Service Level Agreement

EXHIBIT A: Service Level Agreement

This SLA constitutes MacStadium’s commitments regarding availability of the Services. This SLA is subject to change at MacStadium’s reasonable discretion. We will not apply the terms of a modified SLA during your Initial Service Term; however, upon renewal, the version of MacStadium’s SLA that is current at the time of renewal will apply throughout your Renewal Service Term(s).

SLA General Terms:

1. DEFINITIONS

1.1 “Non-Compliance” shall mean any act or inaction by the Customer that is not in compliance with the material terms of this SLA.

1.2 “Outage” shall mean you are reasonably unable to conduct activities while using the Services. Outage does not mean Scheduled Maintenance or emergency maintenance.

1.3 “Service Credit” shall mean the monetary amount credited to you on the following months’ invoice for the affected Services following claim approval by MacStadium.

1.4 “Service Level” shall mean the monthly uptime percentage as described herein for the Services outside of emergency maintenance and Scheduled Maintenance.

1.5 “Severity” shall mean an assessment of the degree of impact to the Customer.

1.6 “Unavailable” or “Unavailability” shall mean whenever the availability of the Services does not meet the Service Level of at least 99.9% uptime in a calendar month as set forth in section 8.1 due to a failure of MacStadium’s infrastructure or systems that is wholly within MacStadium’s control.

2. MAINTENANCE

Scheduled Maintenance and emergency maintenance will not cause a loss of availability of the Services unless it is beyond the reasonable control of MacStadium. In any event, MacStadium shall use reasonable efforts to ensure any loss of availability arising from Scheduled Maintenance is limited to the shortest period of time practical and will not occur during the business hours where your data center is located. MacStadium may also perform emergency maintenance, including the installation of critical patches, as needed, but shall use reasonable efforts to notify you within four (4) hours of initiating such emergency maintenance. You can review all maintenance updates by visiting https://status.macstadium.com/. As a part of maintenance, MacStadium may install patches that address security vulnerabilities, but MacStadium will not be liable for any inability, delay, failure or omission in identifying the need for a security upgrade or patch, or for the implementation of any security upgrade or patch. MacStadium will coordinate with you for the application of any noncritical patches as they are released.

3. NOTIFICATION AND RESPONSE TIME

In the event of an incident that leads to the Unavailability or any Non-Compliance, Customer shall notify MacStadium within seven (7) days of the date that the Unavailability or Non-Compliance occurred via submitting a ticket in the MacStadium management portal. Once you have submitted a ticket you may elect to call the support line as well: 1-877-250-3497, option 2. MacStadium will respond to all Unavailability and NonCompliance incidents in the shortest time feasible, but no longer than as stated in the chart below:

MacStadium cannot provide any specified resolution time(s) for any incident(s) before the incident occurs because we cannot accurately state the exact time frame each varying issue may require.

4. REQUEST FOR SERVICE CREDIT

After the incident has been remedied you MUST request a Service Credit from MacStadium in writing by submitting a ticket in the MacStadium management portal within seven (7) days. If you do not request a Service Credit in this manner, you WILL NOT be entitled to a Service Credit. MacStadium will evaluate all information reasonably available to us and use commercially reasonable efforts to process your claim to make a good faith determination of whether a Service Credit is owed.

5. EXCLUSIONS

Causes for Unavailability and Non-Compliance do not include: a) Scheduled or emergency Maintenance or a suspension of Services, b) a User’s data or content related other than to scalability or volume, c) the incompatibility of any operating system, application or vendor supplied security patches with a User’s data or content, d) your or your agents or representatives acts or omissions, including all of your or a third party’s testing of the servers, e) the failure of servers or services outside of a data center on which the Services are dependent, including, but not limited to, inaccessibility on the internet that is not caused by MacStadium’s network or network providers, f) MacStadium’s blocking of content that MacStadium deems in its sole discretion to be in violation of the AUP, g) any equipment or hardware downtime not hosted in MacStadium data centers, h) any force majeure event, as detailed in section 14.6 of the Agreement and any other circumstances, events, actions, or inactions not within MacStadium’s reasonable control, i) a denial of service attack or unauthorized access (i.e., hacking), k) your failure to meet the terms and conditions of this SLA, j) co-located devices, k) downtime not reported by you within seven (7) days of the day the downtime first began, l) time required to format or reformat disks or a RAID array, m) time required to load, reload, configure or reconfigure an operating system or applications, n) time required for Customer to restore from backup, and o) any customer initiated changes to their firewall.

6. LIMITATIONS

You shall not receive a Service Credit under the terms of this SLA if: a) you disable or block (either intentionally or unintentionally) MacStadium’s administrative access in any way that prevents MacStadium from performing its obligations, b) you make any modifications that prohibit a device from rebooting properly, c) you modify or delete the contents of MacStadium’s administrative directories, d) you disable or modify any software installed by MacStadium for the purposes of monitoring or server maintenance, e) you violate any material terms of this Agreement, f) you fail to request a Service Credit in the manner provided in this Agreement, and g) you have an undisputed balance in accounts receivable over sixty (60) days past due.

7. GENERAL

Notwithstanding anything to the contrary in this Agreement or any Service Order, the following provisions apply to all Services:

7.1 SOLE REMEDY. APPROVED SERVICE CREDITS ARE YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PERFORMANCE OR UNAVAILABILITY ISSUES FOR ANY SERVICES UNDER THIS AGREEMENT. YOU MAY NOT UNILATERALLY OFFSET ANY FEES FOR APPLICABLE SERVICES FOR ANY PERFORMANCE OR AVAILABILITY ISSUES.

7.2 Maximum Credit. In any calendar month the maximum Service Credit to which you shall be entitled
shall NOT, under any circumstance, exceed the total amount of one (1) month’s fees for the applicable Services. For the avoidance of doubt, any approved Service Credit shall solely apply to the affected, specific of piece of infrastructure Services stated in the applicable Service Order. In no event, shall a Service Credit be awarded (i) for any unaffected infrastructure Services or (ii) that aggregates monthly fees from more than one (1) Service Order.

7.3 Verification. All periods of Unavailability and Non-Compliance must be verified by MacStadium, and approved Service Credits will be applied by MacStadium as a credit to be used towards a portion of your monthly fees on the following months’ invoice. The period of Unavailability or Non-Compliance is measured from your notification to MacStadium of the incident to the time the Unavailability or Non-Compliance has been remedied as confirmed by MacStadium.

7.4 Monitoring. MacStadium reserves the right to monitor certain protocols and configurations necessary to maintain the availability of the Services. The protocols required may include, but are not limited to, SNMP, API, and SSH. Monitoring may also require, but is not limited to, configuration changes to the Services, configuration, User accounts, service start sequence, and firewall. MacStadium may also passively access the infrastructure providing the Services via port scans and ICMP. End-users may opt-out or change these passive settings at any time. If Customer orders Orka® Services, Customer grants consent to MacStadium to troubleshoot any technical issues that may arise as a part of your Orka® Services. MacStadium shall promptly notify you if and when there is a need to troubleshoot. You have the right to withdraw consent upon ten (10) days prior written notice sent to MacStadium at [email protected]; however, if you experience technical issues with Orka® that require troubleshooting, MacStadium will not be able to fix such issue until we receive your consent. Performance of any troubleshooting shall not degrade or materially change Orka® Services in any way.

Service Specific Terms:

8. DESCRIPTION OF SERVICES & AVAILABILITY

MacStadium shall use commercially reasonable efforts to ensure meeting the Service Levels described herein. If you experience Unavailability, you may be entitled to a Service Credit upon MacStadium claim review. As a note, MacStadium is not a public cloud provider, nor do we offer public clouds for purchase. The Services provide a means for you to run your own cloud software environment. MacStadium recommends the placement of servers in two or more data centers as a preventative measure against the failure of a single data center.

8.1 Service Level. The Services shall have a Service Level of at least 99.9% uptime in a calendar month, which is calculated using the following formula:

Total Available Minutes in One Month – Outage time / Total Available Minutes in One Month x 100

8.2 Service Credits. The following Service Levels and Service Credits are applicable to Customer’s use of MacStadium Services including single bare metal Mac mini or Mac Pro, Mac private cloud services, and Orka® virtualization software:

Last updated: September 24, 2021