Standard Enterprise Service Level Agreement (Inference Router)

Service commitment. You.com will use all commercially reasonable efforts to keep the Inference Router Services available at a Monthly Uptime Percentage of at least 99.9% (Standard Enterprise) per billing month.

This Service Level Agreement (“SLA”) applies to You.com’s Inference Router Services (“Services”) provided by You.com but not directly on the models selected by Customers that Customers control. This SLA likewise does not apply to individual user and/or developer self-service deployments. This SLA is incorporated into and forms part of the Master Services Agreement or other written agreement between SuSea, Inc. ("You.com") and Customers ("MSA"). Capitalized terms used but not defined in this SLA have the meanings given in the MSA or an Order Form.

1. Definitions

The following capitalized terms will have the definitions set forth below:

1.1 "Force Majeure" means any act, event, or occurrence beyond You.com’s reasonable control, including, without limitation, issues arising from bugs or other problems in the software, firmware or hardware of You.com's suppliers, outages or issues with upstream providers that failover protocols are unable to maintain or network carriers, acts of God, fires, floods, storms, landslides, epidemics, lightning, earthquakes, drought, blight, famine, quarantine, blockade, governmental acts or inaction, orders or injunctions, war, insurrection or civil strife, sabotage, explosions, labor strikes, work stoppages, and acts of terror.

1.2 "Scheduled Downtime" means the total amount of time during any calendar month, measured in minutes, during which Customers are not able to access the Service due to planned system maintenance performed by You.com. You.com will provide Customers with reasonable prior notice of not less than twenty-four (24) hours of such Scheduled Downtime. Scheduled Downtime shall not exceed four (4) hours per month.

1.3 "Total Monthly Time" means the total minutes in the relevant calendar month less Scheduled Downtime. For any partial calendar month during which Customers subscribe to the Services, availability will be calculated based on the entire calendar month, not just the portion for which Customers subscribed.

1.4 "Unscheduled Downtime" means the total amount of time during any calendar month, measured in minutes, during which Customer is not able to access the features and functions of Inference Router Services as a result of a cause within You.com control, other than Scheduled Downtime. For the avoidance of doubt, and without limiting the foregoing, Unscheduled Downtime shall not include any period during which the Services are unavailable as a result of (i) non-compliance by Customer with any provision of this SLA; (ii) incompatibility of Customer's equipment or software with the Services; (iii) Customer's use of the Services after You.com has advised Customer to modify its use of the Services, if Customer did not modify its use as advised; (iv) acts or omissions of Customer or Customer's employees, agents, contractors, or vendors, or anyone gaining access to the Services by means of Customer's passwords or equipment; (v) performance of Customer's systems; (vi) any systemic Internet failures; (vii) network unavailability or Customer's bandwidth limitations; (viii) failures of any Third-Party Products, including any third party APIs; (ix) a Force Majeure; (x) Scheduled Downtime; or (xi) any error, failed or rejected request, throttling, rate-limiting, queuing, or reduced throughput resulting from (A) Customer failure to reserve an adequate number of GPUs, or sufficient committed capacity or throughput, for any Services (including Customer’s election to purchase on-demand capacity instead of reserved capacity), or (B) Customer scaling above the number of any GPUs it reserved or any committed capacity or throughput for any Services. For clarity, Uptime measures whether the Services are reachable and operational; it does not measure Customer's ability to scale beyond reserved capacity or throughput.

1.5 "Uptime" means, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the Total Monthly Time, and thereafter dividing the difference obtained by the Total Monthly Time and measured by Customer. Represented algebraically, Uptime for any particular calendar month by Customer is determined as follows:

Uptime = (Total Monthly Time - Unscheduled Downtime) / (Total Monthly Time)

2. System performance

You.com will undertake commercially reasonable measures to ensure that Uptime of the Services equals or exceeds ninety-nine point nine percent (99.9%+) during each calendar month (the "Services Standard"). All measurements of Uptime will be calculated on a monthly basis for each calendar month during the Term based on You.com's monitoring systems and records. Customers may notify You.com if it believes the Services Standard has not been met.

3. Customer requirements

Customer is responsible for maintenance and management of its computer network(s), servers, and software, and any equipment or services related to maintenance and management of the foregoing. Customer is responsible for correctly configuring its systems in accordance with any instructions provided by You.com, as may be necessary for provision of access to the features and functions of the Services.

4. Remedy

4.1 Service Credits. In the event the Services fail to meet the Services Standard in a given month, upon request Customer will be entitled to a service credit as set forth in the table below ("Service Credit"). Service Credits will be made in the form of a monetary credit applied to future use of the Services.

4.2 Maximum Service Credits. The maximum amount of Service Credits that You.com will issue to Customer for Unscheduled Downtime in a single calendar month will not exceed fifty percent (50%) of the amount due by Customer for the applicable Services for the applicable month.

4.3 Customer Must Request Service Credits. Customer must request such Service Credits by sending an e-mail identifying the date and time of the Unscheduled Downtime for which Customer is requesting Service Credits, with sufficient evidence (including description of the incident and duration of the incident) to [email protected] within twenty four hours following such Unscheduled Downtime. If Customer fails to request any Service Credits to which Customer is entitled in accordance with this Section 4.3, You.com will have no obligation to issue such Service Credits to Customer.

5. Chronic failure

If Monthly Uptime falls below 99.5% in any 2 consecutive months, or any 3 months in a rolling 12 month period, Customers may terminate even if a committed minimum is in place without penalty and will receive a pro-rata refund of prepaid fees beyond usage amounts incurred and due.

6. Exclusions

Force majeure, customer misuse or misconfiguration, customer network or software, Upstream Provider failures or errors (provided You.com has configured fail overs properly), suspension for breach shall be excluded from Uptime calculations.

7. Sole remedy

Credits and the chronic-failure termination right in Section 5 are the customer's exclusive remedies for unavailability.