Google Marketing Platform - GA 360 Service Level Agreements

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For purposes of clarification, unless otherwise noted herein, all capitalized terms used in these GA 360 Service Level Agreements (the "GA 360 SLAs") will have the meaning given to them in the APA, Google Platform Services Terms and Conditions, and/or applicable GA 360 Suite Order Form and/or GA 360 Order Form (as modified from time to time) in place between Company and Google and will be applicable to the extent Company is purchasing the specific GA 360 service (as defined in the GA 360 Suite Order Form and/or the GA 360 Order Form). The GA 360 SLAs may be modified at any time with 7 days prior written notice; provided that the GA 360 SLAs provided to existing Customers will not change until the applicable current contract term expires.

Definitions

"Downtime"- means the applicable definition of downtime set forth below for each SLA described below, in each case, excluding (i) time resulting from technical malfunctions in the Mobile SDKs, in Company's website's systems, or any other circumstances beyond Google's reasonable control (including, without limitation, Internet delays, network congestion and ISP malfunctions) and (ii) other than with respect to the Analytics 360 Collection SLA, time required for routine system maintenance (with notice to Company, such as through in-product notifications) or customer initiated account upgrades.

"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.

Analytics 360

Google will use commercially reasonable efforts to ensure that the Analytics 360 Service meets the service levels indicated below (collectively, the "Analytics 360 SLAs"). If Google fails to meet the Analytics 360 SLAs in any calendar month, and if Company meets its obligations under the Analytics 360 SLAs, Company will be eligible to receive credit in an amount equal to Analytics 360 monthly fees paid by Company for the calendar months during which Google failed to meet the applicable Analytics 360 SLAs ("Analytics Credit"). In order to receive such Analytics Credit, Company must notify Google technical support within 30 days from the time Company becomes eligible to receive such Analytics Credit. Failure to comply with this requirement will forfeit Company's right to such Analytics Credit. Analytics Credit will be issued as a credit memo for the affected invoice (which Company may apply to its following monthly invoice). For purposes of the Data Processing SLA, Google may, in lieu of providing the Analytics Credit pursuant to the terms of these SLAs, elect to re-process or restore applicable Customer Data, in which case Company will no longer be eligible for such Credit. The maximum Credit that Company may be eligible for in the aggregate in any given calendar month is 100% of monthly fees. If Google fails to meet any of the SLAs in any 3 consecutive months or in any 4 months in any 12-consecutive month period, Company will have a one-time right to terminate its GA 360 Order Form or GA 360 Suite Order Form (as applicable) upon prior written notice to Google, subject to such notice being received by Google within 30 days of the end of the month in which Company becomes eligible for such right of termination. The remedies set forth in these Analytics 360 SLAs are Company's sole and exclusive remedies for any failure by Google to meet the Analytics 360 SLAs.

Analytics 360 SLAs Downtime
Collection SLA
Analytics 360 Service collects Customer Data from Properties at an Uptime Percentage of at least 99.9%.
Periods during which time the collection component of the Analytics 360 Service is generally unavailable to Google's customers.
Reporting SLA
The reporting interface for the Analytics 360 Service is available for Company's use at an Uptime Percentage of least 99%.
Periods during which time the Customer is unable to log-in to the Analytics 360 Service interface.
Data Processing SLA
Except as set forth in the Data Processing SLA Exceptions article available at https://support.google.com/analytics/answer/6223844?hl=en&ref_topic=2430414 (as modified from time to time at Google's sole discretion), the Analytics 360 Service processes collected Customer Data
(1) within 4 hours of receipt at an Uptime Percentage of at least 98% for Properties that receive fewer than or equal to 2 billion Hits per calendar month and
(2) within 24 hours of midnight (Pacific Time) at an Uptime Percentage of 98% of the time for Properties that receive more than 2 billion Hits per calendar month.
Periods of processing delay during which time the Analytics 360 Service takes longer than the applicable timeframe set forth in the Data Processing SLA to process collected Customer Data.

The Analytics 360 SLAs apply solely to Customer Data collected directly through the then-current version(s) of OSCI (which, for the avoidance of doubt, excludes all deprecated features) and do not apply to any Customer Data collected, processed or reported through the use of Integration Features. For purposes of the Analytics 360 SLAs, Integration Feature means any Analytics 360 Service feature that collects metrics by means other than through an OSCI, has an interface for displaying information collected via an OSCI that is separate from the Analytics 360 Service's or exports metrics to other Google or third party products or services. Integration Features include (but are not limited to) any Analytics 360 Service features that collect metrics from or export metrics to other Google or third party products including AdWords, AdSense, and BigQuery. The Reporting SLA does not apply to reporting on non-web based Google Analytics reporting UIs. The Collection SLA and Data Processing SLA only apply to the extent Company sends data in accordance with the guidelines available at https://developers.google.com/analytics/ (as modified from time to time at Google's sole discretion).

Attribution 360

Google will use commercially reasonable efforts to ensure that the Attribution Property will be capable of being accessed for the provision of the Attribution 360 services 99% of the scheduled uptime, as measured on a calendar monthly basis (collectively, the “Attribution 360 SLAs”). Company will be entitled to credit, calculated on a monthly, pro-rated basis (“Attribution Credit”) for any breach of the Attribution 360 SLAs. To receive the Attribution Credit, Company will notify Google as soon as possible of any service outage and notify Google within ten (10) business days from the time Company becomes eligible to receive an Attribution Credit of its desire to receive such an Attribution Credit. Failure to comply with these requirements will forfeit Company's right to receive the Attribution Credit. The Attribution Credit will be applied to the next invoice following Company's request and Google's confirmation that credits are applicable. The following events (“Contingencies”) will not count against Google when computing the Attribution 360 SLAs and will be deemed uptime: (a) any latency or downtime due to a Company's, user's or other third party's acts or omissions (including, but not limited to, Company hardware, software or telecommunications equipment); (b) acts of unauthorized third parties; (c) internet latency, failures or outages; (d) third party acts or omissions over which Google has no control; (e) scheduled maintenance or any other pre-arranged maintenance; provided that Google uses reasonable efforts to provide Company 24 hours advance notice of the performance of such; (f) hostile network attacks, network congestion or unavailability or inaccessibility to the pay-per-click search engine web sites or interfaces; (g) any failure by Company to satisfy the requirements for accessing the Attribution Property, or (h) any cause beyond Google's reasonable control. The provision of the Attribution Credit is Company's sole and exclusive remedy for any failure by Google to provide the Attribution 360 services or to meet the Attribution 360 SLAs.

Optimize 360

Google will use commercially reasonable efforts to ensure that the Optimize 360 Service meets the service levels indicated below (collectively, the "Optimize 360 SLAs"). For clarity, the Optimize 360 SLAs do not apply during Downtime. If Google fails to meet the Optimize 360 SLAs in any calendar month, and if Company meets its obligations under the Optimize 360 SLAs, Company will be eligible to receive credit in an amount equal to Optimize 360 monthly fees paid by Company for the calendar months during which Google failed to meet the applicable Optimize 360 SLAs ("Optimize Credit"). In order to receive such Optimize Credit, Company must notify Google technical support within 30 days from the time Company becomes eligible to receive such Optimize Credit. Failure to comply with this requirement will forfeit Company's right to such Optimize Credit. Optimize Credit will be issued as a credit memo for the affected invoice (which Company may apply to its following monthly invoice). The maximum Optimize Credit that Company may be eligible for in the aggregate in any given calendar month is 100% of monthly fees. If Google fails to meet any of the Optimize 360 SLAs in any 3 consecutive months or in any 4 months in any 12-consecutive month period, Company will have a one-time right to terminate its GA 360 Order Form or the GA 360 Suite Order Form (as applicable) upon prior written notice to Google, subject to such notice being received by Google within 30 days of the end of the month in which Company becomes eligible for such right of termination. The remedies set forth in these Optimize 360 SLAs are Company's sole and exclusive remedies for any failure by Google to meet the Optimize 360 SLAs. For clarity, the Optimize 360 SLAs and beta features are Confidential Information under the APA or Google Platform Services Terms and Conditions (as applicable).

Optimize 360 SLAs Downtime
Optimize Container Delivery SLA
Company's Optimize Containers, as most recently published by Company, will be served to Properties configured to send Hits to an OEP and enabled under the Optimize 360 Service at the lesser of the following:
(i) 99.99% of Optimize Container requests, as most recently published by Company or
(ii) the total number of Optimize Container requests in any calendar month minus 500 Optimize Container requests.
Periods of Optimize 360 Service unavailability.

The Optimize Container Delivery SLA only applies (1) if Company uses the Optimize 360 Service in accordance with the applicable APA, Google Platform Services Terms and Conditions, and/or GA 360 Order Form or GA 360 Suite Order Form (as applicable), (2) when the Optimize Container is requested of an Optimize 360 server and (3) the total number of requests for all Optimize Containers across all Properties is no more than 20 billion per month, calculated on a calendar monthly basis.

Tag Manager 360

Google will use commercially reasonable efforts to ensure that the Tag Manager 360 Service meets the service levels indicated below (collectively, the "Tag Manager 360 SLAs"). For clarity, the Tag Manager 360 SLAs do not apply during Downtime. If Google fails to meet the SLAs in any calendar month, and if Company meets its obligations under the Tag Manager 360 SLAs, Company will be eligible to receive credit in an amount equal to Tag Manager 360 monthly fees paid by Company for the calendar months during which Google failed to meet the applicable Tag Manager 360 SLAs ("Tag Manager Credit"). If Company is receiving the Tag Manager 360 Service for free, the "Tag Manager Credit" will be an amount equal to Google's standard retail Monthly Service Fee for up to 50,000,000 Tag Container requests per month as of the Tag Manager 360 Effective Date (e.g., $4,000 USD per month); provided however, such "Tag Manager Credit" amount will not exceed the total amount paid by Company for all GA 360 products for the applicable calendar month(s) in which Google failed to meet the Tag Manager 360 SLAs. In order to receive such Tag Manager Credit, Company must notify Google technical support within 30 days from the time Company becomes eligible to receive such Tag Manager Credit. Failure to comply with this requirement will forfeit Company's right to such Tag Manager Credit. Tag Manager Credit will be issued as a credit memo for the affected invoice (which Company may apply to its following monthly invoice). The maximum Tag Manager Credit that Company may be eligible for in the aggregate in any given calendar month is 100% of monthly fees. If Google fails to meet any of the Tag Manager 360 SLAs in any 3 consecutive months or in any 4 months in any 12-consecutive month period, Company will have a one-time right to terminate its GA 360 Order Form and/or GA 360 Suite Order Form (as applicable) upon prior written notice to Google, subject to such notice being received by Google within 30 days of the end of the month in which Company becomes eligible for such right of termination. The remedies set forth in these Tag Manager 360 SLAs are Company's sole and exclusive remedies for any failure by Google to meet the Tag Manager 360 SLAs.

Tag Manager 360 SLAs Downtime
Tag Management Tag Container Delivery SLA
Company's Tag Container requests, as most recently published by Company, will be served to Properties enabled under the Tag Manager 360 Service at the lesser of the following:
(i) 99.99% of Tag Container requests, as most recently published by Company or
(ii) the total number of Tag Container requests in any calendar month minus 500 Tag Container requests.
Periods of Tag Manager 360 Service unavailability.
Tag Management Configuration SLA
The Tag Container configuration interface provided as part of the Tag Manager 360 Service is available for Company's use in connection with the Tag Manager 360 Service at an Uptime Percentage of 99%.
Periods of Tag Manager 360 Service unavailability during which time the Company is unable to log-in to the Tag Manager 360 front-end

The Tag Management Container Delivery SLA and Tag Management Configuration SLA only apply if Company uses the Tag Manager Service 360 in accordance with the applicable APA, Platform Services Terms and Conditions, and GA 360 Order Form and/or GA 360 Suite Order Form (as applicable). The Tag Management Container Delivery SLA applies only when (1) the Tag Container is requested of a Tag Manager 360 server and (2) the total number of requests for all Tag Containers across all Properties is no more than 20 billion per month, calculated on a calendar monthly basis.

On-going Support SLA

Google will use commercially reasonable efforts to meet the target response and resolution timeframes set forth in the Support Service-Level Agreement (SLA) article available at https://support.google.com/analytics/answer/6215195 (or such other URL as Google may provide from time to time) as modified from time to time at Google's sole discretion). The priority level of support cases logged by Company will initially be designated by Company, in its reasonable discretion based on the descriptions in the table at the link above. Google Customer Support may lower the priority level designation of any case (a "Priority Adjustment") if Google, in its reasonable discretion, believes that Company's initial priority designation does not comport with the descriptions in the table. Google Customer Support will notify Company as soon as is reasonably practicable of any Priority Adjustment. Google Customer Support may also perform a Priority Adjustment while permanent solutions are being developed, as soon as a workaround solution is implemented. With respect to Mobile SDKs, on-going support provided by Google will be limited to: (i) the then-current Mobile SDK and (ii) for a period of 6 months after the release date of the then-current Mobile SDK, the version of the Mobile SDK that immediately preceded the then-current Mobile SDK.