Legal：Data Management Service Level Agreement

This Alibaba Cloud International Website Data Management Service Level Agreement (“SLA”) applies to your purchase and use of the Alibaba Cloud International Website Data Management Service (“DMS”)and your use of DMS is subjected to the terms and conditions of the Alibaba Cloud International Website Product Terms of Service (“Product Terms”) between the relevant Alibaba Cloud entity described in the Product Terms (“Alibaba Cloud”, “us”, or “we”) and you. This SLA applies to: (a) the DMS Paid Services, including: (i) Core Control Modes and Featured Services (i.e., Stable Change control mode, Security Collaboration control mode, and the Sensitive Data Protection feature); and (ii) Data Disaster Recovery Featured Service  (which specifically refers to the backup plan functionality of DMS in this SLA); and (b) the Database Gateway Service used by paid users (together with “DMS Paid Services”, collectively the “Service”). The Flexible Management control mode of DMS is not covered by this SLA.

1.SCOPE AND DEFINITIONS

1.1 Core Control Modes and Featured Services

(a)“Average Error Rate” means the sum of all Error Rates in all the Time Intervals in a billing month divided by the total number of Time Intervals in such billing month. 

(b) “Error Rate” means the total number of Failed Transactions divided by the Total Transactions during each Time Interval.

(c)“Failed Transactions” means internal server errors indicated by Alibaba Cloud as error status “5XX” for transaction requests.

(d) “Monthly Service Fee” means the total charges paid by you for DMS in one billing month. For the upfront lump sum payment paid by you for DMS, Monthly Service Fee equals to the lump sum payment divided by the number of months of  DMS covered by such payment.

(e) “Monthly Uptime Percentage” means a percentage of the service availability calculated by reference to the following formula:

Monthly Uptime Percentage=100%-Average Error Rate 

(f) “Scheduled Downtime” means the performance failure relating to network, hardware, or service maintenance or upgrades. We will use reasonable commercial endeavors to provide written notice to you prior to the commencement of Scheduled Downtime.

(g) “Service Credit” means the percentage of the Monthly Service Fee for the affected Service that is credited to you for a claim following our service credit claim process under Section 3.

(h) “Time Interval” means 5 minutes.

(i)“Total Transactions” means the total number of requests from you as received by Alibaba Cloud within each Time Interval.

1.2 Data Disaster Recovery Featured Service

(a) “Downtime” means the total number of minutes in a billing month when all the running instances in your Data Disaster Recovery Featured Service have no external connectivity or cannot be operated.

(b) “Monthly Service Fee” means the total charges paid by you for Data Disaster Recovery Featured Service in one billing month. For the upfront lump sum payment paid by you for Data Disaster Recovery Featured Service, Monthly Service Fee equals to the lump sum payment divided by the number of months of Data Disaster Recovery Featured Service covered by such payment.

(d) “Monthly Uptime Percentage” means a percentage of service availability calculated by reference to the following formula:

(e) “Scheduled Downtime” means the periods of Downtime relating to network, hardware, or service maintenance or upgrades. We will use reasonable commercial endeavors to provide written notice to you prior to the commencement of Scheduled Downtime.

(f)“Service Credit” means the percentage of the Monthly Service Fee for the affected Service that is credited to you for a validated claim following our service credit claim process under Section 3.

1.3  Database Gateway Service

(a) “Average Error Rate” means the sum of all Error Rates in all the Time Intervals in a billing month divided by the total number of Time Intervals in such billing month. 

(b) “Error Rate” means the total number of Failed Transactions divided by the Total Transactions during each Time Interval.

(c)“Failed Transactions” means internal server errors indicated by Alibaba Cloud as error status “5XX” for transaction requests.

(d) “Monthly Service Fee” means the total charges paid by you for Database Gateway Service in one billing month. For the upfront lump sum payment paid by you for Database Gateway Service, Monthly Service Fee equals to the lump sum payment divided by the number of months of Database Gateway Service covered by such payment.

(e) “Monthly Uptime Percentage” means a percentage of the service availability calculated by reference to the following formula:

Monthly Uptime Percentage=100%-Average Error Rate 

(f) “Scheduled Downtime” means the performance failure relating to network, hardware, or service maintenance or upgrades. We will use reasonable commercial endeavors to provide written notice to you prior to the commencement of Scheduled Downtime.

(g) “Service Credit” means the percentage of the Monthly Service Fee for the affected Service that is credited to you for a claim following our service credit claim process under Section 3.

(h) “Time Interval” means 5 minutes.

(i)“Total Transactions” means the total number of requests from you as received by Alibaba Cloud within each Time Interval.

2.SERVICE LEVEL AGREEMENT

2.1 We shall use commercially reasonable endeavors to provide: (i) a Monthly Uptime Percentage (for both Core Control Modes and Featured Services and Data Disaster Recovery Featured Service) of no less than 99.95% each billing month in connection with your use of the DMS Paid Services; and (ii) a Monthly Uptime Percentage (for Database Gateway Service) of no less than 99.90% each billing month in connection with your use of Database Gateway Service; (collectively, the “Service Guarantee”).

2.2 If we fail to meet the Service Guarantee then, subject to the terms and conditions of this SLA, you shall be entitled to claim a Service Credit in accordance with Section 3 herein. The Service Guarantee does not apply to any unavailability, suspension, or termination of the Service that is due to any of the following:

(i) suspension or termination described in Clause 8.2 of the Membership Agreement;

(ii) events that are outside of our reasonable control, including any events of force majeure such as earthquakes, epidemics, downtime of the relevant submarine communication cables, failure of telecommunications infrastructure or systems, riots, Acts of God, etc.;

(iii) events that result from any actions or inactions on your part in connection with your use of the Service;

(iv) events that arise out of your or any third parties’ (not under our direct control) equipment, software, and/or technology;

(v) events that result from your failure to adhere to any required configurations for the use of the Service;

(vi) events that result from your illegal or unlawful use of the Service, events that result from your breach of any of the terms and conditions of the Alibaba Cloud Product Terms, Terms of Use, or Membership Agreement;

(vii) events that result from your non-payment of any charges payable to us; 

(viii) events that result from critical accidents or failure of the relevant internet service provider(s); 

(ix) Scheduled Downtime;

(x) events that result from the unavailability of the source database (leading to the unavailability to read the data or logs of the source database), including but not limited to the following situations: i) source database is locked due to space overrun, ii) source database is unavailable due to downtime of the host server, iii) the source database has no connectivity due to the exhaustion of the number of connections, and iv) source database is not available or stable due to the exhaustion of resources;

(xi) events that result from the unavailability of the destination repository, including but not limited to the locking of overrun space, resource exhaustion (leading to unavailable or unstable service);

(xii) events that result from the modification of user name and password of the source database and the modification of access key of the destination repository; and

(xiii) events that result from the deletion of the source database or the destination repository.

3. CLAIMS AND PAYMENT PROCESS

3.1 If you believe that the Service Guarantee in connection with your use of the Service is not met in any billing month, then you may file a claim for Service Credit in accordance with this Clause 3.1. Your claim must include at least the following information: 

(a) A detailed description of the incident; 

(b) The dates and number of Failed Transactions, and number of Total Transactions within the claimed month; 

(c) Information relating to the affected instances; and

(d) Any other information that we reasonably ask you to provide to support your claim. 

3.2 Your claim for a Service Credit must be received by us within thirty (30) days after the last day of the billing month of occurrence of the event giving rise to the claim. Your failure to submit the claim within this time will be deemed to be an irrevocable waiver of your right to claim and receive such Service Credit. Once we receive your claim, we will review and evaluate your claim and may require your co-operation in conducting a joint investigation to ascertain whether the Service Guarantee has been breached and if so, the cause of the failure. We will make a good faith determination if a Service Credit is to be provided to you in our sole discretion and will inform you the result as soon as reasonably practicable. We will use commercially reasonable effort to process your claim and provide the Service Credit to you as early as possible.

3.3 If we, after our good faith review of your claim, determine that a Service Credit must be provided to you, the Service Credit to be provided will be the following: 

(a) DMS Paid Services: Stable Change control mode, Security Collaboration control mode, and Data Disaster Recovery Featured Service

(b) Database Gateway Service

3.4 Subject to Clauses 3.1, 3.2, and 3.3, the Service Credit shall apply to set-off the fees payable by you for the Service only. The Service Credit shall not be used or applied to set-off the fees for the other Alibaba Cloud services, unless otherwise stated to you in writing by us from time to time. 

3.5 The Service Credit provided in any billing month for a particular Service or Service resource will not, under any circumstance, exceed 100% of your Monthly Service Fee for that affected Service or Service resource, as applicable, in the billing month. 

3.6 The Service Credit provided to you must be used within one (1) month from the date the Service Credit is made available for you to use. 

3.7 You agree that any decision or determination made by us relating to your claim for any Service Credit shall be final and binding on you. 

4.ADDITIONAL TERMS

4.1 In the event of any inconsistency between yours and our system records relating to your claim, unless the discrepancy is caused by any material error or malfunction of our system, our system record shall at all times prevail and be the final and conclusive reference for calculating the Service Credits to be provided to you. 

4.2 The Service Credits provided in this SLA are your sole and exclusive remedy for any failure in the performance of the Service and we shall not be liable to the you or any person claiming through you for any direct, indirect, consequential or incidental damages or losses or expenses whatsoever, including but not limited to, loss of profits or business and irrespective of whether the claim arises in contract, tort (including negligence), or otherwise. 

4.3 We reserve the right to change the terms of this SLA anytime by posting an amended and restated version of this SLA on the Alibaba Cloud International Website. Your continued use of the service after the publication of the amended SLA shall be deemed as your acceptance of the amended SLA. 

4.4 This SLA shall constitute part of your agreement for your purchase and use of the Service.

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