Novita AI Dedicated Endpoints Service Level Agreement

Policy date: May 7, 2024

Capitalized terms not defined in this Novita AI Dedicated Endpoints Service Level Agreement ("Terms") have the meanings set forth in the Dedicated Endpoints Agreement, between Novita AI and Customer.

1. DEFINITIONS

1.1. "Outage Period" is the number of downtime minutes resulting from an Unscheduled Service Outage.

1.2. "Scheduled Availability" means the total number of minutes in the current monthly billing period, minus any Customer Planned Downtime.

1.3. "Service Levels" means the service level commitments set forth in Section 2 of these Terms, and any other standards that Novita AI chooses to adhere to and by which it measures the level of service provided to Customer.

1.4. "Task" refers to the image, audio, video, or LLM generation tasks submitted by the Customer through the Novita AI Dedicated Endpoints Plan Service.

1.5. "Unscheduled Service Outage" means an interruption to the Service that was not previously communicated to Customer, and results in the failure of the Customer’s Task. Unscheduled Service Outages exclude any:

(i) Customer Planned Downtime; and/or
(ii) any downtime caused by an SLA exclusion listed in Section 3.1 below.

2. SERVICE LEVEL COMMITMENT

2.1. For Standard Dedicated Endpoints, the API service will serve Customer Tasks 98% of the time. For Pro Dedicated Endpoints, the API service will serve Customer Tasks 99.5% of the time.

2.2. Penalties. If the Service fails to meet the above service level commitments, Customer will receive a Refund Coupon from Novita AI as set-forth in Section 4 of these Terms (the "Refund Coupon").

3. SLA EXCLUSIONS

3.1. This SLA does not apply to any performance or availability issues:

(a) Due to events outside of Novita AI’s control, including but not limited to, Issues caused solely by:
- (i) Customer’s or its End Users’ hardware, software or connectivity issues;
- (ii) Customer’s Task contains illegal parameters which will lead to failure;
- (iii) acts or omissions of Customer, its employees, agents, contractors, or vendors;
- (iv) a third party gaining access to the Service by means of Customer’s Authorized Users’ accounts or equipment;
(b) Caused by Customer’s continued use of the Service after Novita AI has advised Customer to modify such use, if Customer did not modify its use as advised;
(c) Occurring during beta and trial services, unless otherwise agreed to in writing by Novita AI.

4. REFUND COUPON

4.1. The amount and method of calculation of Refund Coupon Value is described below in Section 5.

4.2. Refund Coupon is Customer’s sole and exclusive remedy for any violation of the Service Levels.

4.3. The maximum Refund Coupon Value granted in any monthly billing period shall not exceed the Customer’s total Monthly Fees paid to Novita AI during that same period, under any circumstances.

4.4. Refund Coupon for this SLA will only be calculated against Customer’s fixed Monthly Fees.

5. REFUND COUPON CALCULATION

5.1. For any and each Outage Period experienced by Customer during a monthly billing period, Novita AI will provide a Refound Coupon calculated in accordance with the formula below that is applicable to the Customer’s success package:

6. METHODOLOGY

6.1. Novita AI is not responsible for the comprehensive monitoring of Customer Tasks, and such responsibility lies with Customer. Novita AI will review and consider all supporting data on a reported Unscheduled Service Outage, provided to it by Customer provided that such data was obtained using a commercially reasonable independent measurement system used by Customer.

6.2. Novita AI will use all information reasonably available to it in order to calculate the Affected Customer Ratio during an Outage Period. This includes, but is not limited to, Novita AI’s analysis of service data immediately prior to the Outage Period, in order to estimate the ratio of Customer’s visitors who were affected during an Outage Period.