Cloud Computing Service Level Agreements

Cloud Computing Service Level Agreements (“SLA”)
Updated: January 14, 2015
Version: 1.5

 

1.      Definitions:

1.1.   “Actual Uptime” means the period of time (expressed in minutes) that the servers, Applications or Services are available during a given Month.  Such measurement will be calculated by subtracting Outage Time from Scheduled Uptime.

1.2.   “Outage” means, (a) in the case of servers and/or Applications, that the servers or Applications being managed under the Services are or become unavailable in all material respects and are not accessible for use by Customer for more than thirty (30) consecutive minutes; and (b) in the case of Services, that the Services are or become unavailable in all material respects and are not accessible for use by Customer for more than thirty (30) consecutive minutes.  Outages exclude in all cases (i) periods of Scheduled Unavailability; (ii) Unavailability of the servers, Applications and/or Services due to (1) configuration or application programming errors not caused by Company, or Customer’s or Users’ negligence or misuse; (2) failures of Customer Equipment including programs or processes associated therewith, Customer-specific custom or third party components of any type, or those which result in excessive CPU utilization or non-performance; (3) problems with Customer’s Internet registrar; (4) problems with non-Company provisioned DNS or other third party zone transfer technologies; or (5) events of force majeure.

1.3.   “Outage Time” means the aggregate duration of Outages during a given Month.

1.4.   “Scheduled Unavailability” means (a) any maintenance to the servers, Applications or Services performed during a defined period as published from time to time in the maintenance and outage schedule available at https://watserv.com/legal/cloud/cloudoutagepolicy/(“Maintenance Schedule”), which will not require notification to Customer unless there is a reasonable expectation of an extended period of Scheduled Unavailability or substantial changes to Applications or Services which will be managed through a proper Change Management process; and/or (b) any regular, emergency, or other necessary maintenance approved by Customer.

1.5.   “Scheduled Uptime” means that period of time (expressed in minutes) during which the servers, Applications or Services are expected to be available during a given Month.  Except as otherwise specified in this SLA, Scheduled Uptime shall be all of the time in the applicable Month less Scheduled Unavailability periods.

1.6.   “Server/Application Availability” shall be calculated for a given Month and for the servers or Applications associated with the Services as (a) the total Actual Uptime during such Month for the servers or Applications, divided by (b) the total Scheduled Uptime for the servers or Applications during such Month, with the result expressed as a percentage.

1.7.   “Services Availability” shall be calculated for a given Month for the Services, as (a) the total Actual Uptime during such Month for the Services, divided by (b) the total Scheduled Uptime for the Services during such Month, with the result expressed as a percentage.

1.8.   “Stabilization Period” means a period of  thirty (30) days beginning on the date the Customer is deployed onto the Services, during which period Company and Customer work to configure certain variables in order to meet operational performance parameters of the Services.  During the Stabilization Period, this SLA shall not apply.

2.      Availability:

2.1.   After the Stabilization Period, the Services will meet or exceed the Service objectives set forth in Section 2.2 of the Agreement.

2.2.   Each of the Windows servers, Web-based user interface, Windows applications, applications programming interfaces (APIs) or other Customer-accessible data access or manipulation software for the Services detailed on the Order Form exclusively, shall have a Scheduled Uptime of at least the amount set out in Section 2.2 of the Agreement during each Month of the Term.  This is critical for Customer (or the Customer’s Applications) to reasonably add, delete or modify email, shared documents, web content or other stored data and to avoid other adverse impacts Customer or its Users.

2.3.   In case of an interruption or failure of any of the Services furnished hereunder, including power, back-up power, transmission and internet services, Company shall restore service as soon as commercially feasible.

2.4.   Tickets for Outages will be entered directly by Customer or in the case of phone support it will be entered on behalf of Customer by the attending help desk technician. Notifications transmitted by email only without a prior notification by pager, telephone or other contact device are not, for the purposes of this SLA, accepted as notification of an Outage.

3.      Service Level Credits:

3.1.   When Customer becomes aware of an Outage, Customer must open a trouble ticket with Company Customer Support within two (2) calendar days; failure to do so shall disentitle Customer to any credit for that incident under this SLA.

3.2.   If Company determines in its reasonable commercial judgment that the cumulative Outages for any given Month exceed two hundred and ten (210) minutes, upon Customer’s request, Company will credit Customer’s account a pro-rated value equal to 10%  of Customer’s Monthly Fees for the Services affected by the Outage.

3.3.   Credits are applied once per Outage to a maximum value of Customer’s Monthly Fees for the Services affected by the Outage.

3.4.   To qualify for any credit, Customer’s account must be in good standing.

3.5.   Credits are applied to reduce the net amount of Customer’s future invoices only.

3.6.   Customers with subscriptions for more than one Service will not receive credits for unaffected Services, and Customer may not use credits to offset charges or fees for any other Services.

4.      System Administrative Access:

4.1.   In order for Company to provide this SLA, it must enforce appropriate IT controls and system change management protocols. As such, Customer agrees that no party other than Company will be provided administrative level access (includes admin, root, system, sa, etc.) to systems, devices, Active Directory, or applications.

4.2.   In situations where Customer or its agent (e.g., implementation consultant / partner) requires Administrative access, an Administrative Access Request will be submitted through Company’s Support Ticketing System. Upon approval by the Customer and Company, Company will provide a temporary proxied Administrative access session to the requested system to facilitate the completion of approved activities.

4.3.   This SLA shall not apply to any Service which the Customer requests permanent Administrative access for non-Company personnel or resources.

Cloud Computing Service Level Agreements (“SLA”)
Updated: May 26, 2014
Version: 1.4

 

This SLA applies if the Customer Agreement term is at least 12 months. Month to month Services or Time and Materials Services do not apply.

After the Stabilization Period the Services will meet or exceed the Service Objectives set forth in this Service Level Agreement (“SLA”).

1.     Definitions:

1.1.   “Actual Uptime” means the period of time (expressed in minutes) that the servers, Applications or Services are available during a given Month.  Such measurement will be calculated by subtracting Outage Time from Scheduled Uptime.

1.2.   “Outage” means, (a) in the case of servers and/or Applications, that the servers or Applications being managed under the Services are or become unavailable in all material respects and are not accessible for use by Customer for more than thirty (30) consecutive minutes; and (b) in the case of Services, that the Services are or become unavailable in all material respects and are not accessible for use by Customer for more than thirty (30) consecutive minutes.  Outages exclude in all cases (i) periods of Scheduled Unavailability; (ii) Unavailability of the servers, Applications and/or Services due to (1) configuration or application programming errors not caused by Company, or Customer’s or Users’ negligence or misuse; (2) failures of Customer Equipment including programs or processes associated therewith, Customer-specific custom or third party components of any type, or those which result in excessive CPU utilization or non-performance; (3) problems with Customer’s Internet registrar; (4) problems with non-Company provisioned DNS or other third party zone transfer technologies; or (5) events of force majeure.

1.3.   “Outage Time” means the aggregate duration of Outages during a given Month.

1.4.   “Scheduled Unavailability” means (a) any maintenance to the servers, Applications or Services performed during a defined period as published from time to time in the maintenance and outage schedule available at http://corp.watserv.com/legal/cloud/cloudoutagepolicy/(“Maintenance Schedule”), which will not require notification to Customer unless there is a reasonable expectation of an extended period of Scheduled Unavailability or substantial changes to Applications or Services which will be managed through a proper Change Management process; and/or (b) any regular, emergency, or other necessary maintenance approved by Customer.

1.5.   “Scheduled Uptime” means that period of time (expressed in minutes) during which the servers, Applications or Services are expected to be available during a given Month.  Except as otherwise specified in this SLA, Scheduled Uptime shall be all of the time in the applicable Month less Scheduled Unavailability periods.

1.6.   “Server/Application Availability” shall be calculated for a given Month and for the servers or Applications associated with the Services as (a) the total Actual Uptime during such Month for the servers or Applications, divided by (b) the total Scheduled Uptime for the servers or Applications during such Month, with the result expressed as a percentage.

1.7.   “Services Availability” shall be calculated for a given Month for the Services, as (a) the total Actual Uptime during such Month for the Services, divided by (b) the total Scheduled Uptime for the Services during such Month, with the result expressed as a percentage.

1.8.   “Stabilization Period” means a period of  thirty (30) days beginning on the date the Customer is deployed onto the Services, during which period Company and Customer work to configure certain variables in order to meet operational performance parameters of the Services.  During the Stabilization Period, this SLA shall not apply.

2.     Availability:

2.1.   After the Stabilization Period, the Services will meet or exceed the Service objectives set forth in Section 2.2 of the Agreement.

2.2.   Each of the Windows servers, Web-based user interface, Windows applications, applications programming interfaces (APIs) or other Customer-accessible data access or manipulation software shall have a Scheduled Uptime of at least the amount set out in Section 2.2 of the Agreement during each Month of the Term.  This is critical for Customer (or the Customer’s Applications) to reasonably add, delete or modify email, shared documents, web content or other stored data and to avoid other adverse impacts Customer or its Users.

2.3.   In case of an interruption or failure of any of the Services furnished hereunder, including power, back-up power, transmission and internet services, Company shall restore service as soon as commercially feasible.

2.4.   Tickets for Outages will be entered directly by Customer or in the case of phone support it will be entered on behalf of Customer by the attending help desk technician. Notifications transmitted by email only without a prior notification by pager, telephone or other contact device are not, for the purposes of this SLA, accepted as notification of an Outage.

3.     Service Level Credits:

3.1.   When Customer becomes aware of an Outage, Customer must open a trouble ticket with Company Customer Support within two (2) calendar days; failure to do so shall disentitle Customer to any credit for that incident under this SLA.

3.2.   If Company determines in its reasonable commercial judgement that the cumulative Outages for any given Month exceed two hundred and ten (210) minutes, upon Customer’s request, Company will credit Customer’s account a pro-rated value equal to 10%  of Customer’s Monthly Fees for the Services affected by the Outage.

3.3.   Credits are applied once per Outage to a maximum value of Customer’s Monthly Fees for the Services affected by the Outage.

3.4.   To qualify for any credit, Customer’s account must be in good standing.

3.5.   Credits are applied to reduce the net amount of Customer’s future invoices only.

3.6.   Customers with subscriptions for more than one Service will not receive credits for unaffected Services, and Customer may not use credits to offset charges or fees for any other Services.

4.     System Administrative Access:

4.1.   In order for Company to provide this SLA, it must enforce appropriate IT controls and system change management protocols. As such, Customer agrees that no party other than Company will be provided administrative level access (includes admin, root, system, sa, etc.) to systems, devices, Active Directory, or applications.

4.2.   In situations where Customer or its agent (e.g., implementation consultant / partner) requires Administrative access, an Administrative Access Request will be submitted through Company’s Support Ticketing System. Upon approval by the Customer and Company, Company will provide a temporary proxied Administrative access session to the requested system to facilitate the completion of approved activities.

4.3.   This SLA shall not apply to any Service which the Customer requests permanent Administrative access for non-Company personnel or resources.

Cloud Computing Service Level Agreements (“SLA”)
Updated: September 17, 2012
Version: 1.3

 

This SLA applies if the Customer Agreement term is at least 12 months. Month to month Services or Time and Materials Services do not apply.

After the Stabilization Period the Services will meet or exceed the Service Objectives set forth in this Service Level Agreement (“SLA”).

1.    AVAILABILITY
Server/Application Availability” shall be calculated, for a given month and a given server or application associated with the Services, as (a) the total Actual Uptime during such month for such server or application, divided by (b) the total Scheduled Uptime for such server or application during such month, with the result expressed as a percentage.  A server or application will not be considered Available except during minutes when such server or application is operating properly and available for use by Customer, its users and the Equipment.

Actual Uptime” means the period of time (expressed in minutes) that a particular system, circuit, application, software, Equipment, network or any other part of the Services is available during a given month.  Such measurement will be calculated by subtracting Outage Time from Scheduled Uptime.

Outage Time” means the aggregate duration of time (expressed in minutes) during a given month that a particular system, circuit, application, software, Equipment, network or any other part of the Services is not operating properly and available for use by Customer, its users or any Equipment.

Scheduled Uptime” means that period of time (expressed in minutes) during which a particular system, circuit, application, software, Equipment, network or any other part of the Services is expected to be available during a given month.  Except as otherwise specified in this SLA, Scheduled Uptime shall be all of the time in the applicable month less Scheduled Outage periods.

Company shall provide the Services in a manner that meets or exceeds the following service levels:
1)    Each of the Windows servers, Web-based user interface, Windows applications, applications programming interfaces (API) or other Customer-accessible data access or manipulation software shall have a Server/Application Availability of at least the amount set out in the Cloud Computing Agreement during each month of the Term.  This is critical for Customer (or the Customer’s applications) to reasonably add, delete or modify email, shared documents, web content or other stored data and to avoid other adverse impacts Customer or its users.  For purposes of this service level, a “Service Outage” means that a server or application being managed under the Services is or becomes unavailable for more than thirty (30) consecutive minutes.

The following downtime events shall not be considered part of a Service Outage:

1)    Scheduled Outages. “Scheduled Outages” shall mean any maintenance to the Company Services that is performed during a standard outage as published from time to time.   As defined in the maintenance and outage schedule approved these windows will not require notification to the Customer unless there is a reasonable expectation of an extended outage, or substantial changes to Services which will be managed through a proper Change Management process. Please refer to the Maintenance and Outage Schedule and Policy (https://watserv.com/Legal/Cloud/CloudOutagePolicy.aspx);
2)    Approved regular, emergency, or other necessary maintenance outside of this Standard Maintenance window, but only to the extent that Customer has been notified in advance and has acknowledged and approved such maintenance;
3)    Extraordinary Customer requested maintenance of any type;
4)    Unavailability of the Services due to i) Customer or Customer agents misuse, configuration errors, application programming errors; ii) failures of programs or processes associated with Customer specific custom or third party application programs of any type; iii) failures or programs or processes which result in excessive CPU utilization or non-performance; iv) negligent or unlawful acts by Customer or its agents or its suppliers;  v) problems with Customer’s Internet registrar; vi) problems with non-Company provisioned DNS or other third party zone transfer technologies; or events of force majeure;
5)    Unavailability of the Services due to mechanical or electronic failure of Customer supplied equipment or services (network, etc.) of any type;
6)    Unavailability of the Services due to Services or Products provided by Customer (or a third party separately engaged by Customer);
7)    Unavailability of the Services due to violation of the Acceptable Use Policy (https://watserv.com/Legal/Cloud/CloudAcceptableUsePolicy.aspx) or Anti-SPAM Policy (https://watserv.com/Legal/Cloud/CloudAntiSpamPolicy.aspx).

In case of an interruption or failure of any of the Services furnished hereunder, including but not limited to power, back-up power, transmission and internet services, Company shall restore service as soon as possible.

Customer shall have access to electronic records of all system monitoring and statistics at all times remotely. Customer agrees that such statistics shall be a basis to determining Service Outage lengths.

For the purposes of this SLA, a Service Outage shall be deemed to begin (a) for Services monitored by Company through either an internal or external monitoring service, at the time that such monitoring service should have sent the associated SMS, email, phone, or pager notification, and (b) for Services not monitored by Company, immediately upon receipt of your transmitted pager, SMS, telephone or other Company recognized notification of a service outage (which ever notification arrives first).

Notifications transmitted by email only without a prior notification by pager, telephone or other contact device are not, for the purposes of this SLA, accepted as notification of an outage.

This SLA and associated Service Credits shall apply only to Production Customer systems. Pre-production, demo, test/QA or non-managed systems are exempt of this SLA.

2.    SERVICE LEVEL CREDITS
When Customer becomes aware of a Service Outage, Customer shall open a trouble ticket with Company Customer Support within two (2) calendar days.

If Company determines in its reasonable commercial judgment that the cumulative Service Outages for any given calendar month exceeds two hundred and 10 (210) minutes, upon Customer’s request, Company will credit Customer’s account a pro-rated value equal to the 10%  of the Customers monthly Service charge for the Service or Services affected by the outage.

Credits are applied once per outage to a maximum value of your monthly hosted Service fee for the Services affected by the outage.

To qualify for any credit, Customers must have an account in good standing.

Company will not provide any credits to any entity other than the Customer named in the Agreement.

Credits are applied to reduce the net amount of future invoices only.

Customers with subscriptions for more than one Service will not receive credits for unaffected Services.

3.    STABILIZATION PERIOD DEFINITION
The Stabilization Period is a period of forty five (45) days beginning on the date the Customer is deployed onto the Services, during which Company and Customer work to configure several variables in order to meet full operational performance parameters.

During the Stabilization Period, this SLA shall not apply.

4.    SYSTEM ADMINISTRATIVE ACCESS
In order for Company to provide this SLA it must enforce appropriate IT Controls and System Change Management protocols. As such, Customer agrees that no party other than Company will be provided Administrative level access (includes admin, root, system, sa, etc.) to systems, devices, Active Directory, or applications.

In situations where the Customer or its agent (eg. Partner) requires Administrative access, an Administrative Access Request will be submitted through Company’s Support Ticketing System. Upon approval by the Customer and Company, Company will provide a temporary proxied Administrative access session to the requested system to facilitate the completion of approved activities.

Any Service which the Customer requests permanent Administrative access for non-Company resources will be exempt of this SLA.

Cloud Computing Service Level Agreements (“SLA”)
Updated: November 22, 2010
Version: 1.2
Changes from V1.1: See Bottom of Document

 

This SLA applies if the Customer Agreement term is at least 12 months. Month to month Services or Time and Materials Services do not apply.

After the Stabilization Period, the Services will meet or exceed the Service Objectives set forth in this Service Level Agreement (“SLA”).

1.    AVAILABILITY
Server/Application Availability” shall be calculated, for a given month and a given server or application associated with the Services, as (a) the total Actual Uptime during such month for such server or application, divided by (b) the total Scheduled Uptime for such server or application during such month, with the result expressed as a percentage.  A server or application will not be considered Available except during minutes when such server or application is operating properly and available for use by Customer, its users, and the Equipment.

Actual Uptime” means the period of time (expressed in minutes) that a particular system, circuit, application, software, Equipment, network or any other part of the Services is available during a given month.  Such measurement will be calculated by subtracting Outage Time from Scheduled Uptime.

Outage Time” means the aggregate duration of time (expressed in minutes) during a given month that a particular system, circuit, application, software, Equipment, network or any other part of the Services is not operating properly and available for use by Customer, its users or any Equipment.

Scheduled Uptime” means that period of time (expressed in minutes) during which a particular system, circuit, application, software, Equipment, network or any other part of the Services is expected to be available during a given month.  Except as otherwise specified in this SLA, Scheduled Uptime shall be all of the time in the applicable month less Scheduled Outage periods.

Company shall provide the Services in a manner that meets or exceeds the following service levels:
1)    Each of the Windows servers, Web-based user interface, Windows applications, applications programming interfaces (API) or other Customer-accessible data access or manipulation software shall have a Server/Application Availability of at least the amount set out in the Cloud Computing Agreement during each month of the Term.  This is critical for Customer (or the Customer’s applications) to reasonably add, delete or modify email, shared documents, web content or other stored data and to avoid other adverse impacts Customer or its users.  For purposes of this service level, a “Service Outage” means that a server or application being managed under the Services is or becomes unavailable for more than ninety (90) consecutive minutes or more than two hundred and seventy (270) total minutes during any month.

The following downtime events shall not be considered part of a Service Outage:

1)    Scheduled Outages. “Scheduled Outages” shall mean any maintenance to the Company Services that is performed during a standard outage as published from time to time.   As defined in the maintenance and outage schedule approved these windows will not require notification to the Customer unless there is a reasonable expectation of an extended outage or substantial changes to Services which will be managed through a proper Change Management process. Please refer to the Maintenance and Outage Schedule and Policy (https://watserv.com/Legal/Cloud/CloudOutagePolicy.aspx);
2)    Approved regular, emergency, or other necessary maintenance outside of this Standard Maintenance window, but only to the extent that Customer has been notified in advance and has acknowledged and approved such maintenance;
3)    Extraordinary Customer requested maintenance of any type;
4)    Unavailability of the Services due to i) Customer or Customer agents misuse, configuration errors, application programming errors; ii) failures of programs or processes associated with Customer specific custom or third-party application programs of any type; iii) failures or programs or processes which result in excessive CPU utilization or non-performance; iv) negligent or unlawful acts by Customer or its agents or its suppliers;  v) problems with Customer’s Internet registrar; vi) problems with non-Company provisioned DNS or other third party zone transfer technologies; or events of force majeure;
5)    Unavailability of the Services due to mechanical or electronic failure of Customer supplied equipment or services (network, etc.) of any type;
6)    Unavailability of the Services due to Services or Products provided by Customer (or a third party separately engaged by Customer);
7)    Unavailability of the Services due to violation of the Acceptable Use Policy (https://watserv.com/Legal/Cloud/CloudAcceptableUsePolicy.aspx) or Anti-SPAM Policy (https://watserv.com/Legal/Cloud/CloudAntiSpamPolicy.aspx).

In case of an interruption or failure of any of the Services furnished hereunder, including but not limited to power, back-up power, transmission and internet services, Company shall restore service as soon as possible.

Customer shall have access to electronic records of all system monitoring and statistics at all times remotely. Customer agrees that such statistics shall be a basis for determining Service Outage lengths.

For the purposes of this SLA, a Service Outage shall be deemed to begin (a) for Services monitored by Company through either an internal or external monitoring service, at the time that such monitoring service should have sent the associated SMS, email, phone, or pager notification, and (b) for Services not monitored by Company, immediately upon receipt of your transmitted pager, SMS, telephone or other Company recognized notification of a service outage (whichever notification arrives first).

Notifications transmitted by email only without prior notification by pager, telephone or other contact device are not, for the purposes of this SLA, accepted as notification of an outage.

This SLA and associated Service Credits shall apply only to Production Customer systems. Pre-production, demo, test/QA or non-managed systems are exempt of this SLA.

2.    SERVICE LEVEL CREDITS
When Customer becomes aware of a Service Outage, Customer shall open a trouble ticket with Company Customer Support within two (2) calendar days.

If Company determines in its reasonable commercial judgment that the Service Outage event lasted for more than 30 minutes, upon Customer’s request, Company will credit Customer’s account a pro-rated value equal to the 10%  of the Customers monthly Service charge for the Service or Services affected by the outage.

Credits are applied once per outage to a maximum value of your monthly hosted Service fee for the Services affected by the outage.

To qualify for any credit, Customers must have an account in good standing.

Company will not provide any credits to any entity other than the Customer named in the Agreement.

Credits are applied to reduce the net amount of future invoices only.

Customers with subscriptions for more than one Service will not receive credits for unaffected Services.

3.    STABILIZATION PERIOD DEFINITION
The Stabilization Period is a period of forty-five (45) days beginning on the date the Customer is deployed onto the Services, during which Company and Customer work to configure several variables in order to meet full operational performance parameters.

During the Stabilization Period, this SLA shall not apply.

4.    SYSTEM ADMINISTRATIVE ACCESS
In order for Company to provide this SLA it must ensure enforce appropriate IT Controls and System Change Management protocols. As such, Customer agrees that no party other than Company will be provided Administrative level access (includes admin, root, system, sa, etc.) to systems, devices, Active Directory, or applications.

In situations where the Customer or its agent (eg. Partner) requires Administrative access, an Administrative Access Request will be submitted through Company’s Support Ticketing System. Upon approval by the Customer and Company, Company will provide a temporary proxied Administrative access session to the requested system to facilitate the completion of approved activities.

Any Service which the Customer requests permanent Administrative access for non-Company resources will be exempt of this SLA.

5.    Document Version History
V1.2: Posted November 22, 2010, edits to resolve wording inconsistencies as follows:
  • Section 1. Availability: wording “more than ninety (30) consecutive minutes” changed to “more than ninety (90) consecutive minutes”
  • Section 1. Availability: wording “more than two hundred and seventy (210) total minutes” changed to “more than two hundred and seventy (270) total minutes”
  • Section 3. Stabilization Period Definition: wording “period of thirty (45) days” changed to “period of forty-five (45) days”
Cloud Computing Service Level Agreements (“SLA”)
Updated: October 1, 2009
Version: 1.1

 

This SLA applies if the Customer Agreement term is at least 12 months. Month to month Services or Time and Materials Services do not apply.

After the Stabilization Period the Services will meet or exceed the Service Objectives set forth in this Service Level Agreement (“SLA”).

1.    AVAILABILITY
“Server/Application Availability” shall be calculated, for a given month and a given server or application associated with the Services, as (a) the total Actual Uptime during such month for such server or application, divided by (b) the total Scheduled Uptime for such server or application during such month, with the result expressed as a percentage.  A server or application will not be considered Available except during minutes when such server or application is operating properly and available for use by Customer, its users and the Equipment.

“Actual Uptime” means the period of time (expressed in minutes) that a particular system, circuit, application, software, Equipment, network or any other part of the Services is available during a given month.  Such measurement will be calculated by subtracting Outage Time from Scheduled Uptime.

“Outage Time” means the aggregate duration of time (expressed in minutes) during a given month that a particular system, circuit, application, software, Equipment, network or any other part of the Services is not operating properly and available for use by Customer, its users or any Equipment.

“Scheduled Uptime” means that period of time (expressed in minutes) during which a particular system, circuit, application, software, Equipment, network or any other part of the Services is expected to be available during a given month.  Except as otherwise specified in this SLA, Scheduled Uptime shall be all of the time in the applicable month less Scheduled Outage periods.

Company shall provide the Services in a manner that meets or exceeds the following service levels:
1)    Each of the Windows servers, Web-based user interface, Windows applications, applications programming interfaces (API) or other Customer-accessible data access or manipulation software shall have a Server/Application Availability of at least the amount set out in the Cloud Computing Agreement during each month of the Term.  This is critical for Customer (or the Customer’s applications) to reasonably add, delete or modify email, shared documents, web content or other stored data and to avoid other adverse impacts Customer or its users.  For purposes of this service level, a “Service Outage” means that a server or application being managed under the Services is or becomes unavailable for more than ninety (30) consecutive minutes or more than two hundred and seventy (210) total minutes during any month.

The following downtime events shall not be considered part of a Service Outage:

1)    Scheduled Outages. “Scheduled Outages” shall mean any maintenance to the Company Services that is performed during a standard outage as published from time to time.   As defined in the maintenance and outage schedule approved these windows will not require notification to the Customer unless there is a reasonable expectation of an extended outage, or substantial changes to Services which will be managed through a proper Change Management process. Please refer to the Maintenance and Outage Schedule and Policy (https://watserv.com/Legal/Cloud/CloudOutagePolicy.aspx);
2)    Approved regular, emergency, or other necessary maintenance outside of this Standard Maintenance window, but only to the extent that Customer has been notified in advance and has acknowledged and approved such maintenance;
3)    Extraordinary Customer requested maintenance of any type;
4)    Unavailability of the Services due to i) Customer or Customer agents misuse, configuration errors, application programming errors; ii) failures of programs or processes associated with Customer specific custom or third party application programs of any type; iii) failures or programs or processes which result in excessive CPU utilization or non-performance; iv) negligent or unlawful acts by Customer or its agents or its suppliers;  v) problems with Customer’s Internet registrar; vi) problems with non-Company provisioned DNS or other third party zone transfer technologies; or events of force majeure;
5)    Unavailability of the Services due to mechanical or electronic failure of Customer supplied equipment or services (network, etc.) of any type;
6)    Unavailability of the Services due to Services or Products provided by Customer (or a third party separately engaged by Customer);
7)    Unavailability of the Services due to violation of the Acceptable Use Policy (https://watserv.com/Legal/Cloud/CloudAcceptableUsePolicy.aspx) or Anti-SPAM Policy (https://watserv.com/Legal/Cloud/CloudAntiSpamPolicy.aspx).

In case of an interruption or failure of any of the Services furnished hereunder, including but not limited to power, back-up power, transmission and internet services, Company shall restore service as soon as possible.

Customer shall have access to electronic records of all system monitoring and statistics at all times remotely. Customer agrees that such statistics shall be a basis to determining Service Outage lengths.

For the purposes of this SLA, a Service Outage shall be deemed to begin (a) for Services monitored by Company through either an internal or external monitoring service, at the time that such monitoring service should have sent the associated SMS, email, phone, or pager notification, and (b) for Services not monitored by Company, immediately upon receipt of your transmitted pager, SMS, telephone or other Company recognized notification of a service outage (which ever notification arrives first).

Notifications transmitted by email only without a prior notification by pager, telephone or other contact device are not, for the purposes of this SLA, accepted as notification of an outage.

This SLA and associated Service Credits shall apply only to Production Customer systems. Pre-production, demo, test/QA or non-managed systems are exempt of this SLA.

2.    SERVICE LEVEL CREDITS
When Customer becomes aware of a Service Outage, Customer shall open a trouble ticket with Company Customer Support within two (2) calendar days.

If Company determines in its reasonable commercial judgment that the Service Outage event lasted for more than 30 minutes, upon Customer’s request, Company will credit Customer’s account a pro-rated value equal to the 10%  of the Customers monthly Service charge for the Service or Services affected by the outage.

Credits are applied once per outage to a maximum value of your monthly hosted Service fee for the Services affected by the outage.

To qualify for any credit, Customers must have an account in good standing.

Company will not provide any credits to any entity other than the Customer named in the Agreement.

Credits are applied to reduce the net amount of future invoices only.

Customers with subscriptions for more than one Service will not receive credits for unaffected Services.

3.    STABILIZATION PERIOD DEFINITION
The Stabilization Period is a period of thirty (45) days beginning on the date the Customer is deployed onto the Services, during which Company and Customer work to configure several variables in order to meet full operational performance parameters.

During the Stabilization Period, this SLA shall not apply.

4.    SYSTEM ADMINISTRATIVE ACCESS
In order for Company to provide this SLA it must ensure enforce appropriate IT Controls and System Change Management protocols. As such, Customer agrees that no party other than Company will be provided Administrative level access (includes admin, root, system, sa, etc.) to systems, devices, Active Directory, or applications.

In situations where the Customer or its agent (eg. Partner) requires Administrative access, an Administrative Access Request will be submitted through Company’s Support Ticketing System. Upon approval by the Customer and Company, Company will provide a temporary proxied Administrative access session to the requested system to facilitate the completion of approved activities.

Any Service which the Customer requests permanent Administrative access for non-Company resources will be exempt of this SLA.