastructure or systems, riots, Acts of God, etc.; (iii) events that result from any actions or inactions on Client's part in connection with Client's use of Services, including Client's negligence or authorize operations; (iv) events that arise out of Client's or any third parties' equipment, software, and/or technology, or relevant configurations on Client's side of the Demarcation Point; (v) events that result from Client's failure to adhere to any required configurations for the use of Services; (vi) events that result from any faults or configuration changes on the networks or equipment which do not belong to Company; (vii) events that result from Client's illegal or unlawful use of Services, events that result from Client's breach of any of the terms and conditions of the Agreement, or Client's failure to observe Company's product usage documentation and usage suggestions when Client performs operations; (viii) events that result from Client's non-payment of any charges payable to Company; (ix) events that result from critical accidents or failure of the relevant internet service provider(s) or maintenance pursuant to applicable agreements; (x) events that result from the hacking of Client's applications; (xi) events that result from loss or leakage of data, tokens, passwords, ssh-key and so on due to Client's improper maintenance; (xii) events that result from instance startup dependencies on ephemeral/local disk and/or the data in the ephemeral/local disk whose host is in critical accidents or failure, because any data in ephemeral/local disk will be erased after its host in critical accidents or failure; (xiii) events related to any network, software, or hardware maintenance, upgrade, and repairs; and (xiv) events that result from planned downtime or migration for which Company provided Client advance notice of no less than forty-eight (48) hours.
5.
"Downtime Period" means
the period during which Client cannot access one or more GPUs for at least one (1) consecutive minute.
6.
"Service Credit" means
credits given to Client based on Downtime, and calculated as follows: number of GPUs impacted X the duration of the Downtime Period. By way of example, if Client cannot use five (5) GPUs for a duration of twelve (12) hours, then Client shall receive 60 service credit hours.
7.
"Instances in Multiple Regions" means
container instances hosted as part of Services where instances are placed across two or more Regions.
8.
"Monthly Uptime Percentage" means
total number of minutes in a month, minus the number of minutes of Downtime suffered from all Downtime Periods in a month, divided by the total number of minutes in a month.
9.
"Region" means
the applicable facility of Company described in this SLA and the applicable Order, denoted by physical location, such as FET and CHT as may be updated by Company from time to time.
10.
"Single Instance" means
a single container instance hosted as part of Company's Services.
3. Claims and Payment Process
1.
If Client believes that the SLO in connection with Client's use of Services is not met in any calendar month, then Client may file a claim for Service Credit in accordance with this clause. Client's claim must include at least the following information:
- A detailed description of the incident, including the logs or messages for request failure documenting the errors and claimed outage;
- The date, time, and duration of the Downtime;
- Information relating the affected instances; and
- Any other information that Company reasonably asks Client to provide to support its claim.
2.
Client's claim for a Service Credit can be filed starting from the sixth working days of the following calendar month of occurrence of the event giving rise to the claim, and must be received by Company within sixty (60) days after the last day of the calendar month of occurrence of the event giving rise to the claim. Client's failure to submit the claim within this time will be deemed to be an irrevocable waiver of its right to claim and receive such Service Credit. Once Company receives Client's claim, Company will review and evaluate Client's claim and may require Client co-operation in conducting a joint investigation to ascertain whether the SLO has been breached and if so, the cause of the failure. Company will make a good faith determination if a Service Credit is to be provided to Client in Company's sole discretion and will inform Client the result as soon as reasonably practicable. Company will use commercially reasonable effort to process Client's claim and provide the Service Credit to Client as early as possible.
3.
If Company, after our good faith review of Client's claim, determines that a Service Credit must be provided to Client, the Service Credit to be provided will be calculated in accordance with Sections 2.5 and 2.6 herein.
4.
Subject to this SLA and the applicable Order, the Service Credit shall apply to set-off the fees payable by Client for Services only. The Service Credit shall not be used or applied to set-off the fees for the other services, unless otherwise stated to Client in writing by Company from time to time.
5.
The Service Credit provided in any calendar month will not, under any circumstance, exceed Client's monthly service fee for that affected Service in the calendar month.
6.
The Service Credit provided to Client must be used within two (2) month from the date the Service Credit is made available for Client to use.
7.
Client agrees that any decision or determination made by Company relating to Client's claim for any Service Credit shall be final and binding on Client.
8.
Upon the expiration or termination of the Agreement, this SLA or the applicable Order, any earned but unused service credits will not be refunded to Client.
4. Use of Customer Data
1.
Company will only access or use or share Customer Data in accordance with its then current privacy policy in effect.
2.
Subject to this SLA and the applicable Order, by providing Customer Data to Company, Client grants Company a license to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute Customer Data solely and exclusively for the purpose of providing the Services to Client.
3.
Client is solely responsible for its Customer Data and agrees that Company is not and will not in any way be liable for Customer Data. By providing Customer Data, Client affirms, represents and warrants that: (i) its Customer Data and use thereof will not violate this SLA, the applicable Order or any applicable law, regulation, rule or third party rights; (ii) Client is solely responsible for the development, moderation, operation, maintenance, support and use of Customer Data, including when Customer Data is provided by Client's end users; (iii) Client's Customer Data and its use thereof does not and will not: (1) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (2) slander, defame, libel, or invade a right of privacy, publicity or other property rights of any other person; or (3) cause us to violate any law, regulation, rule, or rights of third parties; and (iv) except for the specific Services provided under this SLA and the applicable Order or other express contract, Client is solely responsible for the technical operation of Customer Data, including on behalf of Client's end users.
5. Data Incidents
1.
Incident Notification
Company will notify Client promptly and without undue delay after becoming aware of a data security incident, and promptly and without undue delay, and in any event no later than thirty (30) days where required by applicable law.
2.
Details of Data Security Incident
Company's notification of a data security incident will describe, to the extent possible, the nature of the incident, the measures taken to mitigate the potential risks and the measures Company recommends Client take to address the data security incident.
3.
Delivery of Notification
Notification(s) of any data security incident(s) will be delivered to the email address provided by Client.
4.
No Assessment of Customer Data by Company
Company has no obligation to assess Customer Data in order to identify information subject to any specific legal requirements.
5.
No Acknowledgement of Fault by Company
Company's notification of or response to a data security incident under this section will not be construed as an acknowledgement by Company of any fault or liability with respect to said incident.
6. Port Access
1.
Client acknowledges that Company's security policies and compliance requirements restrict the opening of all ports. If Client specifically requests a deviation from these security policies and compliance requirements to allow full port access for certain Client IP addresses ("Full Port Access"), Client shall provide Company with a prior written request specifying the details with respect to Full Port Access, including, but not limited to, the Client IP addresses and the commencement and end date and time. Client understands and accepts all potential security risks associated with Full Port Access, including, but not limited to, increased vulnerability to unauthorized access to systems and data, malware infections, denial-of-service attacks, and data exfiltration.
2.
Client is solely responsible for implementing and maintaining appropriate security controls on their systems and network to mitigate the risks associated with Full Port Access. This includes, but not limited to, firewalls, intrusion detection and prevention systems, regular security patching, vulnerability scanning, and robust access controls. Company will not be liable for any security incidents or damages resulting from Full Port Access, provided that Company maintains its own security obligations as set forth elsewhere in this SLA. Company reserves the right to deny any port request that it deems to pose an unacceptable security risk. Client agrees to indemnify and hold harmless Company from any and all claims, damages, losses, liabilities, and expenses (including attorney's fees) arising out of or relating to Full Port Access.
7. Additional Terms
1.
In the event of any inconsistency between Client's and Company's system records relating to Client's claim, unless the discrepancy is caused by any material error or malfunction of Company's system, Company's system records shall prevail and be the final and conclusive reference if maintained in good faith and consistent with industry practices. Upon Client's reasonable request, Company will provide relevant log excerpts sufficient to substantiate the calculation of Service Credits, subject to confidentiality.
2.
The Service Credits provided in this SLA and the applicable Order are Client's sole and exclusive remedy for any failure in the performance of Services and Company shall not be liable to Client or any person claiming through Client for any direct, indirect, consequential or incidental damages or losses or expenses whatsoever, including but not limited to, loss of profits or business and irrespective of whether the claim arises in contract, tort (including negligence), or otherwise. Notwithstanding the foregoing, the limitations and exclusive remedy in this SLA do not apply to Client's payment obligations, either Party's willful misconduct or gross negligence, Client's indemnity obligations, breach of confidentiality, violation of applicable law, or infringement or misappropriation of intellectual property rights, to the extent such limitations are prohibited by applicable law.
3.
Company may update this SLA from time to time upon providing prior written notice to Client, stating an effective date that is at least thirty (30) days after such notice. Client's continued use of the Services after the effective date shall constitute acceptance of the amended SLA.
Any amendment to an Order shall be made by mutual written agreement of the Parties.
4.
This SLA and the applicable Order shall constitute part of Client's agreement for its purchase, resell and use of Services.
5.
Consistency with Service Agreement
This SLA is incorporated into and subject to the Agreement. In case of conflict, the Agreement shall prevail. Capitalized terms and tax, governing law, and dispute resolution provisions shall be as set forth in the Agreement.
