CUSTOMER AGREEMENT​

Last Updated: January, 2024

This Customer Agreement (this “Agreement”) is between Weaviate, B.V., a private limited company (“Weaviate”), and ___________________ (“Customer”) and is effective as of ___________________ (the “Effective Date”).

Background​

Weaviate has developed and makes available an open-sourced vector database that permits Customers to store data objects and vector embeddings (the “Weaviate Database”), which may be offered as SaaS-based product (the “Serverless Offering” or“Enterprise Dedicated Offering” ) or software that is provided to Customer for installation and use on Customer’s premises or private cloud (the “BYOC Offering”).

1. Definitions​

1. The following terms, when used in this Agreement will have the following meanings:

“Affiliates” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists.  For the purposes of this definition, “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity.

“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure.  However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Weaviate for the Weaviate Product.

“Non-Weaviate Product” means a third party or Customer web-based, mobile, offline or other software application that integrates with the Weaviate Product (other than third party data hosting services used by Weaviate).  For clarity, the Weaviate Product excludes Non-Weaviate Products.

“Order Form” means an order form, quote or other similar document that sets forth the specific Weaviate Product and pricing therefor (including in relation to overages), permitted number of users and subscription term, and that references this Agreement and is mutually executed by the parties.  Order Form #1 is attached hereto in Exhibit B and is deemed mutually executed as of the Effective Date.

2. Weaviate Product​

1. Provision of Weaviate Product.  Subject to the terms and conditions of this Agreement, Weaviate will make the Weaviate Product available to Customer pursuant to this Agreement, the SLA attached in Exhibit B and the applicable Order Form, and hereby grants Customer a non-exclusive right to access and use the Weaviate Product for its internal business.

2. Data Security.  With respect to the Serverless SaaS Offering, Weaviate will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer data uploaded by or on behalf of Customer to the Weaviate Product (“Customer Data”); (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data.  .

3. Customer Responsibilities.

   1. Customer acknowledges that Weaviate’s provision of the Weaviate Product is dependent on Customer providing all reasonably required cooperation (including the prompt provision of access to Customer’s systems, personnel, cooperation and materials as reasonably required and any other access as may be specified in the applicable Order Form), and Customer will provide all such cooperation in a diligent and timely manner.
   2. Customer will (i) be responsible for all use of the Weaviate Product under its account, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Weaviate Product and notify Weaviate promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the Weaviate Product and (iii) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Weaviate Product, including as set forth in the Documentation.  Customer will be solely responsible for its failure to maintain such equipment, software and services, and Weaviate will have no liability for such failure (including under any service level agreement).

4. Affiliates.  Any Affiliate of Customer will have the right to enter into an Order Form executed by such Affiliate and Weaviate and this Agreement will apply to each such Order Form as if such Affiliate were a signatory to this Agreement.  With respect to such Order Forms, such Affiliate becomes a party to this Agreement and references to Customer in this Agreement are deemed to be references to such Affiliate.  Each Order Form is a separate obligation of the Customer entity that executes such Order Form, and no other Customer entity has any liability or obligation under such Order Form.

5. FOSS Software.  Certain “free” or “open source” based software (“FOSS Software”) may be shipped with the Client Software.  Customer’s right to use the FOSS Software is governed by the applicable open source license.

3. Fees​

1. Fees. Customer will pay Weaviate the fees set forth in the applicable Order Form.  Customer shall pay those amounts due and not disputed in good faith within thirty (30) days of the date of receipt of the applicable invoice, unless a specific date for payment is set forth in such Order Form, in which case payment will be due on the date specified.  Except as otherwise specified herein or in any applicable Order Form, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable.
2. Late Payment.  Weaviate may suspend access to the Weaviate Product immediately upon notice if Customer fails to pay any amounts hereunder at least ten (10) days past the applicable due date.  If Weaviate has not received payment within fourteen (14) days after the applicable due date, Weaviate may elect to charge interest on past due amounts at the rate of one percent (1.5%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Weaviate.
3. Taxes.  All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”).  Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Weaviate.  Customer will not withhold any Taxes from any amounts due to Weaviate.

4. Proprietary Rights​

1. Proprietary Rights.  As between the parties, Weaviate exclusively owns all right, title and interest in and to the Weaviate Product, System Data and Weaviate’s Confidential Information, and Customer exclusively owns all right, title and interest in and to the Customer Data, insights produced specifically for Customer via the use of the Weaviate Product by Customer (which will constitute Customer Data for purposes hereof) and Customer’s Confidential Information.  “System Data” means data collected by Weaviate regarding the Weaviate Product that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Weaviate Product.
2. Feedback.  Customer may from time to time provide Weaviate suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Weaviate Product.  Weaviate will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality.  Weaviate will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
3. Product Improvement and Aggregated Statistics. Notwithstanding anything to the contrary, Weaviate shall have the right to aggregate, collect and analyze data and other information relating to the provision, use and performance of the Weaviate Database and shall be free (during and after the term hereof) to (i) use such data and other information to develop and improve the Weaviate Database and other Weaviate offerings, and (ii) disclose insights of such data in aggregated and anonymized format that does not identify Customer or any individual and other information.

5. Confidentiality; Restrictions​

1. Confidentiality.  Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder.  However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law.  Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers.  Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure.  In the event of actual or threatened breach of the provisions of this Section 5, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.  Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
2. Technology Restrictions.  Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the proprietary source code underlying the Weaviate Product; (b) attempt to probe, scan or test the vulnerability of the Weaviate Product, breach the security or authentication measures of the Weaviate Product without proper authorization or wilfully render any part of the Weaviate Product unusable; (c) use or access the Weaviate Product to develop a product or service that is competitive with Weaviate’s products or Product or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease, license, or assign the Weaviate Product or otherwise offer the Weaviate Product on a standalone basis, use the Client Software in an application service provider or managed service provider environment, or copy the Client Software onto any public or distributed network, except for an internal and secure cloud computing environment; or (e) otherwise use the Weaviate Product in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order.

6. Warranties and Disclaimers​

1. Weaviate.  Weaviate warrants that it will, consistent with prevailing industry standards, provide the Weaviate Product in a professional and workmanlike manner and the Weaviate Product will conform in all material respects with the Documentation.  For material breach of the foregoing express warranty, Customer’s exclusive remedy shall be the re-performance of the deficient Weaviate Product or, if Weaviate cannot re-perform such deficient Weaviate Product as warranted within thirty (30) days after receipt of written notice of the warranty breach, Customer shall be entitled to terminate the applicable Order Form and recover a pro-rata portion of the prepaid subscription fees corresponding to the terminated portion of the applicable subscription term.
2. Customer.  Customer warrants that it has all necessary rights and consents to provide any information, data (including Personal Data) or other materials that it provides hereunder, and to permit Weaviate to use the same as contemplated hereunder.
3. DISCLAIMERS.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.  CUSTOMER ACKNOWLEDGES THAT THE WEAVIATE PRODUCT IS INTENDED TO AUGMENT THE EFFICIENCY OF, BUT NOT REPLACE, CUSTOMER’S TRANSCRIPTION SYSTEMS AND PROCESSES.  WEAVIATE DOES NOT REPRESENT OR WARRANT THAT THE WEAVIATE PRODUCT WILL BE ERROR-FREE.  WEAVIATE IS NOT RESPONSIBLE OR LIABLE FOR ANY NON- WEAVIATE PRODUCTS, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS DISCRETION.
4. BETA PRODUCTS.  FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH WEAVIATE WHERE CUSTOMER GETS TO USE ALPHA OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY WEAVIATE. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS”.  WEAVIATE DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO.  CUSTOMER OR WEAVIATE MAY TERMINATE CUSTOMER’S ACCESS TO THE BETA PRODUCTS AT ANY TIME.

7. Indemnification​

1. Indemnity by Weaviate.  Weaviate will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Weaviate Product as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Weaviate) in connection with any such Claim; provided that (a) Customer will promptly notify Weaviate of such Claim, (b) Weaviate will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Weaviate may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with Weaviate in connection therewith.  If the use of the Weaviate Product by Customer has become, or in Weaviate’s opinion is likely to become, the subject of any claim of infringement, Weaviate may at its option and expense (i) procure for Customer the right to continue using and receiving the Weaviate Product as set forth hereunder; (ii) replace or modify the Weaviate Product to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the applicable Order Form and provide a pro rata refund of any prepaid subscription fees corresponding to the terminated portion of the applicable subscription term.  Weaviate will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) compliance with designs, guidelines, plans or specifications provided by Customer; (B) use of the Weaviate Product by Customer not in accordance with this Agreement; (C) modification of the Weaviate Product by or on behalf of Customer; (D) Customer Confidential Information or (E) the combination, operation or use of the Weaviate Product with other products or services where the Weaviate Product would not by itself be infringing (clauses (A) through (E), “Excluded Claims”).  This Section states Weaviate’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.
2. Indemnification by Customer.  Customer will defend Weaviate against any Claim made or brought against Weaviate by a third party arising out of the Excluded Claims, and Customer will indemnify Weaviate for any damages finally awarded against Weaviate (or any settlement approved by Customer) in connection with any such Claim; provided that (a) Weaviate will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Weaviate’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Weaviate of all liability) and (c) Weaviate reasonably cooperates with Customer in connection therewith.

8. Limitation of Liability​

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, A BREACH OF SECTION 5 OR A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, ANY AGGREGATE DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Termination​

1. Term.  The term of this Agreement will commence on the Effective Date and continue until terminated as set forth below.  The initial term of each Order Form will begin on the Order Form Effective Date of such Order Form and will continue for the subscription term set forth therein.  Except as set forth in such Order Form, the term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
2. Termination.  Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect.  Each party may also terminate this Agreement or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.
3. Survival.  Upon expiration or termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, technology restrictions, disclaimers, indemnification, limitations of liability and termination and the general provisions below. Upon expiration or termination of an Order Form, Customer will destroy any copies of Client Software provided under such Order Form. Upon expiration or termination of this Agreement, each party will return or destroy, at the other party’s option, any Confidential Information of such party in the other party’s possession or control.

10. General​

1. Insurance.  Weaviate shall, during the term of this Agreement, maintain in force the following insurance coverage at its own cost and expense: (a) Statutory Worker’s Compensation and Employer’s Liability as required by state law with a minimum limit of $1,000,000 each accident / $1,000,000 each disease / $1,000,000 policy limit per occurrence, Disability and Unemployment Insurance, and all other insurance as required by law, including Employer’s Liability Insurance with limits of no less than $1,000,000 per occurrence, or any amount required by applicable law, whichever is greater; (b) Commercial General Liability, on an occurrence basis, including premises-operations, product completed-operations, broad form property damage, contractual liability, independent contractors and personal liability, with a minimum combined single limit of $1,000,000 per occurrence; and (c) Professional Errors and Omissions [and Cyber Liability] coverage covering the Weaviate Product, with coverage limits of not less than $2,000,000 per claim or per occurrence/$2,000,000 aggregate, placed either on an “occurrence” basis or on a “claims made” basis.
2. Assignment; Delegation.  Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement.  Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void.  Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.
3. Amendment; Waiver.  No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties.  Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision.  Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
4. Relationship.  Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.
5. Unenforceability.  If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.
6. Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, excluding the rules governing conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods. Any dispute arising out of or in connection with this Agreement shall be referred to and finally and exclusively resolved by the competent court in Amsterdam, the Netherlands.
7. Notices.  Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery.  Notices to the parties must be sent to the respective address set forth in the signature blocks below, or such other address designated pursuant to this Section.
8. Entire Agreement.  This Agreement comprises the entire agreement between Customer and Weaviate with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written).  No oral or written information or advice given by Weaviate, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.
9. Force Majeure.  Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.
10. Government Terms.  Weaviate provides the Weaviate Product, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement.  If Customer is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Weaviate Product, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement.  All other use is prohibited and no rights than those provided in this Agreement are conferred. The Weaviate Product was developed fully at private expense.
11. Interpretation.  For purposes hereof, “including” means “including without limitation”.

Exhibit A​

Exhibit B​

Weaviate Support Program Terms

Weaviate shall provide the following Support to Customer for the licensed products:

Support Access

Weaviate provides a ticketing system to support Weaviate’s customers. The support system is operated by the Weaviate technical team that brings product expertise. Support Tickets can be opened 24x7.

Support Tickets

Incidents and questions should be reported through the user interface as documented in the relevant section of our website. Where applicable, tickets should include the following resources:

• Description of the issue and steps to reproduce
• Error message
• Screenshot of the console
• Copy or screenshot of log files

Customer will work with Weaviate support personnel during the investigation of Support Tickets, as reasonably needed and in a timely manner. Weaviate does not require and Customer shall not provide access to any personally identifiable information for purposes of the Agreement.

Slack Community

Our Slack community is always available for everyone to discuss and share insights, although it is not an official channel for support.

Documentation Library

Weaviate’s online documentation includes technical and user documentation and API reference documents. The documentation covers a range of topics, API details, troubleshooting techniques, relevant conceptual articles, tutorials, external integration examples, and more.

Support Plans and Response Time SLAs

* All (24/7) cases must be followed up via phone. ** Business hours are defined based on the current timezone of the contracting entity of Weaviate. A business day starts at 9am and ends at 5pm. Public holidays are excluded.

Support Channels

• Enterprise Support: Email during business hours
• Business Critical Support: Email; 24/7 Phone hotline for escalations

Severity Levels and Target Response Times

Weaviate shall categorize Support Tickets based on Customer’s characterization of the Severity Level. Customer will characterize the Severity Level based on the business impact of the incident or question to Customer using the Severity Levels described in the table above. If Weaviate disagrees with Customer’s characterization of the Severity Level, Weaviate will notify Customer and the parties will act in good faith to establish a Severity Level.

Weaviate shall provide an update on the investigation, resolution, or escalation of the Support Ticket within the response times set out in the table based on the Severity of the Support Ticket.

Scope of Service Inquiries

Support Requests: These are incidents or problems encountered in the operation of the current Weaviate Product, necessitating immediate attention to maintain or restore the expected service levels. Support Requests will be acknowledged and addressed promptly following the procedures outlined in Exhibit C: "Weaviate Service Level Agreement".

Service Requests: This term refers to inquiries from the Customer seeking additional services, new clusters, or modifications that extend beyond the existing scope of the Weaviate Product. Service Requests are categorized as non-urgent and project-based, requiring a separate assessment and planning process. The response and implementation timeline for these requests will be mutually determined, subject to resource availability, project complexity, and the terms set forth in the applicable Order Form.

Exhibit C​

Weaviate Service Level Agreement

Introduction

This Service Level Agreement (“SLA”) delineates the service levels for Weaviate's vector database services, including the Standard, and Enterprise tiers, valid during the term of the Agreement. The infrastructure of the services is designed for Normal Use, and the Availability is applicable solely for Normal Use of the services. Any usage beyond Normal Use may lead to a degradation of service quality and availability. Issues accessing the service due to application errors (like misuse, misconfiguration, etc.) are excluded from Availability calculations and are not considered downtime, as these are the responsibility of the Customer.

Normal Use

Normal Use refers to the utilization of the service within the parameters outlined in our official documentation. The specifics of these parameters, including any limitations or restrictions, are detailed in the documentation available to all customers. In instances where a customer wishes to operate outside of these parameters, arrangements can be discussed and agreed upon in writing between the parties. For further details, please refer to our documentation.

Definitions and Calculations

Availability

Availability signifies that the services are functional and accessible to the Customer. The details for each parameter are as follows:

Exclusions from the calculation of Availability include planned maintenance windows, maintenance requested by the Customer, and all downtime resulting from interruptions by third parties or other factors beyond Weaviate's control.

Non-Availability

Non-Availability refers to periods where the service level indicators are not consistently achieved, as defined below. The formal commencement of non-availability begins from the time the monitoring systems indicate such status or when the Customer notifies Weaviate at support@weaviate.io. This period concludes when Weaviate confirms the restoration of availability either through an email to the customer or an update on the relevant status page..

Service Level Indicators (SLIs)

The performance of the services is measured in regular intervals, with the service receiving a status of Non-Availability if the SLI tests fail to achieve the expected result in three consecutive tests.

Weaviate will use all information reasonably available to it in order to calculate the Affected Customer Ratio during unavailability. This includes, but is not limited to, Weaviate's analysis of service data immediately prior to the unavailability Period, in order to estimate the ratio of Customer’s visitors who were affected during an unavailability Period.

SLI Tests

Reaction Time

Upon becoming aware of a Non-Availability status, Weaviate will immediately address the issue and strive to initiate remediation efforts.

Planned Maintenance Windows

Planned maintenance windows are periods during which the availability of the services may be impacted due to scheduled maintenance activities. These windows are notified at least one week in advance to the Customer via email. Maintenance necessary to maintain operational safety due to unpredictable external circumstances may be carried out outside of these windows, with immediate notification to the Customer.

Backup Policy

Weaviate employs different backup policies for each tier:

• Standard Tier: Daily full backup, stored in the same region for 7 days
• Enterprise Tier: Daily full backup, stored in the another region for 30 days

Monitoring

Weaviate offers different monitoring solutions for each tier:

• Standard Tier: Public Status Page
• Enterprise Tier: Dedicated Status Page

Service Credits

In the event that the availability of the services as described herein is not met, Customer shall have the right to claim service credits according to the table below:

Service credits are calculated as a percentage of the monthly fees paid by Customer and will be applied against future payments of fees due from Customer. To receive service credits, Customer must notify Weaviate by e-mail (support@weaviate.io) within 30 days from the time the availability of the services was not met.