Microshare Service Level Agreement

Microshare Service Level Agreement2018-11-26T17:47:29+00:00

Version 1.0 2017-06-29

This Microshare Service Level Agreement (this “SLA”) is a policy governing the use of the Included Products and Services (listed below) by you or the entity you represent (“you”) under the terms of the Microshare Customer Agreement (the “Microshare Agreement”) between Microshare, Inc. and its affiliates (“Microshare”, “us” or “we”) and you. This SLA applies separately to each account using the Included Products and Services. Unless otherwise provided herein, this SLA is subject to the terms of the Microshare Agreement and capitalized terms will have the meaning specified in the Microshare Agreement. We reserve the right to change the terms of this SLA in accordance with the Microshare Agreement.

Service Commitment

Microshare will use commercially reasonable efforts to make the Included Products and Services each available with a Monthly Uptime Percentage (defined below) of at least 99.99%, in each case during any monthly billing cycle (the “Service Commitment”).

Definitions

  • “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which any of the Included Products and Services, as applicable, was in the state of “Unavailable.” Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Microshare SLA Exclusion (defined below).
  • “Unavailable” and “Unavailability” means when the Microshare production server or running tasks, as applicable, have no external connectivity.

Microshare SLA Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of Microshare performance issues: (i) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of Microshare; (ii) that result from any actions or inactions of you or any third party, including failure to acknowledge a recovery volume; (iii) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); (iv) that result from any maintenance as provided for pursuant to the Microshare Agreement; or (v) arising from our suspension and termination of your right to use Microshare in accordance with the Microshare Agreement (collectively, the “Microshare Exclusions”).