This Secured Cloud Services, Inc. (“SCS”, “us” or “we”) Service Level Agreement (“SLA”) is a policy governing the use of SCS Services and applies separately to each account using the Included Services. Unless otherwise provided herein, this SLA is subject to the terms of your agreement with SCS governing your use of SCS’s Services (the “Agreement”) and capitalized terms used herein but not defined will have the same meaning specified in the Agreement. In the event of a conflict between the terms and conditions of the Agreement and the SLA, the terms and conditions of the SLA shall apply, but only to the extent of such conflict. The terms of this SLA may be altered in accordance with the Agreement.
SCS provided servers, connection software, and certificates to gain access to our data center hosting facilities. Backup of data center servers, licenses required by software vendors provided by SCS, and unmetered bandwidth at the SCS data center.
SCS will use commercially reasonable efforts to make each of SCS Services available 99.9% of the time on average with a Monthly Uptime Percentage (as defined below), in each case during any monthly billing cycle (the “Service Commitment”). In the event SCS Services do not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.
- “Monthly Uptime Percentage” is calculated by dividing the difference between the total number of minutes in the monthly measurement period and any Unavailability in the measurement period, by the total number of minutes in the measurement period, the product of which is then multiplied by 100 to achieve a percentage. Monthly Uptime Percentage is calculated for each SCS Service. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion (defined below).
- “Unavailable” and “Unavailability” mean:
- For SCS Services,
- “Unavailable” and “Unavailability” expressly exclude outage periods consisting of the following:
- A failure or degradation of performance or malfunction resulting from scripts, data, applications, equipment, infrastructure, software, penetration testing, performance testing, or monitoring agents directed or provided or performed by you;
- Planned outages, scheduled and announced maintenance or maintenance windows, or outages initiated by SCS at the request or direction of Customer for maintenance, activation of configurations, backups or other purposes that require the service to be temporarily taken offline;
- Unavailability of management, auxiliary or administration services, including administration tools, reporting services, utilities, third party software components not within the sole control of SCS, or other services supporting core transaction processing;
- Outages occurring as a result of any actions or omissions taken by SCS at the request or direction of you;
- Outages resulting from your equipment, third party equipment or software components not within the sole control of SCS;
- Events resulting from an interruption or shut down of the services due to circumstances reasonably believed by SCS to be a significant threat to the normal operation of the services, the operating infrastructure, the facility from which the services are provided, access to, or the integrity of your data;
- Outages due to system administration, commands, or file transfers performed by Customer User or representatives;
- Outages due to denial of service attacks, natural disasters, changes resulting from government, political, or other regulatory actions or court orders, strikes or labor disputes, acts of God, acts of civil disobedience, acts of war, terrorism, hostility, acts against parties (including carriers and SCS’s other vendors), and other force majeure events;
- Inability to access the services or outages caused by your conduct, including negligence or breach of your material obligations under the Agreement, or by other circumstances outside of SCS’s control;
- Lack of availability or untimely response time of you to respond to incidents that require your participation for source identification and/or resolution, including meeting your responsibilities for any services;
- Outages caused by failures or fluctuations in electrical, connectivity, internet network or telecommunications equipment or lines due to your conduct or any circumstances outside of SCS’s control.
- A “Service Credit” is a dollar credit, calculated as set forth below, that we may credit back to an eligible account.
Service Credits are calculated as a percentage of the total charges paid by you (excluding professional services or other one-time fees) for SCS Services, during the affected monthly billing cycle in which the Unavailability occurred in accordance with the schedule below.