SLA (Service Level Agreement)

1. Composition of Agreement

THESE TERMS AND CONDITIONS (Part A) and SERVICE LEVEL POLICY (Part B) are applicable to co-located hosting and single dedicated services ("Terms and Conditions") and form a part of the Master Services Agreement entered into by the Parties dated the Effective Date (the “MSA”). The MSA is an integral part hereof and is incorporated by reference. The MSA, these Terms and Conditions, any Schedule referenced within these Terms and Conditions are together referred to as the "Agreement".

2. Definitions.

"Client Hardware Inventory Form" means the form listing all of the Client Hardware in the form provided by Dacentec as related to a Colocation Service.

“Client Registration Form” means the Client registration form provided by Dacentec.

“Remote Hands” means basic technician dispatch within a Facility as requested by the Client on an as required or pre-determined timeline. Remote Hands are not a component of the Services and as such, are understood to be basic in a technical nature and chargeable.

“Verification” means the point in time when Dacentec has confirmed the failure of any part of the Service or connectivity preventing the use and/or access to the Service by the Client or its users.

3. Services Provided by Dacentec.

3.1 Supply of Services. Dacentec shall provide the Services throughout the Initial Term and any Renewal Terms. All Services shall be in accordance with the Service Levels beginning on the Billing Commencement Date.

1. For Colocation Service - the non exclusive right to locate Client Hardware in the Facility and to access Client Hardware from remote location(s). Client agrees that it does not obtain any real property interest in the Facility and agrees not to register against the title to the Facility any mortgage, charge, notice or other encumbrance. Client agrees that Dacentec may change the location of Client Hardware within the Facility from time to time. Any interruption resulting from relocations shall not be taken into account in determining Service Levels.

Dacentec grants no other rights than those explicitly granted herein, and Client shall not exceed the scope of its license.

3.3 Replacement. Dacentec may at its discretion at any time during the Initial Term or Renewal Term replace, in whole or in part, any of the Dacentec Hardware provided that such replacements are equal to or better in all material respects, including, but not limited to, equipment quality, operating system compatibility, network compatibility, data storage capacity and processing capacity, than the Dacentec Hardware

3.4 Backup. Dacentec is not responsible for the backup of Client data, unless specifically identified as a Service on an Order Form.

4. Client Obligations.

4.1 Services Contingent. Dacentec’s obligations to initiate delivery of and continue to provide the Services shall be contingent upon Client fulfilling the following obligations at its sole cost and liability:

1. timely payment of all Fees;
2. completing and maintaining throughout the Term the Client Registration Form, Client Hardware Inventory Form, , and IP Address Justification Form;
3. complying throughout the Term with the AUP;
4. providing Dacentec with reasonable prior notice of any changes to Client Hardware or Client Software (if any) or Client’s use thereof;
5. providing Dacentec throughout the Term with a valid and subsisting right to transmit the Client Software over those Dacentec controlled IP Addresses assigned to Client
6. in the case where Dacentec is managing the Client Software, the Client must purchase applicable licensing via Dacentec or, the Client is responsible for purchasing licenses directly from the manufacturer which can be transferred to Dacentec for auditing purposes using vendor specific transfer procedures.
7. maintaining of the Client Software updated with the latest release of security related patches available from its software vendors and shall within 7 days of the information being published or becoming available, adhere to security advisories as from time to time provided/published by (i) Dacentec, (ii) security related web sites, including, but not limited to then current security industry standard security advisory sources, and (iii) the vendors of the Client Software (Dacentec reserves the right to perform random security checks on Client’s applications to verify that Client has complied with these requirements); and
8. assigning to Dacentec, on Dacentec’s request, any maintenance agreements for Client Hardware and Client Software with, if necessary, the vendor’s approval, or obtain the vendor’s consent permitting Dacentec to act as Client’s agent under the maintenance agreement.

4.2 Client Hardware Approval. Dacentec may, in its sole discretion, refuse to admit any Client Hardware into the Facility. Client acknowledges that Client Hardware will not be accepted by Dacentec for housing within the Facility unless Client ensures that the Client Hardware is in full compliance throughout the Term and any renewal thereof with government electrical safety codes. Dacentec, in its sole discretion, may take measures to remove any non-compliant Client Hardware from the Facility. Client shall ensure that all Client Hardware displays one of the following approved labels:

4.3 Installation of Client Hardware. Unless otherwise provided as part of the contracted service, Client shall be solely responsible to arrange for the supply, installation and maintenance of Client Hardware at the Facility and ensure that Client Hardware is installed and maintained throughout the Term according to the manufacturer's specifications and the specifications, if any, provided by Dacentec.

1. Overview.

The purpose of this Service Level Policy is to set forth the service levels at which Dacentec is to provide certain Services to Client. Client agrees that the remedies set out herein are the sole and exclusive remedy for Dacentec’s failure to meet an SLG. This Service Levels Policy applies only while Client accounts are in good standing.

2. Measurement.

2.1 SLGs are established with reference to one or more of the following metrics:

1. Facility Power and Environmental Control Systems SLG

2.2 SLG’s are calculated based on an average of 730 hours in a month. For example, 99.99% availability indicates 729.93 hours of availability per month (or 4:32 unavailability per month).

3. Dacentec’s Reporting Standards.

3.1 Dacentec shall issue a Notification to Client within 30 minutes of Verification of any Priority 1 (as defined in the Incident Management Priority Guidelines) incident Notification shall specify the date and time of the downtime and the duration of the downtime. SLG metrics shall be measured commencing as of the time of Verification.

3.2 Dacentec shall issue an Incident Report to Client within 72 hours of Verification for any Priority 1 incidents that result in downtime

4. SLGs.

4.1 Facility Power & Environmental Control Systems SLG. Dacentec’s monthly SLG for Facility Power and Environmental Control Systems availability for Colocation and Hosting Services is 99.99%. This SLG applies to the HVAC systems and the delivery of power up to the electrical distribution panel provided, however, that Client remains solely responsible for proper utilization of A and B power circuits, such proper utilization mandating that neither power circuit exceed 40% of its rated capacity. Any Service interruption that results from a power or environmental control failure within the Facility and lasts 4:32 minutes (four minutes and thirty-two seconds) in any calendar month is a ‘Facility Event’ constituting a failure to achieve this Facility Power and Environmental Control Systems SLG.

4.2 System Services SLG. For Dacentec Managed Services, Dacentec guarantees that (i) with respect to individual servers, Dacentec managed applications will be available to respond to IP requests 99.9% of the time during each calendar month, and (ii) with respect to load balanced and/or clustered servers, Dacentec managed applications will be available to respond to IP requests 99.99% of the time during each calendar month. Any Service interruption that results from a Dacentec managed applications failure to respond to IP requests as stated herein in any calendar month is a ‘System Event’ constituting a failure to achieve this System Services SLG.

4.3 Internet Bandwidth SLG. This Service Level is based on 99.99% availability. A service outage or service degradation is an Event constituting a failure to achieve the Bandwidth Service Level. Customer shall be entitled to a reduction of 10% of the monthly recurring fee payable for Services for each such Event that occurs in a given month.

4.4 Credit Requests. Within 10 business days of the event in which Dacentec issues a Notification to Client concerning an SLG violation pursuant to Article 4, Client shall be entitled to request a reduction of 10% of the monthly recurring fee payable for the impacted Service as indicated in the Order Form for each SLG violation that occurred in a given month, up to a maximum 30% within a given month. Upon receipt of Client’s request for such credit, Dacentec shall apply such credit against any amounts payable by Client under the Agreement in respect of Services delivered by Dacentec in respect of the following calendar month.

5. Multiple SLG Violations.

Client’s remedies for Dacentec’s failure to achieve SLG’s as stated in Article 4 are not cumulative. Should Dacentec violate multiple SLG's due to a single failure, Client will only be due one remedy, such choice of remedy to be at Client’s discretion.

6. SLG Exclusions.

The following periods of time represent exclusions from the SLG’s:

1. Periods of scheduled and emergency maintenance as defined in Section 7 below and any other times that may be specifically agreed to with Client.
2. Periods of downtime due to Client-provided content or programming errors. Example: a CGI script or program written by Client, or contracted party, that causes the server to be rebooted to restore the Service.
3. Periods of downtime due to Client-initiated commands, file transfers, or systems administration. Examples: Client initiated FTP that hangs the server and results in a reboot of the system. Client intentionally taking down the system for their purposes.
4. Periods of downtime due to Client directed and requested work.
5. Individual server or network component outages that do not impact the overall availability of the Service due to redundancy in the design.

Evaluation or approval of new software or hardware for use within Dacentec data center. This includes systems developed outside of Dacentec such as third-party systems or systems developed by Client.

The above listing of exclusions is for illustrative purposes only and is not, therefore, an exhaustive or complete list. Dacentec will investigate any report it may receive from Client with respect to any SLG violation and will use reasonable commercial efforts to remedy any such SLG violation for which it is responsible under this Service Levels Policy or under the Agreement. If Dacentec acting reasonably determines that the SLG violation has been caused by factors outside the scope of its obligations under this Service Levels Policy, Dacentec shall be relieved of its obligations with respect to issuing credits hereunder and shall notify Client of its determination.

7. Standard Maintenance Windows.

Standard Maintenance Windows will occur any day from midnight - 6:00 am local data center time. Dacentec will provide a minimum 72 hours of notice prior to such maintenance or in the event circumstances require a Standard Maintenance Window to occur outside of these hours. In addition, Dacentec reserves the right to schedule Emergency Maintenance when deemed necessary in its sole discretion. In the event the Client prevents Dacentec from performing a Maintenance Window, the Client shall assume responsibility for any issues that may result from such action.