Service Level Agreement
Version 2.0.0, published on May 2nd, 2024.
During the Service Term of the Services Agreement (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”), by and between StrongDM, Inc., a Delaware corporation with its principal place of business at 228 Hamilton Avenue, 3rd Floor, Palo Alto, CA 94301 (“StrongDM”), and the customer identified in the Services Agreement (“Customer”), StrongDM will use its commercially reasonable efforts to ensure that the Services will have a Monthly Uptime Percentage of at least ninety-nine and nine tenths percent (99.9%) in any given calendar month (the “StrongDM SLA”). If StrongDM does not meet the StrongDM SLA, and if Customer meets its obligations as defined herein, Customer will receive the Service Credits described below. The remedies provided in this StrongDM Service Level Agreement (the “Service Level Agreement”) shall be the sole and exclusive remedy with respect to any failure by StrongDM to meet the StrongDM SLA.
1. Definitions
Capitalized terms not defined in this Service Level Agreement have the meanings given to those terms in the Agreement. In addition, in this Service Level Agreement the capitalized terms set forth below shall have the meanings given to those terms:
"Downtime" means a the total number of minutes where the StrongDM Services have five percent (5%) or greater user error rate in any given month as monitored by StrongDM based on results from ping tests, web server tests, TCP port tests, and database query tests. Downtime is measured based on server side error rate and shall not include any Scheduled Downtime.
“Force Majeure" shall mean any event beyond the reasonable control of StrongDM, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
“Monthly Uptime Percentage” means the percentage equal to the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in such calendar month, divided by the total number of minutes in such calendar month.
“Scheduled Downtime” means those times where StrongDM notifies Customer of periods of Downtime at least five (5) business days prior to the commencement of such Downtime for general maintenance operations, enhancements, upgrades or modifications to the Services. Such notice will be made to Customer at https://status.strongdm.com. There will be no more than nine (9) hours of Scheduled Downtime per calendar year. Scheduled Downtime is not considered Downtime for purposes of this Service Level Agreement. Scheduled Downtime may temporarily restrict the change of configuration settings at the control plane during the maintenance window.
“Service Credit” is a credit, calculated as set forth below, provided to Customer based on the Monthly Uptime Percentage in any given calendar month.
“Services” means the services provided by StrongDM to the Customer under the Agreement, namely, access to, through the internet, (a) an online platform (as currently provided and as modified and upgraded from time to time) that enables Customer to manage and monitor resource access, to record queries, sessions, or commands made to such resources and to utilize such other features that Customer may subscribe from time to time (“Platform”) and (b) the software application and any upgrades thereto enabling Customer to access such Platform.
2. Uptime Measurement and Status Report
StrongDM will measure uptime based on server side error rate as monitored by StrongDM based on results from ping tests, web server tests, TCP port tests, and database query tests; provided, that StrongDM reserves the right to make reasonable changes to this measurement procedure. StrongDM makes system status information available at: https://status.strongdm.com/ (the “Status Report”). The Status Report will be in a format determined appropriate by StrongDM. The raw data and detailed supporting information for the Status Report shall be the Proprietary Information of StrongDM under the Agreement.
3. Reviews
Upon Customer’s written request, StrongDM will facilitate a monthly (or other mutually agreeable period) call or meeting with Customer during which the parties will review StrongDM’s performance relative to StrongDM SLAs. Customer must request any applicable Service Credits at the review immediately following the relevant Downtime.
4. Customer Cooperation with Cause Analysis
If necessary to assist StrongDM with its cause analysis of Downtime, Customer will cooperate with StrongDM’s reasonable requests for information concerning the Downtime and access to related resources and personnel. StrongDM shall provide an analysis report to the Customer detailing the cause of, procedure for correcting, and efforts implemented for future prevention of Downtime within 30 days of such Downtime.
To the extent StrongDM’s ability to provide a report is delayed by Customer’s noncooperation with StrongDM’s reasonable requests, StrongDM’s time to provide the report will be extended for the period of Customer’s noncooperation.
5. Service Commitment and Service Credits
5.1 Service Credit Schedule Service Credits will be issued in accordance with the schedule below against the StrongDM SLA:
| Monthly Uptime Percentage | Credit |
| >= 99.9% | None, Services are within SLA |
| For each 0.1% below 99.9% | 2% Service Credit for applicable month |
5.2 Maximum Service Credit.The aggregate maximum number of Service Credits to be issued by StrongDM to Customer for any and all Downtime that occurs in a single calendar month shall not exceed thirty (30) days of Services. If Customer elects to receive Service Credits, they may not be exchanged for, or converted to, monetary compensation.
6. Right to Terminate
In the event that the Monthly Uptime Percentage for any calendar month is less than ninety percent (90%), Customer shall have the option to either (a) terminate the Agreement upon seven (7) days’ prior written notice to StrongDM or (b) elect to receive thirty (30) days of Services added to the end of Customer’s applicable billing cycle at no additional cost to Customer.
7. StrongDM SLA Exclusions
The StrongDM SLA does not apply to any services that expressly exclude the StrongDM SLA (as stated in the documentation for such services) or any performance issues and unavailability: (i) caused by a force majeure event as defined above; or (ii) that resulted from any actions or inactions or equipment of Customer or any third party, or both (in each case, not within the primary control of StrongDM); or (iii) Scheduled Downtime. StrongDM shall provide notification for unplanned, emergency maintenance as early as possible to prevent disruption of Customer operations.