This Service Level Agreement is incorporated by reference in your Service Order with True Holdings, Inc. True Holdings, Inc. (“Company”) is committed to providing the highest quality data center services to its Customers. The following guarantees are part of such commitment and demonstrate Company’s willingness to stand behind our internal processes, our network and the quality of our service, as described below. The following guarantees are available to eligible Data Center customers (“Customers”) defined as customers receiving colocation services within the physical confines of our data center. The following guarantees are only applicable to those services originating within the data center and do not apply to any additional or external services that Customers may receive.
Section 1: Availability Guarantees
A. Hardware Availability
Company guarantees that all Company – owned hardware operated and maintained on behalf of Customer (“Hardware”) will be operational at least 99.9% of the time in each calendar month for standard Data Center Service. Upon receiving a Service Credit Request, Company will calculate the duration of any Hardware Unavailability to Customer. See Section 6 hereof for the Service Claim Process.
B. Power Availability
Company guarantees to supply contracted AC power (“Power”) to Customer’s service at least 99.9% of the time in each calendar month. Upon receiving a Service Credit Request, Company will calculate the duration of any Power Unavailability to Customer. See Section 6 hereof for the Service Claim Process.
C. Company Data Center Network Availability
Company guarantees to supply Customers with Company Data Center Network connectivity (“Data Center Connectivity”) at least 99.9% of the time in each calendar month. “Data Center Connectivity” shall mean the connection provided by Company from the Customer’s demarcation point, but not including Customer’s equipment, through the Company Data Center Network up to Company’s Backbone Network demarcation point. Upon receiving a Service Credit Request, Company will calculate the duration of the Data Center Connectivity Unavailability to Customer. See Section 6 hereof for the Service Claim Process.
D. Backbone Network Availability
Company guarantees at least 99.9% Company Backbone Network uptime in each calendar month. “Backbone Network Unavailability” shall mean the failure of the Company Backbone Network, for reasons not involving the Company Data Center Network Availability Guarantee, resulting in Customer’s equipment being unable to connect to the Company Backbone Network. Upon receiving a Service Credit Request, Company will calculate the duration of the Company Backbone Network Unavailability to Customer. See Section 6 hereof for the Service Claim Process.
E. Service Credit for Unavailability
For each calendar month, if Customer experiences availability of Company infrastructure below the committed availability service level of 99.9% Customer will receive a Service Credit. The amount of Service Credit that may be granted, upon compliance by Customer with the procedures herein, shall be:
a. Unavailability equal to or greater than forty (40) minutes, but less than four (4) hours, in a calendar month: one (1) day Service Credit.
b. Unavailability equal to or greater than four (4) hours, but less than eight (8) hours, in a calendar month: one (1) week Service Credit.
c. Unavailability equal to or greater than eight (8) hours in a calendar month: one half (1/2) month Service Credit.
Service Credits are calculated according to number of days in affected month. The Monthly Designated Fee is defined as the total monthly invoiced amount for the affected Company colocation services.
Section 2: Outage Notification. Company shall contact Customer’s technical contact, either by telephone or by email to the telephone number or email address, respectively, provided in writing to Company, within one (1) hour after the occurrence of any Unavailability affecting any Availability Guarantee that results in complete downtime for such Customer.
Section 3: Internet Latency Guarantee. Company guarantees an average monthly transmission rate of 60 milliseconds or less to at least one of Company’s upstream Internet providers’ or peers’ BGP interfaces.
Section 4: Packet Loss Guarantee. Company guarantees that packet loss shall be not more than one percent (1%) on the Company Data Center Network or Backbone Network during any calendar month. Company measures packet loss on the Company Backbone Network at approximately five (5) minute intervals and calculates the average at the end of each calendar month.
Section 5: Definitions. “Monthly Recurring Charge” (MRC) shall mean the monthly fee for Customer’s data center services charged by Company for the month in which the event giving rise to the claim for Service Credit occurs. “Company Backbone Network” shall mean the telecommunications network and network components, including points of presence, from Company’s upstream demarcation point, “demarc,” to at least one of Company’s upstream Internet providers’ or peers’ BGP interfaces. “Unavailability” for purposes of the “Availability Guarantees” of Section 1 shall not include (and for which no Service Credit shall be granted) unavailability due to Company planned maintenance or other planned outages; packet loss (which is addressed separately in Section 4); customer request; any customer equipment, circuit, application, software, code, hardware device failure or malfunction; acts or omissions of Customer and/or Customer’s users; denial of credit to Customer; or reasons outside of Company’s reasonable control, such as Force Majeure. For purposes of this Service Level Agreement, “planned maintenance or other planned outages” shall mean planned maintenance and other planned outages that shall occur weekly, and only between the hours of 2:00 A.M and 6:00 A.M. Eastern Time. Not less than 48 hours prior to a scheduled service interruption, Company will notify Customer’s technical contact provided in writing to Company by e-mail of such scheduled interruption in service and the nature of such interruption. Such notice shall be effective for all purposes herein, despite any failure of the Customer and/or its agents to receive such notice for any reason, including problems with or failures of Customer’s e-mail system(s) or erroneous contact information provided by Customer or any other reason.
Section 6: Service Claim Process. To initiate a claim for Service Credit with respect to any Guarantee Customer shall submit a completed Service Credit Request Form within ten (10) days after the end of the month during or for which the event occurred which gives rise to the claim for Service Credit. All Service Credit Request Forms via email no later than the next succeeding business day after such receipt and shall review all requests within 14 days after such receipt. Customer shall be notified via email upon resolution of the request. Unless Customer has been notified of any Unavailability by Company, Customer shall have notified the Company Network Operations Center at email@example.com of any Unavailability promptly during such Unavailability. Eligibility for Service Credit is based on a failure that is caused solely by a component or components of Customer’s service that is managed by Company.
Section 7: Service Credit. If Customer’s Service Credit Request is approved, Company shall issue Service Credit to Customer’s account which shall appear in the month following the month in which the Service Credit Request Form was approved. Service Credit shall be Customer’s sole remedy for any failure by Company to provide Services, including, but not limited to, any Unavailability. The Service Credit provided for herein is based on Customer’s compliance with the terms and conditions of its Master Services Agreement with Company, and the failure of Customer to comply therewith may invalidate Company’s Guarantees provided herein. Furthermore, Company shall not be held liable for failure to fulfill its obligations hereunder if such failure is due to Customer’s tampering with any equipment. If Customer receives more than one Service, Service Credits will not be considered for Services that were not affected by Company’s failure to comply with any Guarantee.
Section 8: Exceptions. Customer shall not receive any credits under this SLA in connection with any failure of deficiency of the Company Services or a failure to meet the SLA that is caused by or associated with any of the following:
1. circumstances beyond Company’s reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Service Level Agreement;
2. failure of access circuits to the Company Network (as defined in clause (i) below), unless such failure is caused solely by Company;
3. failure of customer’s Internet access service, unless such service is provided by Company and failure is caused solely by Company;
4. failure of customer to exclude files or file types that were in use and cause backup to fail;
5. general third party telco failure;
6. failure of Customer Equipment used in connection with the Company Services;
7. for Colocation customers, failure to maintain current required Version of the software in support of the service and failure of software due to conflict with other non-compatible software.
8. scheduled and emergency maintenance;
9. DNS issues outside the direct control of Company; or
10. any other acts or omissions of Customer or others authorized by Customer, including without limitation, any negligence, willful misconduct, or use of the Company Network or Company services in breach of Company’s Terms and Conditions and Acceptable Use Policy.
Section 9: Terms of Agreement. This agreement is not valid without an accompanying Master Services Agreement (MSA) For Data Center Services in effect.
Section 10: Benefits and Burdens. The agreement shall be binding upon, and shall inure to the benefit of, the parties hereto, and their respective legal representatives, successors and assigns.
Section 11: Amendments. Alterations or amendments to this Service Level Agreement shall be of no force or effect unless such alteration or amendment is made in writing and signed by authorized representatives of the parties to this Service Level Agreement.
Section 12: Governing Law and Disputes. State of Georgia, County of Barrow.