Service Level Agreement

Last Updated: January 6, 2016

This 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 Terms of Service Agreement (the “Agreement”) between Cato Systems, LLC (“Cato Systems”, “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 Agreement and capitalized terms will have the meaning specified in the Agreement. We reserve the right to change the terms of this SLA in accordance with the Agreement.


Included Products and Services

HIPAA Cloud Files
Windows Cloud Servers
Linux Cloud Servers

Service Commitment

We will use commercially reasonable efforts to make the Included Products and Services each available with a Monthly Uptime Percentage (defined below) of at least 99.95%, in each case during any monthly billing cycle (the “Service Commitment”). In the event any of the Included Products and Services do not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.

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 “Unavailability.” Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion (defined below).

“Unavailable” and “Unavailability” mean: loss of external connectivity, disk access or database access to the Service.

A “Service Credit” is a dollar credit, calculated as set forth below, that we may credit back to an eligible account.


Service Commitments and Service Credits

Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments such as upfront payments) for any of the Included Products and Services (whichever was Unavailable, or all if all were Unavailable) during the monthly billing cycle in accordance with the schedule below.

Monthly Uptime Percentage Service Credit Percentage

Less than 99.95% but equal to or greater than 99.00%: 10%
Less than 99.00% but equal to or greater than 95.00%: 25%
Less than 95.00%: 50%

We will apply any Service Credits only against future payments for the Included Products and Services otherwise due from you. At our discretion, we may issue the Service Credit to the credit card you used to pay for the billing cycle in which the Unavailability occurred. Service Credits will not entitle you to any refund or other payment from us. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Agreement, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the Included Products and Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by opening a support ticket in the Customer Portal. To be eligible, the credit request must be received by us by the end of the first billing cycle after which the incident occurred and must include:

  • the words “SLA Credit Request” in the subject line;
  • the dates and times of each Unavailability incident that you are claiming;
  • The full URL, DNS Address or IP Address of the affected product or service; and
  • your request logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within two billing cycles following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

SLA Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of the Included Products and Services , or any other performance issues affecting the Included Products and Services: (i) that result from a suspension described in the Agreement; (ii) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the Included Products and Services; (iii) that result from any actions or inactions of you or any third party; (iv) 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); (v) that result from failures of individual servers not attributable to Unavailability; (vi) that result from any maintenance as provided for pursuant to the Agreement; or (vii) arising from our suspension and termination of your right to use the Included Products and Services in accordance with the Agreement (collectively, the “SLA Exclusions”). If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.