Service Level Agreement

Last Updated: September 9, 2021

This Service Level Agreement applies separately to each account using VMAccel. In the event of a conflict between the terms of this SLA and the terms of the Master Services Agreement or other agreement with us governing your use of our Services (the “Agreement”), the terms and conditions of this SLA apply, but only to the extent of such conflict. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.

Service Commitment

VM will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage, during any billing cycle, of at least 99% (the “Service Commitment”). In the event the Services do not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.

Service Credits

Service Credits are calculated as a percentage of the total charges paid by you for Services for the monthly billing cycle in which the Monthly Uptime Percentage fell within the ranges set forth in the table below:

Monthly Uptime Percentage

Service Credit Percentage

Less than 99.0% but equal to or greater than 95.0%

10%

Less than 95.0% but equal to or greater than 90.0%

25%

Less than 90.0%

100%

We will apply any Service Credits only against future Services payments otherwise due from you. Service Credits will not entitle you to any refund or other payment from VM. Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Agreement, your sole and exclusive remedy for any unavailability or non-performance or other failure by us to provide Services is the receipt of Service Credits (if eligible) in accordance with the terms of this SLA.

Credit Request and Payment Procedures

To receive a Service Credit, you will need to email us at [email protected].

To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:

i. the words “SLA Credit Request” in the subject line;

ii. the billing cycle with respect to which you are claiming Service Credits, together with the Monthly Uptime Percentage for the billing cycle and the specific dates, times, and Availabilities for each 5-minute interval with less than 100% Availability in that VM region throughout the billing cycle;

iii. your Request logs that document the errors for your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

If the Monthly Uptime Percentage of such credit request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credits to you within one billing cycle following the month in which the credit request occurred. Your failure to provide the credit request and other information as required above will disqualify you from receiving Service Credits.

SLA Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of Services, or any other Services performance issues: (i) caused by factors outside of our reasonable control, including any force majeure event or Internet access; (ii) that result from any voluntary actions or inactions from you or any third party; (iii) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); or (v) arising from our suspension or termination of your right to use Services in accordance with the Agreement (collectively, the “Services SLA Exclusions”). If availability is impacted by factors other than those explicitly used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.

Support Service Availability

VM provides remote support services for all Accounts as follows:

• Telephone support: 9:00 A.M. to 5:00 P.M. MST Monday – Friday

  • Calls received out of office hours will be forwarded to a mobile phone and best efforts will be made to answer / action the call.

• Email support: Monitored 9:00 A.M. to 5:00 P.M. MST Monday – Friday

  • Emails received outside of office hours will be collected, however no action can be guaranteed until the next working day

Support Service Requests

In support of services outlined in this Agreement, VM will respond to service-related incidents and/or requests the following time frames:

• 0-8 hours (during business hours) for issues classified as High priority.

• Within 24 hours for issues classified as Medium priority.

• Within 76 hours for issues classified as Low priority.

Remote assistance will be provided consistent with the above timescales dependent on the priority of the support request.

Definitions

• “Availability” is calculated for each 5-minute interval as the percentage of Requests processed by Services that do not fail with Errors and relate solely to provisioned Services resources. If you did not make any Requests in a given 5-minute interval, that interval is assumed to be 100% available.

• An “Error” is any Request that returns a 500 or 503 error code.

• “Monthly Uptime Percentage” for a given VM region is calculated as the average of the Availability for all 5-minute intervals in a monthly billing cycle. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Services SLA Exclusion.

• “Request” is a request for a Service Credit, submitted as provided hereunder.

• A “Service Credit” is a dollar credit, calculated as set forth above, that we may credit back to an eligible account.