Service Level Agreement
EXHIBIT A: Service Level Agreement
This SLA constitutes Impact Techlabs, LLC ’s commitments regarding availability of the Services. This SLA is subject to change at Impact Techlabs, LLC ’s reasonable discretion. We will not apply the terms of a modified SLA during your Initial Service Term; however, upon renewal, the version of Impact Techlabs, LLC ’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. Examples of Non-Compliance include but are not limited to failure to report issues within the specified timeframe or unauthorized modifications to the system.” 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 a situation where you are reasonably unable to conduct activities while using the Services due to an unexpected service interruption. Outage does not include Scheduled Maintenance or emergency maintenance and excludes issues caused by factors outside of Impact Techlabs LLC’s control.” shall mean you are reasonably unable to conduct activities while using the Services. Outage shall mean a situation where you are reasonably unable to conduct activities while using the Services due to an unexpected service interruption. Outage does not include Scheduled Maintenance or emergency maintenance and excludes issues caused by factors outside of Impact Techlabs LLC’s control. 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 Impact Techlabs, LLC.
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 Impact Techlabs, LLC ’s infrastructure or systems that is wholly within Impact Techlabs, LLC ’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 Impact Techlabs, LLC. In any event, Impact Techlabs, LLC 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. Impact Techlabs, LLC 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://impacttechlab.com. As a part of maintenance, Impact Techlabs, LLC may install patches that address security vulnerabilities, but Impact Techlabs, LLC 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. Impact Techlabs, LLC 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 shall mean any act or inaction by the Customer that is not in compliance with the material terms of this SLA. Examples of Non-Compliance include but are not limited to failure to report issues within the specified timeframe or unauthorized modifications to the system., Customer shall notify Impact Techlabs, LLC within seven (7) days of the date that the Unavailability or Non-Compliance shall mean any act or inaction by the Customer that is not in compliance with the material terms of this SLA. Examples of Non-Compliance include but are not limited to failure to report issues within the specified timeframe or unauthorized modifications to the system. occurred via submitting a ticket in the Impact Techlabs, LLC management portal. Once you have submitted a ticket you may elect to call the support line as well: [ ] option 2. Impact Techlabs, LLC will respond to all Unavailability and NonCompliance incidents in the shortest time feasible, but no longer than as stated in the chart below:
| Severity Level 1 | An Outage incident affecting multiple customers | 10 minutes |
| Severity Level 2 | An Outage incident affecting a single customer | 10 minutes |
| Severity Level 3 | A non-Outage incident that adversely affects one or more customers (i.e., network latency) | 2 hours |
| Severity Level 4 | A non-Outage incident related to a redundant component failure | 3 hours |
| Severity Level 5 | a false alarm | 4 hours |
Impact Techlabs, LLC 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 Impact Techlabs, LLC in writing by submitting a ticket in the Impact Techlabs, LLC 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. Impact Techlabs, LLC 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 shall mean any act or inaction by the Customer that is not in compliance with the material terms of this SLA. Examples of Non-Compliance include but are not limited to failure to report issues within the specified timeframe or unauthorized modifications to the system. 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 Impact Techlabs, LLC ’s network or network providers, f) Impact Techlabs, LLC ’s blocking of content that Impact Techlabs, LLC deems in its sole discretion to be in violation of the AUP, g) any equipment or hardware downtime not hosted in Impact Techlabs, LLC 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 Impact Techlabs, LLC ’s reasonable control, i) a denial of service attack or unauthorized access (i.e., hacking), j) your failure to meet the terms and conditions of this SLA, k) 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) Impact Techlabs, LLC ’s administrative access in any way that prevents Impact Techlabs, LLC from performing its obligations, b) you make any modifications that prohibit a device from rebooting properly, c) you modify or delete the contents of Impact Techlabs, LLC ’s administrative directories, d) you disable or modify any software installed by Impact Techlabs, LLC 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 shall mean any act or inaction by the Customer that is not in compliance with the material terms of this SLA. Examples of Non-Compliance include but are not limited to failure to report issues within the specified timeframe or unauthorized modifications to the system. must be verified by Impact Techlabs, LLC, and approved Service Credits will be applied by Impact Techlabs, LLC 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 shall mean any act or inaction by the Customer that is not in compliance with the material terms of this SLA. Examples of Non-Compliance include but are not limited to failure to report issues within the specified timeframe or unauthorized modifications to the system. is measured from your notification to Impact Techlabs, LLC of the incident to the time the Unavailability or Non-Compliance shall mean any act or inaction by the Customer that is not in compliance with the material terms of this SLA. Examples of Non-Compliance include but are not limited to failure to report issues within the specified timeframe or unauthorized modifications to the system. has been remedied as confirmed by Impact Techlabs, LLC.
7.4 Monitoring. Impact Techlabs, LLC 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. Impact Techlabs, LLC 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 [ ] Services, Customer grants consent to Impact Techlabs, LLC to troubleshoot any technical issues that may arise as a part of your [ ]® Services. Impact Techlabs, LLC 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 Impact Techlabs, LLC at legal@impacttechlab.com; however, if you experience technical issues with [ ] that require troubleshooting, Impact Techlabs, LLC will not be able to fix such issue until we receive your consent. Performance of any troubleshooting shall not degrade or materially change [ ] Services in any way.
Service Specific Terms:
8. DESCRIPTION OF SERVICES & AVAILABILITY
Impact Techlabs, LLC 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 Impact Techlabs, LLC claim review. As a note, Impact Techlabs, LLC 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. Impact Techlabs, LLC 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 shall mean a situation where you are reasonably unable to conduct activities while using the Services due to an unexpected service interruption. Outage does not include Scheduled Maintenance or emergency maintenance and excludes issues caused by factors outside of Impact Techlabs LLC’s control. time / Total Available Minutes in One Month x 100