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Service Level Agreement

This Service Level Agreement ("SLA") determines the commitment between Nebius and Customer under TractoAI Service Agreement (the "Agreement") regarding availability of Service. Capitalized terms used herein but not defined herein shall have the meanings set forth in Agreement.

Service Availability​

Nebius commits to provide Customer with the Service Uptime Percentage specified in Service Levels for Specific Services.

This SLA applies only to the specific Services linked in this document and rendered only on a fee-paying basis, provided that Customer complies with AUP, Quotas, Limits and other technical restrictions established by Nebius.

In case of Unavailability, Customer shall send Nebius an Unavailability message, which shall contain:

  • message subject: "[name of a Service] _service unavailability _ Customer's name"
  • date and time when Service became unavailable, and
  • description of Service failure with a screenshot attached (if any)

Customer undertakes to follow Nebius' instructions received in response to Customer's message on Service Unavailability and immediately inform Nebius when access to Service is restored.

Customer undertakes to cooperate with Nebius to detect the source of Unavailability, eliminate it and restore the operation of Service.

Compensation​

If Nebius does not meet the warranted Service Uptime Percentage, Customer will be eligible to receive Compensation. Service Level and amount of Compensation is determined for each TractoAI Service separately. Customer must submit any claim for Compensation via email no later than fourteen (14) calendar days after the end of the applicable Reporting Period, otherwise such claim shall be deemed waived.

Compensation amount depends on the actual Service Uptime Percentage and total cost of used Service in the applicable Reporting Period, when Unavailability was recorded.

Compensation amount for each Service will, under no circumstances, exceed the total cost of the actual Service usage of the Customer in Reporting Period, when Unavailability was recorded.

To calculate Service Uptime Percentage in a Reporting Period, Nebius may use its own data in its sole discretion, if this data indicates commencing of Unavailability earlier than time specified by Customer in its Service Unavailability message.

Compensation is the sole and exclusive remedy and indemnification to Customer for Nebius' failure to comply with the warranted Service Level. No other remedies, damages, or compensation shall be available to the Customer in connection with any such failure to meet the Service Levels, except as expressly provided herein.

Nebius will provide any Compensation only against future payments otherwise due from Customer. Compensation will discount the Service Fees in Reporting Period, in which Nebius calculated Compensation, and may not be used otherwise. The provision of Compensation implies no payment of funds to Customer.

If Customer's Content is lost and/or damaged in an accident caused by Nebius, so long as Customer was not negligent and/or the damage was not caused by any third-party software, Customer will be granted Compensation based on the Customer's message. In that case, amount of Compensation shall be capped at 100% of the Service Fee in Reporting Period, during which Customer's Content was lost and/or damaged. To receive Compensation, Customer shall submit a message to Nebius to inform of the loss or damage of Customer's Content within thirty (30) calendar days from when Customer's Content was lost or damaged, otherwise Customer waives its right for Compensation for Content's loss/damage.

Exclusions​

SLA does not apply to Unavailability caused by the following circumstances:

(a) actions of Customer and/or third parties, including, but not limited to, the use of third-party equipment and/or software resulting in Unavailability of Service; (b) preventive maintenance and Emergency Works; (c) a request of authorized governmental authorities in accordance with applicable laws; (d) Customer does not comply with the Agreement or AUP; (e) force majeure; or (f) Customer uses Services in breach of technical limitations.

Nebius may interrupt the operation of any Service to perform necessary preventive maintenance or Emergency Works.

Unavailability caused by Emergency Works or preventive maintenance shall not be compensated under this SLA, if the total Service Downtime does not exceed eight (8) hours in a Reporting Period. If Emergency Works are required, Nebius may interrupt the operation of the Service without prior notice to Customer.

Nebius may interrupt the operation of any Service to perform necessary preventive maintenance, inter alia, on weekdays. In this case Nebius will notify Customer three (3) calendar days prior to the commencement of preventive maintenance that interrupts the operation of Service by posting the respective information in Management Console (including the duration of preventive maintenance).

Nebius is not responsible for any loss of, and/or damage to Customer's Content which arises from Customer's actions.

Nebius may refuse to provide Customer with Compensation, if Customer has debts with payments for Services, until debts are settled.

This SLA does not constitute a warranty or guarantee of uninterrupted service and shall not be construed to extend or enhance any warranties under the Agreement.

Definitions​

  • Compensation means credit issued by Nebius to Customer for breach of warranted Service Levels.
  • Emergency Works means urgent works to prevent or fix accidents and other situations that compromise the safety and performance the Service.
  • Maximum Service Uptime means total number of minutes in Reporting Period subject to Section 3 "Exclusions".
  • Service Availability and/or Service Level means Service Uptime Percentage in Reporting Period warranted to Customer for a specific Service.
  • Service Downtime means a period of Unavailability in Reporting Period (in minutes), which is determined on a basis of Nebius data on Unavailability of Service and/or as a period of time commencing from Unavailability message submitted by Customer to Nebius via email till the moment of Service recovery.
  • Service Uptime Percentage means a Maximum Service Uptime, minus the number of minutes of downtime suffered from all Service Downtime periods in Reporting Period, divided by Maximum Service Uptime and multiplied on 100%.
  • Unavailability means a period when Service works with an error. Unavailability is determined separately for each Service.

Service Levels for Specific Services​

The list of Services which provides Service Levels and links for Service Levels for specific Service are available at: https://docs.tracto.ai/legal/service_levels.