Service License Agreement


## Introduction 

This service level agreement (‘SLA’) describes the levels of service that [company name] (‘the client) will receive from SeMI Technologies B.V.. (‘Vendor’). 

This SLA should be read alongside the terms of use (https://semi.technoloy/terms) between the client and Vendor. Although the SLA covers key areas of the client’s provided services and support, other contracts may include areas not covered by this SLA. 

## Purpose 

The client’s received service depends on IT software and services (together: ‘the System’) that are provided, maintained and supported by Vendor. Some of these items are of critical importance to the business. This service level agreement sets out what levels of availability and support the client is guaranteed to receive the System. It also explains what penalties will be applied to Vendor should it fail to meet these levels. This SLA forms an important part of the contract between the client and Vendor. It aims to enable the two parties to work together effectively. 

## Dates and reviews 

This agreement begins on [date] and will run for a period of [number] months. It may be reviewed at any point, by mutual agreement. It may also be reviewed if there are any changes to the client’s needs or uses. 

## Services covered 

This SLA covers only those services provided by Vendor to the client for the purpose of data analysis. Vendor provides Weaviate - a search graph. This SLA contemplates only those above-named services and makes no guarantees or representations as to the provision or availability of any other service that may be provided by Vendor as an ancillary benefit to its clients. 

Exclusions 
This SLA is written in good faith. Vendor will always do everything possible to rectify every issue in a timely manner. However, there are exclusions. This SLA does not apply to: 

- Any equipment, software, services, third party or otherwise, or any other parts of the System not listed above. 
- Software, equipment or services not purchased via and managed by Vendor. 

Additionally, this SLA does not apply when: 

- The problem has been caused by using equipment, software or service(s) in a way that is not recommended. 
- The client has made unauthorized changes to the configuration or set up of affected equipment, software or services. 
- The client has prevented Vendor from performing required maintenance and update tasks. 
- The issue has been caused by unsupported mobile devices, equipment, software or other services. 

This SLA does not apply in circumstances that could be reasonably said to be beyond Vendor’s control. For instance: floods, war, acts of god, civil unrest and so on. This SLA also does not apply if the client is in breach of its contract with Vendor for any reason (e.g. late payment of fees, improper use, violation of terms, etc.). 

## Responsibilities 

Vendor responsibilities Vendor will provide and maintain the System used by the client. Vendor will make available the System through its RESTful API. Additionally, Vendor will: 

- Ensure relevant software and services are available to the client where necessary. 
- Respond to support requests within a reasonable timeframe. 
- Take steps to escalate and resolve issues in an appropriate, timely manner. 
- Maintain good communication with the client at all times. 

## Client responsibilities 

The client will use Vendor-provided system as intended. The client will insure, indemnify, and hold harmless Vendor for any violations, real or alleged, of any laws or regulations, relating to the use of the System with the client’s consumers and customers. Additionally, the client will: 

- Notify the client of issues or problems in a timely manner. 
- Provide Vendor with access to equipment, software and services for the purposes of maintenance, updates and fault prevention. 
- Maintain good communication with Vendor at all times. 

# Guaranteed uptime 

Uptime levels In order to enable the client to do business effectively, Vendor guarantees that certain items will be available for a certain percentage of time. 

Weaviate is guaranteed to have a 98% uptime for the managed services.

DEFINITIONS

TermDefinition
AgreementAny written agreement entered into between SeMI and Customer including any applicable schedules, Purchase Orders and work orders from SeMI (if any), as well as any other document expressly mentioned in the agreement as part of that agreement.
Affiliatemeans an entity that owns or controls, is owned or controlled by, or is under common control or ownership with a party, where “control” is the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.
Confidential Informationmeans information disclosed by the disclosing party to the recipient during the term of the Agreement that (i) is marked confidential; (ii) if disclosed orally, is clearly described as confidential at the time of disclosure and is subsequently set forth in writing, marked confidential, and sent to the recipient within thirty (30) days following the oral disclosure; or (iii) is of a nature that the recipient knows is confidential to the disclosing party or should reasonably be expected to know is confidential.
Customer or youmeans the person or entity acquiring the right to use or access the Products and which is a party to this Agreement.
Feesare the amounts to be paid by you to us for the Products.
General Termsmeans the terms contained in clauses [1 – 15] of this document.
Productsmeans the Software and Services that we have made available.
Product Descriptionsmeans (a) the Product Descriptions (b) for Services, that are incorporated into an applicable statement of work.
ServicesThe services to be provided by SeMI to Customer as described in the Agreement.
Services Termmeans the period during which you are entitled by us to use, receive access or consume a particular Product pursuant to an Order Form.
SoftwareThe software (including documentation and preparatory materials) that we have made available
Start Datemeans earliest of (a) the date of the last signature on this Agreement or an Order Form, (b) your online acceptance of the Agreement, and (c) when you first receive access to a Product.
Taxesmeans any form of taxation of whatever nature and by whatever authority imposed, including any interest, surcharges or penalties, arising from or relating to this Agreement or any of our Products, other than taxes based on our net income.
Your Materialsmeans any data, information, software or other materials that you provide to us under the Agreement.