Service Level Agreement (SLA)

This Service Level Agreement (“SLA”) between Semrush Inc. (“Semrush”, “us” or “we”) and users of the Kompyte Services (“you”) governs the use of the Kompyte Hosted Services under the provisions of the Terms of Service.

Unless otherwise provided herein, this SLA is subject to the provisions of the Terms.

1. Kompyte Service Commitment: 99.9% Uptime

Semrush will use commercially reasonable efforts to make your Kompyte Hosted Services running in Dedicated Environments available with a Monthly Uptime Percentage of at least 99.9% during any monthly billing cycle (the “Service Commitment”). Subject to the SLA Exclusions, if we do not meet the Service Commitment, you will be eligible to receive a Service Credit.

A Monthly Uptime Percentage of 99.9% means that we guarantee you will experience no more than 43.12 min/month of Unavailability.

2. Definitions

Maintenance
Means scheduled Unavailability of the Hosted Services, as announced by us prior to the Hosted Services becoming Unavailable.

Semrush will communicate the date and time that Semrush intends to make the Hosted Services un-Available via the front page of the support web site at least forty-eight (48) hours in advance (or longer if practical). The USER understands and agrees that there may be instances where Semrush. needs to interrupt the Hosted Services without notice in order to protect the integrity of the Hosted Services due to security issues, virus attacks, spam issues or other unforeseen circumstances. Below are the Maintenance Windows and their definitions:

A) Emergency Maintenance

These change controls happen immediately with little notification ahead of time; however, we will post the information to our website soon after or during the change.

B) Preventative Maintenance

These change controls are when we detect an item in the environment that we need to take action on, to avoid emergency change controls in the future. These change controls, if possible, will usually occur in low peak hours with peak being defined by our network metrics.

C) Planned Maintenance

These are change control’s being done to:

• Support on-going product and operational projects to ensure optimal performance
• Deploy non-critical service packs or patches.
• Periodic redundancy testing.

Where possible planned maintenance will be posted 5-days prior; however, certain circumstances may preclude us from doing so, such as an external vendor issuing a change control to Semrush, e.g. the power company alerting us to perform power testing 48 hours ahead of time.

Monthly Uptime Percentage

Is calculated by subtracting from 100% the percentage of minutes during the month in which the Kompyte Hosted Services were unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.

Service Credit

Means a credit denominated in US dollars, calculated as set forth below, that we may credit back to an eligible account.

Unavailable and Unavailability

Mean, for app services and databases, when your service or database is not running or not reachable due to Semrush’s fault.

Measurement

Semrush uses a proprietary system to measure whether the Hosted Services are Available and the USER agree that this system will be the sole basis for resolution of any dispute that may arise between the USER and Semrush regarding this Service Level Agreement.

Availability is calculated based on the following formula:
A = (T – M – D) / (T – M) x 100%
A = Availability
T = Total Monthly Minutes
M = Maintenance Time
D = Downtime

3. Service Commitments and Service Credits

Service Credits are calculated as a percentage of the total charges due on your Kompyte invoice for the monthly billing cycle in which the Unavailability occurred, applied proportionally to the Services that were Unavailable, in accordance with the measurement point listed above.
We will apply any Service Credits only against future payments for the Services otherwise due from you. At our discretion, we may issue the Service Credit to the credit card you used to pay for the billing cycle in which the Unavailability occurred. Service Credits will not entitle you to any refund or other payment from Semrush. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account.

4. Sole Remedy

Unless otherwise provided in the Terms, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

5. Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by emailing success@kompyte.com. To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:

• the words “SLA Credit Request” in the subject line;
• the dates and times of each Unavailability incident that you are claiming;
• the account handle(s); and
• logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

6. SLA Exclusions

The Service Commitment does not apply to any Unavailability:

• That results from a suspension or Remedial Action, as described in the Terms;
• Caused by factors outside of our reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the Semrush network;
• That results from any actions or inactions of you or any third party;
• That results from the equipment, software or other technology of you or any third party (other than third party equipment within our direct control);
• That results from failures of Kompyte Hosted Services not attributable to Unavailability; or
• That results from any Maintenance.

If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.