1.    Standard terms applicable to all Service Levels outlined herein:

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a.    Definitions

i.    “Primary Data Center” refers to the briteVAULT data center that is the physical location where the customer’s Virtual Machines are hosted
ii.    “Cloud Services” refers to a set of compute resources utilized for Customer computing within the briteVAULT framework 
iii.    “Replica Set” refers to Virtual Machines and their connected storage disks (VHD/VHDX) that are replicated from the Primary Data Center to another briteVAULT data center with a minimum distance to the Primary Data Center of 100 miles.
iv.    “Claim” means a claim submitted by Customer to briteVAULT pursuant to this SLA that a Service Level has not been met and that a Service Credit may be due to Customer.
v.    “Customer” refers to the organization that has signed an agreement (“Agreement”) under which it has purchased Cloud Services from briteVAULT.
vi.    “Customer Support” means the services by which briteVAULT may provide assistance to Customer to resolve issues with the Services.
vii.    “External Connectivity” is bi-directional network traffic over supported protocols such as UDP and TCP that can be sent and received from a public IP address. 
viii.    “Incident” means any set of circumstances resulting in a failure to meet a Service Level.
ix.    “briteVAULT” means the briteVAULT entity that signed your customer agreement.
x.    “Service” or “Services” refers to the briteVAULT provided to Customer pursuant to the Agreement.
xi.    “Service Credit” is the percentage of the monthly service fees for the affected Service that is credited to Customer for a validated Claim.  
xii.    “Service Level” means standards briteVAULT chooses to adhere to and by which it measures the level of service it provides for each feature as specifically set forth below.
xiii.    “Virtual Machine” refers to persistent instance types that can be deployed individually or as part of a Replica Set. 
xiv.    “Disaster Recovery” refers to our replication service in which customers replicate customer premise-located servers and/or virtual machines to a briteVAULT data center for the purposes of cloud-based recovery following a customer premise disaster

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b.    Service Credit Claims

i.    briteVAULT provides this SLA subject to the following terms.  These terms will be fixed for the duration of the initial term of the subscription.   If a subscription is renewed, the version of this SLA that is current at the time the renewal term commences will apply throughout the renewal term.  Customers can review the most current version of the SLA and related terms at any time by requesting it from briteVAULT.
ii.    To submit a Claim, Customer must contact Customer Support and provide notice of its intention to submit a Claim.  Customer must provide to Customer Support all reasonable details regarding the Claim, including but not limited to, detailed descriptions of the Incident(s), the duration of the Incident, network trace routes, the URL(s) affected and any attempts made by Customer to resolve the Incident.  
iii.    In order for briteVAULT to consider a Claim, Customer must submit the Claim, including sufficient evidence to support the Claim, by the end of the billing month following the billing month in which the Incident which is the subject of the Claim occurs. 
iv.    briteVAULT will use all information reasonably available to it to validate Claims and make a good faith judgment on whether the SLA and Service Levels apply to the Claim.
v.    In the event that more than one Service Level is not met because of the same Incident Customer must choose only one Service Level under which a Claim may be made based on that Incident, and no other Claim under any other Service Level will be accepted for that Incident.  
vi.    Credits are calculated only against the particular service for each subscription that did not meet its associated uptime percentage for that subscription as defined in the Service Level section of this document. 
 

c.    SLA Exclusions

i.    This SLA and any applicable Service Levels do not apply to any performance or availability issues:
1.    Due to factors outside briteVAULT’ reasonable control (for example, a network or device failure external to briteVAULT’s data centers);
2.    That resulted from Customer’s use of hardware, software, or services not provided by briteVAULT in connection with briteVAULT (for example, third-party software installed within the Customer’s briteVAULT environment, even if this software was installed by briteVAULT Support Services at the request of the Customer).  This also includes VPN devices that have not been recommended by briteVAULT.
3.    When Customer uses versions of operating systems in Virtual Machines that are no longer supported by Microsoft.  These include both currently supported operating systems that are not running on the latest service pack as well as older operating systems that are no longer supported.
4.    Caused by Customer’s use of the Service after briteVAULT advised Customer to modify its use of the Service, if Customer did not modify its use as advised;
5.    During or with respect to Demos (as determined by briteVAULT);
6.    Attributable to acts by persons gaining unauthorized access to briteVAULT by means of Customer’s passwords or equipment or otherwise resulting from Customer’s failure to follow appropriate security practices.

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d.    Service Credits

i.    The amount and method of calculation of Service Credits is described below in connection with each Service Level description.  
ii.    Service Credits are Customer’s sole and exclusive remedy for any violation of this SLA.
iii.    The Service Credits awarded in any billing month shall not, under any circumstance, exceed Customer’s monthly Service fees.
iv.    For Services purchased as part of a suite, the Service Credit will be based on the pro-rata portion of the cost of the Service, as determined by briteVAULT in its reasonable discretion.  In cases where Customer has purchased Services from a reseller the Service Credit will be based on the estimated retail price for the applicable Service, as determined by briteVAULT in its reasonable discretion.
v.    Service Credits for this SLA will only be calculated against monthly fees associated with the particular Service for each subscription that did not meet the uptime percentage defined in the Service Level section below.  For example, if Virtual Machines do not meet the Service Level, the credit will be based on charges for Virtual Machines only and will not include charges associated with Virtual Network, data transfers, etc. 

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2.    Service Levels

a.    briteVAULT: Monthly Connectivity Uptime Service Level

i.    Definitions 

1.    “Maximum Connectivity Minutes” is the total accumulated minutes during a billing month for all Virtual Machines that are members of a Replica Set.  Maximum Connectivity Minutes is measured from when the Virtual Machine has been deployed and its associated roles have been started resultant from action initiated by Customer to the time Customer has initiated an action that would result in stopping or deleting the Virtual Machine.
2.    “Connectivity Downtime” is the total accumulated minutes that are part of the Maximum Connectivity Minutes that have no External Connectivity.
3.     “Monthly Connectivity Uptime Percentage” for a specific Customer is the total number of Maximum Connectivity Minutes less Connectivity Downtime divided by Maximum Connectivity Minutes for a billing month for a given subscription of briteVAULT.  Monthly Connectivity Uptime Percentage is reflected by the following formula:
 

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