EXHIBIT SLA CloudKPI

Service Level Addendum

This Exhibit (Service Level Addendum) (“SLA”) is subject to and made a part of the attached Master Subscription Agreement (the “Agreement”).

  1. Availability. CLOUDKPI shall make the Service available 98% of the time, except as provided below. Availability will be calculated per calendar quarter, as follows:

  

                                   (total nonexcluded)      /       (total excluded)      *      100     >  98%   

           

                                                    

                                           

Where:

  • total means the total number of minutes in the calendar quarter;
  • nonexcluded means downtime that is not excluded;
  • and excluded means:
  • Any planned downtime of which CLOUDKPI gives 24 or more hours’ notice in accordance with the Agreement or via a conspicuous on-screen message in the Service. CLOUDKPI will use commercially reasonable efforts to schedule all planned downtime during the hours from 6:00 p.m. Friday to 3:00 a.m. Monday, Eastern Time.
  • Any period of unavailability lasting less than 15 minutes.
  • Any unavailability caused by circumstances beyond CLOUDKPI’s reasonable control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving CLOUDKPI employees), denial-of-service attacks, or third-party Internet service provider failures or delays.

For any partial calendar quarter during which Customer subscribes to the Service, availability will be calculated based on the entire calendar quarter, not just the portion for which Customer subscribed.

  1. Remedies. Should CLOUDKPI fail to make the Service available as set forth in Section 1 above in a calendar quarter, Customer may terminate the Agreement by providing notice of termination in accordance with Section 3 below, in which case CLOUDKPI will refund to Customer any prepaid fees for the remainder of the Service subscription term(s) following the date of termination. The remedies described in this paragraph shall be the sole remedies available to Customer for breach of this SLA.
  1. Reporting, Claims and Notices. To claim a remedy under this SLA, Customer shall send CLOUDKPI a notice, via email addressed to sla@cloudkpi.com, containing the following details:

    Billing information, including company name, billing address, billing contact and billing contact phone number

    Downtime information with dates and time periods for each instance of downtime during the relevant period

    An explanation of the claim, including any relevant calculations.

Claims may be made on a calendar-quarter basis only and must be submitted within 10 business days after the end of the applicable quarter, except where a Service subscription ends on a date other than the last day of a calendar quarter, in which case any claim related to that subscription must be submitted within 10 business days after the subscription end date.

All claims will be verified against CLOUDKPI’s system records. Should CLOUDKPI dispute any period of unavailability alleged by Customer, CLOUDKPI will provide to Customer a record of Service availability for the applicable period. CLOUDKPI will provide such records only in response to claims made by Customer in good faith.

rev. 0505

  1. General: Services designated in writing as beta, limited release, developer preview, development or test bed environments, or by descriptions of similar import are excluded from this SLA. CLOUDKPI shall have no obligations under this SLA during any period in which the customer is in material breach of the Agreement, including any period in which Customer has failed to meet its payment obligations thereunder.