Service Level Addendum

Last Updated: April 7, 2025
 

This Service Level Addendum (“SLA”) is subject to and made a part of the Terms of Service for Brightlayer Cloud Services to which this SLA is attached, (the “Terms of Service”) and is effective as of the Subscription Term start date for the Cloud Offering as specified in the applicable Order Form (the “SLA Effective Date”).

1.        Scope. The terms of this SLA apply to the Brightlayer Cloud Services set forth on Schedule A to this SLA that are purchased by You through Eaton or a Channel Partner (each a “Cloud Offering”). Schedule A is fully incorporated herein. Eaton may add Cloud Offerings to Schedule A in its sole discretion without notifying You.

2.        Definitions. Capitalized Terms not defined herein shall have the meanings set forth in the Terms of Service.

   2.1.      “Downtime” means the period of time the Cloud Offering is unavailable to You and Your Authorized Users.

   2.2.      “Emergency Maintenance” means unplanned maintenance due to critical issues, security vulnerabilities, or system failures.

   2.3.      “Excluded Event” means unavailability or any other performance issue causing an operation to fail to the extent due to a result of: (i)  Planned Maintenance, (ii) Emergency Maintenance; (iii) Customer Data; (iv) Your and/or third party products, equipment, software, network connections or other infrastructure, including without limitation (a) internet access or performance, or related problems and (b) equipment or devices that connect and exchange data over the internet such as internet-of-things devices; (v) Force Majeure events or other factors outside of Eaton’s reasonable control; (vi) Your use of the Cloud Offering in a manner not authorized under the Terms of Service; (vii) Your failure to meet the configuration requirements set forth in the Documentation or (viii) suspension or termination of the Cloud Offering in accordance with the Terms of Service.

   2.4.      “Maintenance Window” means the maintenance windows for such Cloud Offering as set forth at https://www.eaton.com/us/en-us/company/policies-and-statements/digital-offers/support-contacts-and-hours.html, as updated by Eaton from time to time.

   2.5.      “Measurement Period” means the time period during which the availability of a Cloud Offering is measured. The Measurement Period shall be quarterly based on Calendar Quarters. “Calendar Quarters” shall be January through March, April through June, July through September, and October through December.  

   2.6.      “Planned Maintenance” means scheduled maintenance within a Maintenance Window, or where Eaton has provided at least 24 hours prior notice to You.

   2.7.      “Production Instance” means an instance within the Cloud Offering in which Your Authorized Users process live data. Does not include any development, test, sandbox, nonproduction, or pre-release instances or environments.
 

3.        Availability

   3.1.      Service Level. Eaton will use reasonable commerical efforts to make the Production Instance of the Cloud Offering(s) available at least 99.5% of the time during each Measurement Period, except as provided below.

   3.2.      Calculation. Availability will be measured for each Cloud Offering individually and will not be aggregated across multiple Cloud Offerings. Availability will be calculated per Measurement Period as follows:
 

                                                          Availability = [(Total Minutes – Outage) / Total Minutes – Excluded Downtime] * 100
 

For the purposes of this SLA, “Total Minutes” means the total number of minutes in the relevant Measurement Period. “Outage” means total number of minutes of Downtime minus Excluded Downtime for the relevant Measurement Period.  “Excluded Downtime” means the total number of minutes of Downtime related to or arising from Excluded Events for the relevant Measurement Period.

   3.3.      Maintenance. Eaton will use commercially reasonable efforts to schedule all Planned Maintenance during the Maintenance Windows for the applicable Cloud Offerings. If Planned Maintenance requires Your action in advance (e.g., updating network settings and hard-coded references in preparation for instance refreshes), Eaton will endeavor to notify Your before the scheduled maintenance. If Eaton determines Emergency Maintenance is required, You may not be notified in advance.

   3.4.      Reporting; Notices. To claim a remedy or credit under this SLA, You must send Eaton a notice, via email, to the support email for the affected Cloud Offering (available here: support contact and hours), containing the following details:

a.        The Cloud Offering(s) that form the basis for the claim;
b.        Billing information, including company name, billing address, billing contact and billing contact phone number;
c.        The dates and time periods for each instance the Cloud Offering was not Available during the relevant Measurement Period; and
d.        An explanation of the claim, including any relevant calculations.
 

   3.5.      Credit.  Should Eaton fail to make any Cloud Offering available as set forth in Section 3.1 above (“SLA Failure”), Eaton will add days of service to the end of the Subscription Term for the Cloud Offering that experienced the SLA Failure (“Service Credit”). During the Subscription Term for the affected Cloud Offering, all Service Credits validated by Eaton will be combined and applied as an extension to the end of the Subscription Term at no cost to You. For example, if Eaton validates (i) a Cloud Offering was available 96% of the time during the first Measurement Period of the Subscription Term, the applicable Service Credit is 3 additional days of service, (ii) that Cloud Offering was available 99% of the time during the second Measurement Period of the Subscription Term, the applicable Service Credit is 1 additional day of service, and (iii) that Cloud Offering was available 100% of the time during the third Measurement Period of the Subscription Term, there would be no applicable service credit and, therefore, You will be entitled to a total of 4 additional days of service for that Cloud Offering following the end of the applicable Subscription Term.
 

   3.6.      Claims. All claims for Service Credit must be submitted within thirty (30) calendar days after the end of the applicable Measurement Period, except where the applicable Cloud Offering’s subscription ends on a date other than the last day of a calendar quarter, in which case any claim related to that subscription must be submitted within thirty (30) calendar days after the end of the Subscription Term. Any claims not submitted by You within the specified time period may be denied by Eaton, and Eaton will have no further obligation to You with respect to such failure. All claims will be verified against Eaton’s records. Should Eaton dispute any period of of unavailablility alleged by You, Eaton will provide to You documentation demonstrating Eaton’s availability calculations for such Cloud Offering during the relevant Measurement Period. Eaton will provide such records only in response to claims made by You in good faith.

   3.7.      Termination. Should Eaton fail to make any Cloud Offering available as set forth in Section 3.1 for two (2) consecutive Measurement Periods, or (ii) more than three (3) times during any consecutive twelve (12) month period, You may terminate its subscriptions to the affected Cloud Offering by providing notice of termination in accordance with the Terms of Service. Upon such termination, Eaton will refund to You any prepaid fees for the remainder of such Cloud Offering’s Subscription Term following the date of termination.

   3.8.      Remedies. The remedies provided in this SLA are Your sole and exclusive remedies with respect to the availability and peformance of Cloud Offerings.

SCHEDULE A

IN-SCOPE CLOUD OFFERINGS