SERVICE LEVEL AGREEMENT

This Service Level Agreement (“SLA”) is an addendum to the Terms of Service (“TOS”) governing the use of Services, provided by Madison Cloud, Inc. (“Madison Cloud”), by the Customer. All capitalized terms used that are not expressly defined shall have the meaning set forth in the Terms of Service.

1. Service and Management Commitment

Madison Cloud will use commercially reasonable efforts to make the Services available with a monthly uptime percentage of at least 99.99%, in each case during any monthly billing cycle (the “Service Availability Commitment”). In the event that the Services do not meet the Service Commitment, the customer will be eligible to receive a Service Credit as described below.

Standard phone support is available Monday-Friday between 9am and 6pm EST. Email and online support are available 24 hours per day, 7 days per week.

2. Downtime Period

Downtime is a period of one or more consecutive minutes of loss of external connectivity or persistent disk access (“Downtime”). Partial minutes or intermittent downtime for a period of less than one minute will not be counted towards any Downtime. The Downtime will commence when the Customer is unable to access Customer Data stored via the Services and will end when access becomes available, provided that such Downtime is not due to any of the exclusions outlined below.

3. Service Credit Calculation

A “Service Credit” is an amount measured in U.S. dollars or other applicable currency that Madison Cloud will apply against a Customer’s future payments owed to Madison Cloud, as set forth below in Section 3 of this SLA. Service Credits are not transferable, do not convert to cash refunds or refunds in any other form, and expire one (1) month after the date of issue. Service Credits are the sole and exclusive remedy available to the Customer for any Downtime.

Service Credits shall be issued according to the following schedule:

Cumulative Unavailability (Minutes per Month) Service Credits
(% of Monthly Fee of affected Services)
6-1205%
121-36015%
361-144025%
1440 and above35%

4. Requesting Service Credits

To be eligible for Service Credits, an affected Customer must notify Madison Cloud via email to servicedesk@madisoncloud.com within fifteen (15) days of the Downtime (“Credit Claim Period”). This request must include the dates, times, and duration of the Downtime. Once Madison Cloud confirms the Downtime and approves the claim, the corresponding Service Credits will be applied automatically to the invoice issued in the month following the applicable Downtime. Failure to request Service Credits or provide the required documentation supporting the requests during the corresponding Credit Claim Period will make the Customer ineligible for Service Credits for the applicable Downtime.

The Customer must be current on all outstanding invoices in order to be eligible for the Service Credits. No Service Credits will be extended if the Customer is delinquent in its payment of outstanding invoices.

5. SLA Exclusions

This SLA only applies to unplanned Downtime of the Services in standard operating conditions. Exclusions include, but are not limited to, the following:

(i) Unavailability of the Services during scheduled maintenance windows, emergency maintenance or any other agreed-to scheduled Downtime;

(ii) Downtime caused by failures of third-party systems or services that are outside of Madison Cloud’s control;

(iii) Downtime resulting from modifications or changes of the operating system, database, application code or other Customer code, not provided by Madison Cloud;

(iv) Any availability or outage impact related to Customer-side security breaches or compromised service credentials;

(v) Downtime associated with improper use of the Services (credentials, call sequence, method formats, etc.) or as a result of violating Madison Cloud’s Acceptable Use Policy;

(vi) Any Downtime that resulted from act or omission of Customer, a Customer’s end users, any party acting on the Customer’s behalf or any other third party not under the control or responsibility of Madison Cloud, including but not limited to Customer failure to provide Remote Hands or adhere to Madison Cloud’s instructions related to the operation of the Service;

(vii) Any external factor affecting Customers from making use of Services;

(viii) Unavailability of access to volumes encrypted by the Services, resulting from Customer’s: (a) failure to provide the encryption password, (b) failure to enter the encryption password in a timely manner, or (c) loss of the encryption password;

(ix) Any Downtime associated with a failed motherboard on a private server in a non-highly-available configuration (as an alternative to Service Credits under these circumstances, Madison Cloud offers Next-Business-Day replacement under this SLA);

(x) Suspension or termination of services pursuant to the TOS;

(xi) Any Service outage due to Force Majeure as defined in TOS;

(xii) Any Downtime caused as a result of the Customer’s equipment, software or other technology; or

(xiii) Downtime caused as a result of abuses or other behaviors that violate this SLA or Madison Cloud’s Acceptable Use Policy.

6. Periodic Review

This SLA is valid during the Term, as set forth in the TOS. This SLA should be reviewed at a minimum once per fiscal year or as otherwise set forth in an applicable Order; however, in lieu of reviewing during any specified period, the current SLA will remain in effect.

Both Madison Cloud and the Customer are responsible for facilitating regular reviews of this SLA. Madison Cloud may in its sole discretion modify this SLA from time to time, provided all modifications are communicated to the Customer. Customer’s continued use of the Services following the posting of a change notice or new SLA on Madison Cloud’s website will constitute Customer’s acceptance of the change (provided that any material change to the SLA will not apply retroactively to any event that occurred prior to the date of posting such material change).

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