Service Level Agreement

The Service Level Agreement attached to this Agreement on the next page. This Service Level Agreement (“SLA”) sets out the service levels provided by Apps 365 under the Master Services Agreement between the “Customer” and Apps 365 for the provision of Data Center Services.

1. Definitions

Except as otherwise defined in this SLA or unless the context otherwise requires, all defined terms
in this SLA shall have the same meanings as defined in the Agreement.

Service Availability (SA)
“Service Availability” means the aggregate percentage of hours in a calendar month during which the Data Center Services are actually available for use by the Customer.
Fault
“Fault” means a failure to meet the applicable service level set out in this SLA.
Total Time (TT)
“Total Time” means the total number of hours in a calendar month.
Example: In a 30-day calendar month → 30 × 24 = 720 hours.
Emergency Maintenance
“Emergency Maintenance” means maintenance carried out under conditions or situations which pose a danger to the system, equipment, network, facilities, or life. Such maintenance must be attended to immediately.
- Apps 365 shall make reasonable efforts to notify the Customer in advance.
- However, depending on the urgency, Apps 365 may notify the Customer at the earliest opportunity after performing the emergency maintenance.
Excused Unavailability (EU)
“Excused Unavailability” means the agreed aggregate number of hours in any month that Apps 365 may use for troubleshooting or upgrades intended to improve the services.
- Such unavailability will be subject to prior written consent and confirmation from the Customer.
- Emergency Maintenance shall be considered part of Excused Unavailability.
Planned Unavailability (PU)
“Planned Unavailability” means the aggregate number of hours in a month during which services are unavailable at the request of Apps 365 to perform preventive or routine maintenance.
Planned Unavailability shall meet the following conditions:
a. The Customer is notified at least 48 hours in advance, and
b. The activity is performed during a standard maintenance window (11:00 PM – 6:00 AM local time of the Data Center), or
c. If outside the standard window, the maintenance time is pre-approved by the Customer (via telephone, e-mail, or fax).

Nothing herein restricts Apps 365 from performing Emergency Maintenance as needed. The Customer may also request Planned Unavailability for maintenance of Customer-owned material.

Examples of Planned Unavailability activities include (but are not limited to):

Anti-virus and patch updates
Routine preventive maintenance
Maintenance of utilities such as AC, UPS, or Server Room
Application version upgrades
Scheduled or Customer-requested cold backups

Service Unavailability (SU)
“Service Unavailability” means any unscheduled disruption or failure in Data Center Services provided by Apps 365 as per the executed Sales Order.
Exceptions
“Exceptions” mean events or conditions described in Section 5 of this SLA, the occurrence and duration of which shall not constitute Service Unavailability.
Trouble Ticket
“Trouble Ticket” means a ticket issued with a unique identification number, confirming the logging of a Customer complaint with Apps 365 regarding Service Unavailability. This is generated when the Customer reports a fault through the agreed reporting method.
Rebates
“Rebates” means rebates payable in accordance with this SLA.

2. Service Availability

Service Availability Calculation – Service Availability is calculated as follows:((TT) – (EU) – (PU)– (SU)) X 100 Service Availability = ((TT) – (EU) – (PU))
Service Availability and Rebates
If the Service Availability during the month under consideration is less than 99.9 %, this will lead to SLA violation and Apps 365 shall provide Rebates to “Customer” as set out herein.

3. Fault Reporting Process

Any Service Unavailability should be reported to Apps 365 Service Desk, which is open 24 hours a day, 7 days a week.
The Apps 365 Service Desk shall have a Trouble Ticket opened for the “Customer” and “Customer” shall quote the Trouble Ticket Number in all future communication.
The “Customer” must provide the necessary information and cooperation required by Apps 365 to enable Apps 365 to diagnose and remedy the Fault.
Upon opening of a Trouble Ticket, Apps 365 shall investigate the reported Service Unavailability and shall promptly use best industry standard efforts to rectify the same.

Service Availability in each Monthly Period	Rebates in terms of Service Extension for the Affected Service
99.9% or greater	No Service Extension
99.9% to 99%	Services Extension for 2 days
99% to 98%	Services Extension for 4 days
98% to 97%	Services Extension for 6 days
Less than 97%	Services Extension for 8 days

Work around any technical limitations in the application.
Reverse engineer, decompile, or disassemble the application, except and only to the extent that applicable law expressly permits, despite this limitation.
Make more copies of the application than specified in this agreement or allowed by applicable law, despite this limitation.
Publish or otherwise make the application available for others to copy.
Rent, lease, or lend the application.
Transfer the application or this agreement to any third party.

4. Eligibility for Rebates

Rebates will only be applied to a Fault for which a Trouble Ticket is logged.
The Rebates for Service Availability set out in Section 3.2 are calculated on a per-incident basis and measured as a percentage of availability over a calendar month. For the avoidance of doubt, (a) Rebates are not calculated on a cumulative basis, and (b) periods of outage are not aggregated for the purposes of any Rebate calculation.
The “Customer” must request Rebates in writing giving details of the Fault to which the Rebates relate. If the “Customer” fails to make such request within 30 days of the end of the calendar month for which such Rebates are due:
the “Customer” shall be deemed to have waived the Rebates for that calendar month
any claims that it may have in relation to such Faults; and
Apps 365 will not be liable for such Rebates
Following the calculation of the Rebates, the applicable service extension will be applied at the end of the Service Term.
In the event of any dispute between Apps 365 and “Customer” in respect of any Rebates, Apps 365 and the “Customer” will work in good faith to resolve such a dispute.

5. Exceptions

Apps 365 shall not be responsible for any Service Unavailability to the extent that such Service Unavailability results from any of the following events:

Use of single power source equipments without static transfer switch for utilizing available redundant power supply
Any interruptions resulting from defects or failures in or use of the “Customer” Equipment or any Services or any facilities provided or operated by or on behalf of the “Customer”,
Incomplete, inaccurate information provided by the “Customer” to Apps 365;
The performance of traffic exchange points, including Internet networks or exchanges controlled by any third parties
Any delay or failure in complying with any of the “Customer”’s obligations under the Agreement;
Planned Unavailability
DNS issue outside the direct control of Apps 365.
Failure of the “Customer” links, access circuits, local loop or any network not owned or managed by Apps 365.
Time taken during offline backups, either planned or requested by the “Customer” after advance intimation
Damage to or faults in the equipment resulting from (i) accidents, (ii) transportation, (iii) neglect and/or misuse by “Customer” or its authorized representatives;
Use of any Application services by “Customer” for purposes other than that for which it was acquired
Any act or omission on the part of the “Customer” including but not limited to failure to notify the Service Desk of a Service Unavailability
Events or occurrences that result in “no trouble found” Trouble Ticket, as confirmed by “Customer”
An interruption where the “Customer” elects not to release a Service for testing and repair and continues to use it on an impaired basis.
Regulatory events.
Any abuse or fraud failure to comply with the Apps 365 “Rules & Regulations” and “Acceptable User Policy” on the part of “Customer” and its end-user.
Any Force Major event as described in this Agreement.

The period of any fault commences from the time the Trouble Ticket is logged by the Apps 365 Service Desk until the time that Apps 365 notifies the “Customer” that the Fault is remedied. Accordingly, the time period of calculation of any applicable Credits shall begin from the time that the Trouble Ticket is actually logged by the “Customer”.