PLATFORM9 MANAGED KUBERNETES TERMS OF USE

Last Updated April 27, 2022

These Platform9 Managed Kubernetes “Terms of Use” (also referred to as, the “Agreement”) are the main agreement between Platform9 Systems, Inc. (“Platform9”) and the user of the Products (“Customer”) under the Freedom Plan and Growth Plan (each as defined below).

By clicking a box indicating its acceptance or by using the Products after being provided with notice of this Agreement, Customer accepts and agrees to be bound by the terms of this Agreement. This Agreement is effective as of the earlier of the date that Customer accepts the terms of this Agreement as indicated above or first accesses or uses the Product (“Effective Date”). Platform9 reserves the right to modify or update the terms of this Agreement in its discretion, the effective date of which will be the earlier of (i) 10 days from the date of such update or modification and (ii) Customer’s continued use of the Products. Unless Platform9 and Customer have entered into a written agreement, Customer’s use of the Products set forth below will be governed by this Agreement.

For clarity, the following Terms of Use apply to all Platform9 “Freedom Plan” (also known as “Free Tier”) Customers as well as Customers that purchase Platform9’s “Growth Plan.” The “Growth Plan Addendum” to the Platform9 Terms of Use attached hereto applies to Customers that purchase Growth Plan.

Platform9 and Customer hereby agree as follows:

Growth Plan Addendum to the Platform9 Terms of Use

The following “Growth Plan Addendum” to the Terms of Use apply to Customers that purchase the Growth Plan as provided for below. For clarity, the Terms of Use (also referred to as the Agreement) applies to each Growth Plan Customer and its use of the Products.

  1. Growth Plan. Customers that purchase Platform9’s Growth Plan will receive Product entitlements as set forth on Platform9’s website located here: https://platform9.com/pricing/comparison. Customer’s right to use the Products as described in Section 2.1 of the Agreement are supplemented by the Growth Plan entitlements.
  2. Support. If Customer experiences any errors, bugs, or other issues in its use of the Products, then Platform9 will provide “Support” in order to resolve the issue or provide a suitable workaround. The fee for Support is included in the cost of the subscription set forth on the Order Form. In order to ensure efficient communication, Customer will designate no more than three representatives to contact Platform9’s Support team (“Customer Support Contacts”).
  3. Availability. Solely for Growth Plan Customers, Platform9 uses its best efforts to ensure that the Hosted Software is available in accordance with the terms of the Service Level Agreement, which sets forth Customer’s remedies for any interruptions in the availability of the Hosted Software.
  4. Billing.
    1. Paid Subscriptions. You may purchase a “Paid Subscription” directly from Platform9 either by: (1) paying a monthly subscription fee in advance (by means of a credit card); or (2) annual pre-payment in full giving you access to the Products for a specific time period (by means of a credit card or in the alternative, pursuant to Platform9’s invoice). Platform9 may charge Customer the price for all Paid Subscriptions, including recurring fees, as provided for in this Agreement, and will notify Customer of any changes in price in advance.
    2. Price Changes. Platform9 may change its prices for the Growth Plan upon written notice (email acceptable) to Customer which will take effect on the next applicable pay period. If Customer objects to the change in price, Customer may unsubscribe from the Products prior to the price change going into effect.
    3. Taxes. The fees payable hereunder are exclusive of any sales taxes (unless included on the invoice), or similar governmental sales tax type assessments, excluding any income or franchise taxes on Platform9 (collectively, “Taxes”) with respect to the Products provided to Customer. Customer is solely responsible for paying all Taxes associated with or arising from this Agreement.
    4. Over-subscription. If Customer provisions a number of Nodes in excess of the number specified on the applicable Order Form, and the excess number remain provisioned for more than 30 days, then Platform9 will invoice Customer for the excess number of Nodes based on the total fees on the most recent Order Form during each month that the excess Nodes remain provisioned for at least one day.
    5. Renewals & Cancellation. All Paid Subscriptions will automatically renew at the end of the applicable Paid Subscription period, unless cancelled earlier by Customer (see Platform9’s “Cancellation Policy” located here: ___). Customers may cancel by emailing info@platform9.com. Customer’s cancellation will take effect the day after the last day of the current Paid Subscription period, and Customer will be downgraded to the Free Tier. Platform9 provides no refunds or credits for any partial subscription periods.
    6. Credit Card Payments. Unless otherwise agreed by the parties, Customers that purchase Platform’s Growth Plan must provide Platform9 with Customer’s valid credit card for payment of all Paid Subscriptions. Platform9 uses a third-party payment processor (e.g., Stripe) (“Payment Processor”) for the purposes of processing all credit card transactions related to Growth Plan. Any and all such data collected and processed by the Payment Processor will be done so in accordance with Payment Processor’s terms of use and privacy policy. Any and all data collected and processed by Platform9 related to Growth Plan will be done so in accordance with Platform9’s Privacy Policy.

EXHIBIT A
SERVICE LEVEL AGREEMENT

This Exhibit A “Service Level Agreement” (or “SLA”) to the Agreement applies to Growth Plan Customers as follows:

  1. Definitions. For purposes of this Service Level Agreement, the following terms have the meaning ascribed to each term below:
    Downtime” means if Customer is unable to access the Products by means of a web browser and/or API as a result of failure(s) in the Products software or architecture, as confirmed by Platform9.
    Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.
    Service Credit” means the number of days that Platform9 will add to the end of the Term, at no charge to Customer.
  2. Service Level Warranty. During the Term, the Products will be operational and available to Customer at least 99.9% of the time in any calendar month (“Service Level Warranty”). If the Monthly Uptime Percentage does not meet the Service Level Warranty in any calendar month, and if Customer meets its obligations under this Agreement, then Customer will be eligible to receive Service Credit as follows:
UptimeDays Credited
< 99.9% – >= 99.0%3
< 99.0% – >= 95.0%7
< 95.0%15
  1. Customer Must Request Service Credit. In order to receive Service Credit, Customer must notify Platform9 within 30 days from the time Customer becomes eligible to receive a Service Credit under the terms of this Agreement. Failure to comply with this requirement will forfeit Customer’s right to receive Service Credit.
  2. Maximum Service Credit. The aggregate maximum amount of Service Credit to be issued by Platform9 to Customer for all Downtime that occurs in a single calendar month will not exceed 15 days. Service Credit may not be exchanged for, or converted into, monetary amounts.
  3. Exclusions. The Service Level Warranty does not apply to any performance issues that (i) are caused by riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, earthquakes, or any other causes that are beyond Platform9’s reasonable control so long as Platform9 uses commercially reasonable efforts to mitigate the effects of such force majeure, (ii) resulted from Customer’s equipment or third party equipment or service (e.g. Customer’s internet connection), or both, or (iii) resulted from Customer’s violation of the Agreement.
  4. Exclusive Remedy. This Agreement sets forth Customer’s sole and exclusive remedy for any failure by Platform9 to meet the Service Level Warranty.

EXHIBIT B
SUPPORT TERMS

This Support Services Exhibit B to the Agreement sets forth the terms on which Platform9 provides technical support (“Support”) to Growth Plan Customers (“Support Terms”).

  1. Definitions.

Error” means a failure of the Products to conform to the published specifications, resulting in the inability to use, or material restriction in the use of, the Products.

Escalation” means the process by which Platform9 will work continuously, and at multiple levels of its organization, to resolve an Error if not resolved within a commercially reasonable timeframe in light of the Priority Level of the Error.

Start Time” means the time at which Platform9 first becomes aware of an Error during Platform9’s regular business hours, following initiation of a Support case by Customer in accordance with Sections 2 and 3, below.

  1. General. During a Subscription Term, Platform9 will provide the Support described in these Support Terms 8 hours a day, 5 days a week, from 9am – 5pm local time Monday to Friday.
  2. Contacts. The Customer Support Contacts may initiate a Support case by emailing support@Platform9.com, by opening a Support ticket on the Platform9 Support portal at www.platform9.com/support, or by calling the Platform9 Support Line at (650) 898-7369. Emergency cases must be opened via phone. The customer may initiate up to 10 support cases per month.
  3. Priority Levels and Timeframes. Platform9 will establish the Priority Level of an Error and the corresponding Support case in its sole discretion and will use its best efforts to resolve the Error after responding to the Customer Support Contact(s) within the Response Times set forth below. If an Error is not addressed within a commercially reasonable timeframe in light of the Priority Level, then Platform9 will commence an Escalation.
Priority LevelDescriptionResponse Time
1Major Impact: Products are inoperable or the performance of the Products are so severely reduced that Customer cannot reasonably continue to use the Products because of the Error, the Error cannot be circumvented with a workaround, and it affects Customer’s ability to perform its business.4 hours within support hours
2Moderate Impact: Performance is significantly degraded such that Customer’s use of the Products are materially impaired, but the Error can be circumvented with a workaround.24 hours, excluding weekends
3Minor Impact: Customer is experiencing a performance, operational, or functional issue in its use of the Products that can be circumvented with a workaround, and the Error causes only minimal impact to the Customer’s ability to use the Products.48 hours, excluding weekends
4General Questions: No issue with performance or operation of the Products. These include standard questions on the API configuration, dashboard functionality, enhancement requests, or documentation clarification.72 hours, excluding weekends
  1. RACI Chart for Support Responsibilities. Responsibilities are set forth in the table below (using the RACI method) for the various Support functions listed below:
Service ElementService DescriptionPlatform9Customer
Pre-deployment – Platform9Identify resource requirements – compute, storage and networking, for platform9 controller tier, based on scaleRA
Deployment – Platform9Automated deployment, installation and configuration of the Services. Including deployment of core services, REST API and CLI endpoints.RA
Patch Management – Platform9Periodic patch and bugfix management for all OpenStack components and services deployed by Platform9RA
Upgrade Management – Platform9Upgrades to the ServicesR
3rd party plugins – Platform9Integration of any third party plugins with Platform9 – eg supported OpenStack plugins – including initial deployment and updatesRA
Incident, Change and Problem Management – Platform9Incident, Change and Problem management for any bugs, issues that end users or Customer experiences with any components deployed by Platform9 team – assuming appropriate Support procedures are performed for reporting of incidents and problemsRAC
End user training – Platform9Training end users on the capabilities of the Services, answering ongoing questions from end users.RA
Pre-deployment and deployment (non-Platform9 components)Pre-deployment, deployment and configuration of (a) any software such as but not limited to Hypervisors, Storage, Networks (b) all hardware necessary for the deploymentRA
Capacity managementCapacity management for all resources – hardware and software deployed by Customer team that the Services depend on for the controller tier, as well as are required for the actual deployment of the ServicesRA
Patching/Updates/Upgrades (non-Platform9 components)Patch, update and upgrade management for all hardware and software deployed by the Customer team.RA
3rd party plugins – (non-Platform9 components)Installation, configuration and management of any 3rd party plugins installed by Customer team not related to Platform9’s offeringRA
Incident and Change Management – (non-Platform9 components)Incident, change and problem management for all software and hardware deployed by Customer team – including handling Support requests from end users and providing end users with a portal and tools for reporting problemsRA
End user training – (non-Platform9 components)Training end users on the capabilities of the Services, answering ongoing questions from end users.RA

 

  1. Conditions, Exclusions, and Termination.
    1. Conditions. Platform9’s obligation to provide Support is conditioned upon the following: (i) Customer makes reasonable efforts to solve the Error after consulting with Platform9; (ii) Customer provides Platform9 with sufficient information and resources to correct the Error, as well as any and all assistance reasonably requested by Platform9; and (iii) Customer procures, installs, and maintains all equipment, telephone lines, communication interfaces and other hardware necessary to access and operate the Products.
    2. Exclusions. Platform9 is not obligated to provide Support in the following situations: (i) the problem is caused by Customer’s negligence, hardware malfunction, or other causes beyond the reasonable control of Platform9; or (ii) the problem is with third party software not licensed through Platform9.
    3. Termination. Platform9 reserves the right to conclude its performance of a Support case when, in its reasonable discretion, Platform9 determines that it has provided a satisfactory resolution or workaround to the Error.

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