Effective Date: 17 April 2024
This Customer Service Level Agreement (“SLA”) is between Banyan Storage Inc. (“Banyan”) and any customer (each, a “Customer”) that has an agreement with Banyan (the “Service Agreement”) for Banyan to provide cloud storage services (the “Services”).
1. DEFINITIONS. Capitalized terms that aren’t defined in context have the meaning assigned to them in this section.
“Banyan Infrastructure” means the hardware and software, including servers, that Banyan uses to provide the Services.
“Business Hours” means Monday through Friday 9:00 a.m. to 5:00 p.m. U.S. Eastern Time on regular business days, excluding legal holidays in which in the banks in New York City, New York are closed.
“Customer Data” means all data that Banyan stores on behalf of Customer pursuant to the Service Agreement.
“Downtime” means the total number of minutes of Service Unavailability in the applicable calendar month that are not Planned Maintenance.
“Fees” means the fees that Customer owes to Banyan pursuant to the Service Agreement in consideration for Banyan’s provision of the Services.
“Planned Maintenance” means scheduled maintenance of the Banyan Infrastructure.
“Planned Maintenance Time” means the total number of minutes of Planned Maintenance occurring during the applicable calendar month.
“Service Credit” means the credit that Customer is entitled to as a result of Service Unavailability in accordance with Section 2.3.
“Service Unavailability” means any period of at least two minutes in duration during which (a) one or more of Customer’s users cannot upload, access, or download Customer Data that is stored on Banyan Infrastructure, or (b) Customer is unable to establish connectivity with Banyan Infrastructure. Any unavailability due SLA Exclusions does not constitute Service Unavailability.
“SLA Exclusions” means (i) factors outside of Banyan’s reasonable control, such as a force majeure event or internet disruption unrelated to Banyan; (ii) hardware or software that is not under Banyan’s control; (iii) Customer’s actions or inactions, or (iv) a suspension or termination of Customer’s account.
“Total” means the total number of minutes in the applicable calendar month.
1. DEFINITIONS. Capitalized terms that aren’t defined in context have the meaning assigned to them in this section.
“Banyan Infrastructure” means the hardware and software, including servers, that Banyan uses to provide the Services.
“Business Hours” means Monday through Friday 9:00 a.m. to 5:00 p.m. U.S. Eastern Time on regular business days, excluding legal holidays in which in the banks in New York City, New York are closed.
“Customer Data” means all data that Banyan stores on behalf of Customer pursuant to the Service Agreement.
“Downtime” means the total number of minutes of Service Unavailability in the applicable calendar month that are not Planned Maintenance.
“Fees” means the fees that Customer owes to Banyan pursuant to the Service Agreement in consideration for Banyan’s provision of the Services.
“Planned Maintenance” means scheduled maintenance of the Banyan Infrastructure.
“Planned Maintenance Time” means the total number of minutes of Planned Maintenance occurring during the applicable calendar month.
“Service Credit” means the credit that Customer is entitled to as a result of Service Unavailability in accordance with Section 2.3.
“Service Unavailability” means any period of at least two minutes in duration during which (a) one or more of Customer’s users cannot upload, access, or download Customer Data that is stored on Banyan Infrastructure, or (b) Customer is unable to establish connectivity with Banyan Infrastructure. Any unavailability due SLA Exclusions does not constitute Service Unavailability.
“SLA Exclusions” means (i) factors outside of Banyan’s reasonable control, such as a force majeure event or internet disruption unrelated to Banyan; (ii) hardware or software that is not under Banyan’s control; (iii) Customer’s actions or inactions, or (iv) a suspension or termination of Customer’s account.
“Total” means the total number of minutes in the applicable calendar month.
2. SERVICE AVAILABILITY
2.1 Calculation. The Service Availability is calculated per calendar month as follows:
2.1 Calculation. The Service Availability is calculated per calendar month as follows:
2.2. Planned Maintenance. Banyan shall use commercially reasonable efforts to avoid scheduling Planned Maintenance during Business Hours; however, if Banyan requires Planned Maintenance during Business Hours from time to time, Banyan shall provide Customer with at least 24 hours prior email or other written notice.
2.3. Service Credits. If Service Availability for any calendar month is below 99.9%, then as Customer’s sole and exclusive remedy, Customer will be entitled to claim a Service Credit equal to a percentage of the Fees for that calendar month, according to the following table:
| Service Availability | Credit: |
| Greater than or equal to 99.9% | 0% |
| Less than 99.9% but greater than or equal to 99.0% | 5% |
| Less than 90% | 10% |
2.4. Claiming a Service Credit. To claim a Service Credit for a calendar month, Customer shall submit a support ticket through Banyan Support within 30 business days after the end of that calendar month. Claims may be made on a calendar month basis only. The support ticket must (i) assert that Banyan owes a service credit, (ii) identify the applicable calendar month, (iii) identify the customer’s account, (iv) estimate the Downtime for that calendar month, and (v) identify the known incidences of Service Unavailability during that calendar month. All claims will be verified against Banyan’s system records. If Banyan confirms that Customer is entitled to a Service Credit for that calendar month, then Banyan will process the Service Credit on the following billing cycle.
2.5. Restrictions on Service Credits. Customer’s right to claim a Service Credit does not entitle Customer to any refund or other payment from Banyan. Service Credits may not be transferred or applied to any other account.
