Last Updated: May 6, 2020
Certain elements of Automation Anywhere, Inc.’s (“AAI”) cloud-delivered Services are subject to these Availability Service Level Terms (“Availability Terms”) , as described below.
Unless otherwise noted, all terms used in these Availability Terms are defined as indicated in the MLA. When written notice is specified in these Availability Terms, the written notice must be provided as specified in the MLA unless otherwise specific in these Availability Terms.
“Availability Service Level Credit” means the applicable service level credit amount, calculated in accordance with the terms of Section 7 below.
“Cloud-Deployed Control Room” , or “Control Room” means AAI’s Control Room software which Customer is authorized to access through AAI’s enterprise cloud, and which includes the URL to access the Control Room.
“Cloud-Enabled Control Room” means AAI’s control room software which stores and processes customers’ data on their premises and where customers are authorized to consume certain control room functionality through AAI’s enterprise cloud.
“Direct Purchase” means the Customer has purchased AAI’s Services directly from AAI.
“Emergency Maintenance” has the meaning given to it in Section 5 below.
“Indirect Purchase” means the Customer has purchased AAI’s Services though a Partner (as defined below).
“MLA” means the Master License Agreement or other agreement, howsoever titled, entered into between Customer and AAI governing Customer’s use of AAI’s cloud-delivered Services.
“Partner” means a channel partner of AAI authorized to sell Services on behalf of AAI.
Commencing on the date Customer or Partner’s end-user customer is granted access to the CloudDeployed Control Room, Customer/Partner’s end-user customer shall be able to access and log in to the Control Room twenty-four (24) hours per day, seven (7) days per week, excluding any Scheduled Downtime, Emergency Maintenance and downtime due to an event of Force Majeure, each as defined below (“Service Availability”) .
For the purposes of these Availability Terms, Service Availability will be measured each calendar month in accordance with the following formula, where Available Minutes of Operation are the total number of minutes during the Term for each calendar month:
(Available Minutes of Operations - Unscheduled Downtime - Emergency Maintenance - Scheduled Downtime - Force Majeure Events) * 100 (Available Minutes of Operations - Emergency Maintenance - Scheduled Downtime - Force Majeure Events)
Limited Scope of Service Availability.
AAI’s Service Availability commitment shall be applicable only to (i) Cloud-Deployed Control Rooms (and not Cloud-Enabled Control Rooms) and (ii) production-environment Control Rooms (and not to Community Edition (CE), beta or early access programs, Free Trials, and test, staging, or non-production development environments).
“Scheduled Downtime” means time that the Control Room is unavailable due to the performance of planned system maintenance that has been scheduled in advance by AAI. AAI will use commercially reasonable efforts to provide a minimum of forty-eight (48) hours advance notice for all Scheduled Downtime. Scheduled maintenance windows will be announced in advance on https://status.automationanywhere.digital. AAI will use reasonable commercial efforts to minimize any disruption, inaccessibility and/or inoperability of the Control Room in connection with the Scheduled Downtime.
The duration of Scheduled Downtime is measured in minutes and equals the amount of elapsed time beginning when the Control Room is not available and ending when the Control Room is available. Any single event that exceeds the scheduled maintenance duration will result in an outage and the amount of time that the outage exceeded the scheduled time will be counted toward the Service Availability level in the month in which the event occurred.
"Emergency Maintenance" means any time outside of Scheduled Downtime Window that AAI is required to apply urgent patches or fixes or undertake other urgent maintenance activities to address an exigent situation with the AAI Services. If Emergency Maintenance is required, AAI will provide advance notice of emergency maintenance on https://status.automationanywhere.digital to the extent practicable.
“Unscheduled Downtime” means the time outside of the Scheduled Downtime when the Control Room is not available, excluding any outages or unavailability due to (i) the Internet; (ii) inaction, action, error, abuse, or misapplication by Customer or Partner’s end-user customer; (iii) failure of Customer’s or Partner’s end-user customer’s equipment or software or a third party’s equipment or software not under AAI’s direct control; (iv) AAI’s suspension or termination of rights in accordance with the MLA; (v) Continued use of the Services after AAI advised Customer or Partner’s end-user customer to modify its use of the Services; or (vi) events of Force Majeure as described in Section 6.3 below.
The measurement is monthly in minutes.
For purposes of this SLA, an event of “Force Majeure” refers to any event or condition that directly or indirectly prevents a party hereto from performing an obligation hereunder, is beyond the reasonable control of the party, and could not, by the exercise of due diligence, have been avoided in whole or in part by the party, including, without limitation: any act of God, natural disaster, pandemics, epidemics, war, riot, blockade, insurrection, terrorism, sabotage, denial of service attacks (including, but not limited to, state or nation-sponsored denial of service attacks), virus or hacking attacks for which there is no commercially reasonable, known solution (including, but not limited to, intentional/targeted hacking by or on behalf of nation states), acts of public enemies, civil disturbances or general restraint or arrest of government and people, boycott, strike (including a general strike), lockout or other similar industrial disturbance.
REPORTING AND AVAILABILITY SERVICE LEVEL CREDIT
Customer shall report Service Availability issues by opening a support case via Apeople, using Case Type: Cloud Availability Inquiry, and providing a reasonable level of detail to enable AAI to investigate the incident, which shall include at a minimum, tool logs or other evidence showing the date, time and duration of any Service Availability incident.
Partner shall report Service Availability issues on behalf of its end-user customer by opening a support case via Apeople, using Case Type: Cloud Availability Inquiry, and providing a reasonable level of detail to enable AAI to investigate the incident, which shall include at a minimum, tool logs or other evidence showing the date, time and duration of any Service Availability incident. Service Credits will be issued to the Partner on behalf of its end-user customer and the Partner is responsible for providing the service credits to the end-user customer. General information on AAI’s overall platform Service Availability status is available at https://status.automationanywhere.digital To be eligible for an Availability Service Level Credit, Customer (for Direct Purchases) or the Partner (for Indirect Purchases) must request a credit in writing prior to the end of the month following the month in which the Service Availability incident occurs. AAI shall investigate the request and if AAI determines that it failed to meet the Service Availability for that month, AAI shall credit Customer or Partner the applicable amount indicated below as an Availability Service Level Credit.
Availability Service Level Credits.
No Availability Service Level Credit shall be awarded if the monthly Service Availability is at least ninety-nine and one-half percent (99.50%).
AAI shall award an Availability Service Level Credit in an amount equal to five percent (5%) of the prorated subscription Fees for the applicable calendar month or portion thereof if the monthly Service Availability is ninety-five percent (95%) to ninety-nine and forty-nine hundredths percent (99.49%), inclusive.
AAI shall award an Availability Service Level Credit in an amount equal to ten percent (10%) of the prorated subscription Fees for the applicable calendar month or portion thereof if the monthly Service Availability is lower than ninety-five percent (95%).
Availability Service Level Credits are applied against future renewals of the Customer’s or Partner’s end-user customer’s subscription only and shall not be applied against add-on purchases or professional services fees. In the event that Customer or Partner’s end-user customer elects not to renew its subscription, any accrued Availability Service Level Credits shall be refunded to Customer or Partner (on behalf of Partner’s end-user customer) within ninety (90) days of the expiration of the then-current subscription term.
Customers (and Partners for Indirect Purchases) shall be entitled to only one Availability Service Level Credit per month. No Availability Service Level Credits shall be available to Customer or Partner if the Unscheduled Downtime had no adverse effect on the business of the Customer or the Partner’s end-user customer.
The applicable Availability Service Level Credits set forth in this Section 7 shall be Customer’s and Partner’s end-user customer’s sole and exclusive remedy under the MLA and these Availability Terms for any unavailability of the Control Room or non-performance by AAI to provide the AAI Services in accordance with the Service Availability levels specified above.