Cudo Ventures Limited

Committed Resources Service Level Agreement

Version dated: 15 Jan 2024

Introduction

1.1 This Cudo Service Level Agreement ("SLA") complements and is incorporated into Cudo's Terms of Supply for Third-Party Providers and Terms of Service, as detailed on Cudo's official website. Terms used in this SLA are as defined in the Terms of Service or Terms of Supply.

1.2 This SLA governs the use of various Cudo Services and applies to each customer individually. In case of conflict, the terms of this SLA will prevail over the Terms of Service, but only to the extent of the conflict.

Service Levels and Availability Commitment

2.1 Cudo is committed to delivering high-quality Cloud Infrastructure Services and Support Services, aiming to meet or exceed specific Service Levels outlined in this SLA.

2.2 Monthly Availability Commitments for each class of Cudo Services are as follows:

  • Subscription services with a Committed Period : 99.5% Uptime of cloud infrastructure

Exclusions from Uptime Calculations

3.1 For the purpose of calculating Cudo's Target service level Uptime, the following scenarios are not considered:

(a) External Entity Interference: Downtimes arising due to actions of third parties, including security breaches, denial of service attacks, and viruses. Cudo commits to reasonable efforts for software and system security maintenance.

(b) Maintenance Activities: Both scheduled maintenance and unscheduled emergency maintenance, the latter being interventions to address issues that could lead to prolonged downtime.

(c) Force Majeure and Uncontrollable Events: Downtimes resulting from events beyond Cudo's control, such as force majeure events, failures of third-party providers, or internet-wide disruptions.

(d) Law Enforcement and Legal Compliance: Any unavailability due to law enforcement activities, irrespective of the party responsible for such activities.

(e) Other Party’s Responsibility: Downtime caused by acts or omissions for which the customer or a third party is accountable.

(f) Violations of Acceptable Use Policy: Downtimes connected to breaches of Cudo’s Acceptable Use Policy, regardless of the responsible party.

(g) Software Issues External to Cudo: Unavailability caused by software not provided by Cudo, specifically running on Customer’s computing resources as per the Terms of Service.

(h) Third-Party Failures and Malfunctions: Downtimes attributable to failures, acts, or omissions of third parties, including internet service providers and equipment vendors, not directly controlled by Cudo.

Reporting Methods and Priority Levels

4.1 Service requests must be reported by emailing [email protected] or via the chatbot found on the Cudo Compute websites.

If instructed otherwise, digital communication channels such as Slack or Telegram can also be used to report service requests.

4.2 Priority levels are initially determined by Cudo and may be adjusted based on the severity of the issue:

  • P1 (System Down): Interruption makes critical functionality inaccessible or causes a complete interruption, resulting in a severe impact on service availability.
  • P2 (Significant Impact): Critical functionality or access is interrupted, degraded or unusable, severely impacting service availability and affecting multiple users.
  • P3 (Minor Impact): Non-critical function or procedure, unusable or hard to use, having an operational impact but with no direct impact on service availability. A workaround is available.
  • P4 (Information): Comment or general request, Non-critical issues not falling into the above categories.

4.3 The service Level response times are as follows from the time at which a ticket is submitted by the customer for the issue:

Response Times

  • P1 (System Down): 1 Support Hour
  • P2 (Significant Impact): 8 Support Hours
  • P3 (Minor Impact): 48 Support Hours
  • P4 (Information): 7 business days. Comment or general request, Non-critical issues not falling into the above categories.

Support Hours

5.1 Cudo will provide support during specified hours for different levels of service issues:

  • P1 Issues: 24/7, 365 days a year.
  • P2 Issues: Seven days a week, extended hours (e.g., 09:00 – 23:59 GMT/BST).
  • P3 and P4 Issues: Standard business hours (e.g., Monday – Friday, 09:00 – 17:30 GMT/BST).

Calculation of Availability and Service Credits

6.1 Monthly Availability Percentage:

The Monthly Availability Percentage is determined by subtracting the percentage of time any committed Resource was Unavailable from 100%. This calculation is based on the number of affected units within the Service. Calculations are based on a per month basis. If the resource is only committed for a part month, the uptime calculation shall still be on the month with the credits being applied pro rata to the number of days or hours in the month they were committed for. Calculations are based on 730.5 hours per month.

Example: For a Service with 256 GPUs, if 1 GPU is offline for 24 hours, the availability calculation is as follows: 100% availability for 255 GPUs, and 96.7% availability for the affected GPU.

Downtime Reporting: Downtime and the subsequent Monthly Availability Percentage calculation begin from the time a customer reports an issue through a support ticket and ends when the resolution is reported back to the customer.

6.2 Service Credits:

Service Credits are computed as a percentage of the total fees paid for the specific Service that failed to meet the Monthly Availability Commitment.

The credit percentage is variable and corresponds to the Monthly Availability Percentage achieved.

Credit Calculation: Credits are only calculated for the affected units, proportionate to the extent and duration of the unavailability, as detailed in the support ticket.

Service Credit Request and Limitations

7.1 To request a Service Credit, a support request must be filed within 30 days after the incident. Cudo will validate the claim using its monitoring tools and issue credits accordingly. The Service Credits are issued as credit memos for future invoices. If the service term expires or is terminated before the credit issuance, the credit becomes void.

7.2 Service Credits are the sole remedies for incidents during the service term and are capped at 100% of the monthly invoiced amount for the affected Services.

7.3 You will not be eligible to receive a Service Credit if: (i) Your Account has any payments for the Cudo Service that are delinquent, (ii) You are in violation of the Terms of Service during the time of the incident, or (iii) the incident was due to Your failure to meet Your security responsibilities as set forth in the Terms of Service.

Governing Law and Jurisdiction

8.1 The laws of England and Wales govern this SLA. Disputes arising under this SLA fall under the exclusive jurisdiction of the courts of England and Wales.

Miscellaneous Provisions

9.1 This SLA represents the complete agreement between you and Cudo regarding the subject matter hereof.

9.2 Both parties agree to comply with applicable laws and regulations, including those related to trade, export, and import.

9.3 Cudo and the customer are independent contractors under this SLA. This agreement does not create a partnership, joint venture, or employment relationship.

Confidentiality and Language

10.1 Confidential information must be safeguarded and used only for purposes permitted under this SLA. Public disclosures about the SLA require mutual consent.

10.2 All communications and notices under this SLA must be in English. In case of discrepancies between translations, the English version prevails.