Marqo Cloud Service Level Agreement and Technical Support Policy

This Service Level and Technical Support Agreement (“SLA”) sets out the service levels and technical support that S2Search Australia Pty Ltd (ACN 660 091 074) (“Marqo”) will provide for the Solution pursuant to the Marqo General Terms and Conditions (the “Terms and Conditions”).
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This SLA forms part of the Terms and Conditions. Any capitalised terms used but not defined herein will have the meanings prescribed to them in the Terms and Conditions. In the event of any conflict or inconsistency between the Terms and Conditions and this SLA, the Terms and Conditions will prevail to the extent of that conflict or inconsistency (unless expressly stated otherwise).

1. Definitions.
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“Business Days” means Monday through Friday, excluding a day that is a Saturday, Sunday or a public holiday in the state of Victoria, Australia.
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“Business Hours” means 8am to 6pm Australian Eastern Standard Time on Business Days.
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“Customer Representative” has the meaning given to it in Section 5.1 (General) of this SLA.
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“Eligible Index” means an index configured on the Solution with the following configuration options:
(a) Storage Shard Type: marqo.balanced or marqo.performance, and
(b) Inference Pod Type: marqo.CPU.large or marqo.GPU, and
(c) Number of Replicas: 1 or more, and
(d) Number of Inference Pods: 2 or more.
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“Inference Pod Type” means the Solution configuration option ‘Inference pod type’ in the Marqo Console and ‘inference_type’ in the API, as described in the Documentation.
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“Initial Response” means an initial response to a Support Request, which, at a minimum, is made by a human agent who will acknowledge receipt of the Support Request.
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“Issue” means a failure of the Solution to conform to the specifications set forth in the Documentation.
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“Marqo Console” means Marqo’s website at https://console.marqo.ai and https://cloud.marqo.ai
“Monthly Subscription Fee” means the total Fee, paid by you for the Subscription to the Solution during the calendar month in which Service Downtime occurred.
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“Monthly Uptime Percentage” means with respect to any particular calendar month, the total number of minutes in that month, minus the number of minutes of measured Service Downtime during that month, divided by the total number of minutes in that month (expressed as a percentage):
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When calculating the Monthly Uptime Percentage for any month in which the Solution is deployed for only part of the month, it will be assumed that there was no Service Downtime during the portion of the month in which the Solution was not deployed.
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“Number of Inference Pods” means the Solution configuration option ‘Number of inference pods’ in the Marqo Console and ‘number_of_inferences’ in the API, as described in the Documentation.
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“Number of Replicas” means the Solution configuration option ‘Number of replicas’ in the Marqo Console and ‘number_of_replicas’ in the API, as described in the Documentation.
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“Service Credit” is the percentage of the applicable Monthly Service Fees to be credited to you if Marqo approves your claim, as set forth in Section 3.1 (Service Credits).
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“Service Downtime” is measured at each Eligible Index as the total number of full minutes, outside of scheduled downtime for maintenance and upgrades, where continuous attempts by you, to establish a connection within the minute fail as reflected in minute-by-minute logs as maintained by Marqo.
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“Service Hours” means twenty-four (24) hours per day, seven (7) days per week, including public holidays in the state of Victoria, Australia.
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“Service Standard” has the meaning given to it in Section 2 (Service Levels) of this SLA.
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“Storage Shard Type” means the Solution configuration option ‘Storage shard type’ in the Marqo Console and ‘storage_class’ in the API, as described in the Documentation.
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“Support Portal” means Marqo’s online support module https://marqo.zendesk.com/hc/en-us that may be used to report Issues and Support Requests.
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“Support Request” means a request or inquiry made to Marqo in accordance with Section 5.4 (Support Requests) of this SLA.
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“Technical Support” means Marqo’s assistance to you in the event you submit a Support Request; assistance will be provided via the Support Portal with correspondence sent to you via email. Phone calls or video meetings may also be recommended by Marqo in order to provide Technical Support.
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2. Availability service level

2.1 Subject to clause 2.2, Marqo will undertake commercially reasonable measures to ensure that the Monthly Uptime Percentage equals or exceeds 99.9% during each calendar month (the “Service Standard”).

2.2 The availability service level set out in this clause will only be measured, and the remedies set out in clause 3 will only apply, if you have maintained an Eligible Index configuration for the entire duration of the relevant month.
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3. Remedy.
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3.1 Service Credits. If Marqo does not achieve and maintain the Monthly Uptime Percentages for Eligible Indexes set forth in the table below, then you may be eligible for Service Credits according to the following table:
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3.2 Your Obligations. As a condition to Marqo’s obligation to provide Service Credits to you, you must meet all of the following criteria:

(a) Log a Support Request via the Support Portal within sixty (60) minutes of the start of the Service Downtime.

(b) Submit a claim for Service Credits by logging a Support Request via the Support Portal before the end of the calendar month immediately following the month in which the relevant Service Downtime occurred, with all the following required information:
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(i) The words “Request for SLA Credit” in the Support Request subject field;
(ii) A detailed description of the events resulting in Service Downtime, including your request logs that document the errors and corroborate your claimed outage (with any confidential or sensitive information in the logs removed or replaced with asterisks);
(iii) The Eligible Index name, Shard Type, Inference Pod Type, Number of Inference Pods, and Number of Replicas;
(iv) Information regarding the dates, time and duration of the Service Downtime.

(c) You must reasonably assist Marqo in investigating the cause of the Service Downtime and processing your claim for Service Credits.

(d) Comply with the Terms and Conditions, applicable Documentation and any advice from Marqo’s support team.

3.3 If Marqo determines that you have satisfied your obligations above and that none of the exclusions set out in clause 4 apply to your claim, Marqo will grant you a Service Credit in accordance with the table in Section 3.1 (Service Credits).

3.4 Marqo will apply any Service Credit to a future invoice or payment for the Solution. Service Credits will not entitle you to any cash refund or other payment from Marqo (including if the Agreement ends before the Service Credit is paid).

3.5 Notwithstanding the Terms and Conditions, you acknowledge and agree that your rights under this Section 3 (Remedy) are your sole and exclusive remedy with respect to any Service Downtime or any failure by Marqo to meet the Service Standard.
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4. Exclusions.

4.1 Notwithstanding anything to the contrary, Service Credits will not be provided where, at any time during the relevant month:

(a) Solution indexes have been configured with Shard Type marqo.basic;
(b) Solution indexes have been configured with Inference Pod Type marqo.CPU.small;
(c) Solution indexes have been configured with zero Number of Replicas; and
(d) Solution indexes have been configured with less than two Number of Inference Pods.

In other words, Service Credits will not be provided for Solution indexes that are not Eligible Indexes.

4.2 Notwithstanding anything to the contrary, Service Downtime excludes, and you will not be eligible to claim a Service Credit for, any performance or availability issue that are caused or contributed to by:
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(a) A Force Majeure event, a network or device failure at your site or between your site and the Solution, or any other factors outside of Marqo’s reasonable control;
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(b) Services, hardware, or software provided by a third party, such as cloud platform services (e.g., AWS, GCP) on which the Solution runs;
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(c)  Your failure to be in full compliance with the terms of the Terms and Conditions, as well as applicable Documentation, and advice from the Marqo support team; or your or any third party’s
(i) improper use, scaling or configuration of the Solution,
(ii) modifications (or attempts to modify) the Solution, or
(iii) failure to follow appropriate security practices;
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(d) Any impact to your ability to access or use the Marqo Console that is not caused by Marqo’s act or omission. This includes any component or content linked from the Marqo console, including Documentation and the Support Request module. These components do not impact Solution availability;
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(e) Marqo’s beta, preview or early access services; and
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(f) Use of a machine learning model on an index on the Marqo Solution, where the model used is not compatible with the Inference Pod Type, as described in Documentation, even if the index is otherwise configured as an Eligible Index.
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4.3 Notwithstanding anything to the contrary, you will not be able to claim a Service Credit where you have failed to pay any applicable Fees owed to Marqo.
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5. Marqo Technical Support
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5.1 General. Marqo will provide you with Technical Support if you experience Issues with the Solution. This includes access to the Support Portal where you may submit Support Requests in relation to technical Issues you are experiencing with the Solution that are not covered in the Documentation. You may designate up to four (4) individuals at any time with appropriate technical expertise that are familiar with the Solution as your designated support contacts (“Customer Representatives”). Only your Customer Representatives should be submitting Support Requests and accessing the Support Portal.

5.2 Technical Support does not include, and Marqo will not be required to provide any assistance related to: (a) use of the Solution other than in accordance with the Documentation; (b) use of the Solution in violation of the the Agreement; (c) issues that result from a Force Majeure event or any other factors beyond Marqo’s reasonable control; (d) the integration or communication of your systems with the Solution.

5.3 Severity Levels and Response Time: Marqo provides Technical Support subject to the following table:

While Marqo will make commercially reasonable efforts to correct defects or other errors in the Solution, nothing in this SLA guarantees full resolution of a reported Issue.
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Severity Level Definitions
Sev 1: Eligible Index is down or is severely impacted such that routine operation is impossible, with no workaround available.
Sev 2: Eligible Index is functional but offers service in degraded or restricted capacity.
Sev 3: Eligible Index has minor impact, but you can still access and use most functionality, or the situation may be temporarily circumvented using an available workaround.
Sev 4: No Eligible Index impact, questions or requests for features.
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5.4 Support Requests. Marqo will provide 24x7, 365 days support for Sev 1 and Sev 2 Support Requests. All other Support Requests will be responded to and addressed only during Business Hours. Marqo provides an online support module that may be used to report and track Issues, the Support Portal. Marqo requests that you use this system as the first method of reporting issues and requesting support. It can be accessed here: https://marqo.zendesk.com/hc/en-us or via the Marqo console by clicking ‘Contact Support’.

Support Requests must include the following information:
(a) A description of the Issue you are experiencing, sufficiently detailed to allow the Marqo support team to effectively assess the Issue, including index name, and any relevant error message, and assumed Severity Level in accordance with the Severity Level Definitions.
(b) Information regarding the time and duration of the issue.
(c) Descriptions of your attempts to resolve the issue at the time of occurrence.
(d) Other information the Marqo Support team may request in a timely manner.

5.5 Measurement. Support service response times are measured by Marqo from the time the Support Request is received by Marqo via the contact methods set out in Section 5.4 (Support Requests).