TekCloud Service Agreement

Transcription

1 Severity This ( Service Agreement ) is incorporated into the Quote executed by TekLinks and Customer for TekCloud Services and sets forth the specific terms and conditions under which TekLinks shall supply the TekCloud Services described herein to Customer. The general terms applicable to such Services are contained in the Master Services Agreement ( MSA ) incorporated into the Quote by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the MSA Terminology As used herein, the following terms shall have the following meanings: Back-End Infrastructure: The back-end hardware, other Equipment, cabling, rack space, switching/ routing/network infrastructure, application software and operating software running in TekLinks Data Center that allows it to provide the Services. Cold Site Resources: Disaster recovery Equipment and software that is NOT racked but is in inventory in case of a disaster declaration. Customer Premises: The physical address for which Customer has requested TekLinks Services, as identified in the Quote. Customer Premises Equipment: Equipment that TekLinks has deployed at Customer Premises to enable Services. Data Center: The physical space within the TekLinks facility that houses the Back-End Infrastructure used to provide Services. Device: Customer servers, desktop computers or other Customer owned or provided Equipment under Management by TekLinks. Equipment: Servers, desktop computers, routers, switches and other equipment deployed to provide or enable a Service. Equipment may be owned or leased by TekLinks or Customer. Exchange: Microsoft Exchange, an -based collaborative communications server for businesses. Field Engineer: An engineer capable of providing Hands-On Field Support for Incidents. Firewall: The Customer firewall through which Services are received. Front-End Infrastructure: Front-end, User-side servers, desktop computers, routers, switches, other Equipment, application software and operating software deployed to allow Users to access the Service. Hands-On Field Support: Support provided by a Field Engineer on site at Customer s location in response to a request for support that cannot be handled by Remote Support. Hot Site Resources: Disaster recovery Equipment and software that is racked and running under continuous failover mode. Impact: The effect an Incident is having on the Customer Organization. Impact, for the purpose of TekLinks support, is measured in three levels: Low More of an irritation than a stoppage; Medium Business is degraded, but there is a reasonable workaround; High Major business processes are stopped. Incident: A problem or outage adversely affecting the Service or Customer s or its Users ability to access and use the Service. Incident Priority: The priority assigned to a support request for an Incident. TekLinks is the sole party responsible for assigning the Incident Priority for Customer support requests. Incident Priorities are assigned based on the Impact and Severity rating derived directly from Customer input. The following Incident Priorities correspond to the following response levels: 1 Emergency Response; 2 - Urgent Response; and 3 - Normal Response, as the same are more fully described in Section 10.4 hereof. Impact HIGH MEDIUM LOW HIGH MEDIUM LOW Managed (Manage; Managing): Hosted Services for which TekLinks maintains administrative control over the Front-End Infrastructure and Customer has nonadministrative, User-level access. TekLinks is responsible for applying any and all patches, firmware updates, and "fixes" as deemed necessary. Managed TekLinks Public Version: 12/31/2013 Page 1 of 13

2 Service includes Monitoring, maintaining event logs, upto-date antivirus and infrastructure-level system backups for the purpose of Service availability and disaster recovery of the Back-End Infrastructure and the Front- End Infrastructure only. This does not include User-data or application-data backups. Maintenance is coordinated with Customer via a scheduled Maintenance Window (as defined in Section 6.6 hereof). Monitored (Monitor; Monitoring): Hosted Exchange Services for which TekLinks monitors the Service and/or Customer s Front-End Infrastructure based on alert thresholds dictated by Customer. Customer is responsible for providing a list of what is to be Monitored and a list of individuals to whom alerts should be delivered. TekLinks communicates results to Customer s designated contacts on a scheduled basis. TekLinks does not take action on alerts generated by Monitoring. Organization: A set of Users of Service defined by Customer. An Organization typically includes every employee of an individual company obtaining Service. Operating System: The base software running on Customer Device. Remote Support: Support Services that are provided remotely via the Help Desk, telephone or support (as opposed to on-site at Customer s location). Service: The TekLinks TekCloud Services described herein. Service Components: The components necessary for TekLinks to deliver a Service, including without limitation, any part of the Back-End Infrastructure or, if Managed by TekLinks, the Front-End Infrastructure, electrical power, cooling capacity, rack space, and similar components. Service Outage: A condition in which a User is completely deprived of a Service (or multiple Services) due to a failure of a system, Device, operating system, or Service which is Managed or under the direct control of TekLinks. This does not apply to planned system downtime or scheduled Maintenance Windows (as defined in Section 6.6). Severity: The level, degree or scope of Impact an incident is having on the Customer Organization. Severity, for the purpose of TekLinks support, is measured in three levels: Low One User or small group of Users is affected; Medium Department or large group of Users is affected; High Entire Organization is affected. User: An individual authorized by Customer to utilize the Service. Virtual Server: A software implementation of a machine (i.e., a computer) that executes programs like a physical machine. VPN: The Customer Virtual Private Network receiving Service. Warm Site Resources: Disaster recovery Equipment and software that is racked but NOT running under continuous failover mode. 2.0 Service Description 2.1 General TekLinks maintains and Manages Back-End Infrastructure virtual cloud computing in its Data Centers. TekLinks is responsible for Back-End Infrastructure administration tasks, Back-End Infrastructure configuration backups, capacity management planning, compute resource provisioning, and maintenance tasks to maintain the health, reliability, and availability of the Back-End Infrastructure environment. Compute resources are allocated as needed by Customer and can grow with Customer needs. Customer is responsible for installing and configuring the Front-End Infrastructure, including the Operating System and any applications and/or data. Customer is responsible for any updates and patches to the Front- End Infrastructure, Operating System and applications. Customer is responsible for any administrative tasks related to Customer Virtual Servers. Customer has administrative access to manage the Customer virtual environment with the exception of access to modify the total amount of central processing unit ( CPU ) memory and storage allocated to the Customer virtual environment. A Customer account ( Account ) is provided to manage the virtual environment. 2.2 Levels and Offerings Public Cloud A public cloud is a shared infrastructure consisting of compute (CPU and memory), storage, network and software (operating systems and applications) resources. Although this infrastructure is shared, its resources are provisioned into Customer-dedicated "pools" Private Cloud A private cloud is a Customer-dedicated infrastructure of compute (CPU and memory), storage, network and software (operating system and application) resources, TekLinks Public Version: 12/31/2013 Page 2 of 13

3 providing for many of the physical security controls required by various compliance regulations including, but not limited to: HIPAA, PCI-DSS and others Hybrid Cloud A hybrid cloud is a combination of public cloud and private cloud resources based on Customer requirements. 2.3 Availability Dependencies The availability of Service is dependent on available space, power, hardware and available network connectivity within a given Data Center. TekLinks reserves the right to limit availability of Service based on availability of space, power, hardware or network connectivity. TekLinks also reserves the right to limit Service availability in the event that necessary Service Components are either unavailable or unattainable at a reasonable cost to TekLinks. 3.0 Service Features 3.1 Compute Resources Compute resources such as processor, memory, and disk storage are available to be allocated to Customer as Customer needs evolve and grow. TekLinks regularly reviews capacity, utilization and demand trends in order to forecast capacity requirements, and typically has sufficient capacity on-hand to meet Customer growth requirements. Some restrictions apply. 3.2 Management Portal TekLinks maintains a portal system for the Management of Virtual Servers. TekLinks will make portal access available to Customer. (This feature does not apply if the Management option is selected.) 3.3 Service Reporting Service availability, usage, and capacity reports are generated on a monthly basis and are available to Customer upon request. TekLinks Customer support or the Account manager assigned to Customer will provide a copy of these reports. 3.4 Monitoring TekLinks performs Monitoring of Service availability. If Service is unavailable TekLinks support personnel are notified immediately and will begin efforts to restore Service promptly. 3.5 SPLA Licensure Customer will be required to accept SPLA licensure for the Microsoft software to be used in the cloud environment. SPLA licenses may be available at a discounted rate if Customer has Software Assurance from Microsoft. 3.6 Limitations This Section intentionally left blank. 3.7 Exceptions This Section intentionally left blank. 4.0 Service Options The following options may be added to TekCloud Services. Description of Service options herein in no way entitles Customer to the available features, unless specified by TekLinks and Customer in the signed Quote or signed evaluation of a Service Change request. Separate Service Agreements may apply to such options. Options described below may have additional cost associated with them. Options described below may not be compatible with all variants of the TekCloud Service. 4.1 Data Replication Services Customer is responsible for developing and maintaining any relevant disaster recovery plans and procedures. Recovery Times and Recovery Points vary greatly based on many design variables. This Service option makes no warranty that Customer Recovery Time Objectives ( RTO ) and Recovery Point Objectives ( RPO ) will be met. Professional Services are available to assist Customer with disaster recovery planning solutions to address such needs VM-Based Replication Services TekLinks provides virtual machine ( VM ) based replication technologies to replicate Customer data from a primary virtual TekCloud environment to a secondary virtual TekCloud environment. TekLinks is responsible for all setup and configuration of this Service. For geographic separation of the secondary virtual environment, arrangements must be made at the time of initial configuration, and additional fees may apply. Pricing is based on a per-gb basis Storage-Based Replication Services TekLinks provides storage-based replication technologies to replicate Customer data from a primary storage area network ( SAN ) to a secondary SAN. TekLinks Public Version: 12/31/2013 Page 3 of 13

4 Customer is responsible for assuring sufficient access to resources and any updates to network configuration rules necessary in order to configure the Service. TekLinks is responsible for setup and configuration of the Service. For geographic separation of the secondary SAN, arrangements must be made at the time of initial configuration, and additional fees may apply. Pricing is based on a per-gb basis. 4.2 Setup Support Customer may elect to have TekLinks install and configure the Operating Systems for an additional setup fee. TekLinks will provide setup support at its then current hourly billing rates for engineering resources. TekLinks will install the base Operating System for Virtual Servers. Basic installation fees will be included for SPLA licensure purchased through TekLinks and for select open source Linux distributions. TekLinks will provide media and license keys as necessary for these Operating System installations. Additional Operating System configuration may incur additional costs. Customer-owned or general public license ( GPL ) software may be used on TekLinks Virtual Servers, but TekLinks provides no guarantee for functionality on TekLinks owned Servers for said Operating System software. Customer is responsible for providing all media and license key information to TekLinks prior to the Operating System installation for these Virtual Servers. All installation and consulting time relating to non- TekLinks Operating System software will be billed to Customer at TekLinks then current hourly billing rates. Once the Operating System installation is complete, TekLinks staff will configure the Virtual Server s networking components, setup a basic administrative User account and make the Virtual Server available to Customer. Once Customer has verified that the Virtual Server is available and functioning properly, the Service will be considered active and billing will commence. Administration and patching of the Operating System is the responsibility of Customer after Service Activation. If additional configuration work is required due to limitations of Customer network, then TekLinks reserves the right to bill Customer at its then current hourly rates for additional configuration time. support of or assistance in configuration, installation, administration, troubleshooting, maintenance, or repair of any software or network application or integration of such software or hardware application into the Customer network. Customer shall be responsible for any travel expenses incurred by TekLinks in the course of providing onsite installation service. 4.3 Backup and Recovery Customer is responsible for developing and maintaining any relevant disaster recovery plans and procedures. Recovery Times and Recovery Points vary greatly based on many design variables. This Service option makes no warranty that Customer RTO and RPO will be met. Professional Services are available to assist with Disaster Recovery planning solutions to address such needs Resource Reservations Organizations often prepare for disasters by having comparable systems available at an alternate location in the event of a disaster situation. Typically, these resources will be located in a geographically diverse location from the primary resource environment, such as an alternate Data Center. TekLinks offers two options for reserving TekCloud virtual resources for disaster recovery planning scenarios: Hot-Site Resource Reservations With Hot Site Resource Reservation Service, TekLinks provisions additional TekCloud compute resources that will be available on standby and running in continuous failover mode in anticipation of a failure of the Customer s primary resource environment Warm-Site Resource Reservations With Warm Site Resource Reservation Service, TekLinks provisions additional TekCloud compute resources that will be on standby but powered down and NOT running under continuous failover mode Disaster Recovery Testing Customer has access at all times to the virtual environment. Unless otherwise elected through complimentary Services, Customer is responsible for recovery and testing of any applications, databases, system files and data files. Customer is also responsible for efforts related to joining servers to existing domains, updating DNS and other disaster recovery exercises. TekLinks is NOT responsible for and will not be obligated to provide any support of or assistance in configuration, installation, administration, troubleshooting, maintenance, or repair of such Customer Equipment or integration of such Customer Equipment into Customer s internal network. TekLinks is NOT TekLinks labor and consulting outside the scope defined responsible for and will not be obligated to provide any in this Agreement will be invoiced to Customer on a time TekLinks Public Version: 12/31/2013 Page 4 of 13

5 and materials basis at TekLinks then current hourly billing rates. TekLinks reserves the right to limit and/or propose alternate test scheduling for Customer in the event that another customer has declared a disaster or is conducting a confidential disaster recovery test, in which case TekLinks will use commercially reasonable efforts to notify Customer in a timely manner in the event that Customer s access to reserved resources will be limited or denied Disaster Declaration and Usage Customer has access at all times to the virtual environment. In the event of a disaster, Customer is not required to declare its intention to use contracted virtual resources. The schedule fees cover TekLinks cost of having the reserved resources available for Customer s use. Additional labor or consulting must be scheduled and will be invoiced to Customer on a time and materials basis at TekLinks then current hourly rates TekCare Server Management DR If Customer has an Agreement for server Management covering its production environment, TekLinks offers TekCare Server Management Disaster Recovery Services to cover Management of Customer s reserved resources. See TekCare Service Agreement at TekVault TekLinks offers a Managed backup and recovery service to TekCloud Customers for the purpose of backing up User and application data. TekLinks recommends utilizing this Service for backing up TekCloud Virtual Servers. See TekVault Service Agreement at Professional Services TekLinks offers the following Professional Services for an additional fee: addresses how the Customer will restore information technology systems in the event of a disaster. TekLinks engineers specialize in disaster recovery planning and can assist Customer in all phases of planning, implementation and testing of those Services. 4.4 SPLA Licensure TekLinks resells select Operating System and application software under various Service Provider Licensing Agreements(SPLAs). Customer may obtain this software from TekLinks at a monthly fee. Customer is responsible for limiting use and distribution of provided software based on software manufacturers licensing terms. 4.5 Server Monitoring With a Monitored Service option, TekLinks Monitors a Device, server, or Service based on alert thresholds dictated by Customer. TekCare Monitoring is a component of any Managed Device offering, and is available as a standalone Service for non-managed devices. NOTE: This Service option does not cover the Monitoring of workstation-based Operating Systems. For details of Monitored Service options, see the TekCare Service Agreement which is found at Management TekLinks offers upgraded server Management for a monthly fee. Upgraded Management includes: Business Continuity and Disaster Recovery Planning TekLinks will work with Customer to formulate a business continuity plan (BCP).The business continuity TekCare Management Service is available for plan will include business impact analysis, identification Equipment residing in a TekLinks Data Center. of critical systems and documents or records, TekLinks is responsible for applying any and all patches, procedures/processes for continuance of firmware updates, and "fixes" as deemed necessary by a operations/critical system failover, contact and TekLinks engineer. communication plans and work area management All maintenance is coordinated with Customer via TekLinks will also work with Customer to develop a scheduled monthly Maintenance Windows. A disaster recovery plan (DRP). The disaster recovery plan maintenance reminder is sent no less than 24 hours TekLinks Public Version: 12/31/2013 Page 5 of 13 Advanced SNMP or WMI-based Monitoring Advanced Operating System installation support Operating System post-installation support Operating System and application patching Event Log maintenance Up-to-date antivirus software Infrastructure-level system backup for the purpose of availability and disaster recovery only. (This does not include User or application data backups).

6 prior to scheduled maintenance and a follow-up report is given to Customer no more than 48 hours after scheduled maintenance. For details on Managed Service options, see the TekCare Service Agreement which is found at Internet Bandwidth Bandwidth for internet traffic is available for TekCloud Customers. This Service is typically offered on a per- Mbit basis. For additional information, see the TekConnect Service Agreement found at Firewall Services TekLinks offers Managed Firewall security Services that includes a variety of Firewalls. Customers is required to maintain a firewall in front of the TekCloud Virtual Server. See the TekCare Service Agreement found at for additional information. 4.9 DNS and Domain Name Registration TekLinks operates a geographically redundant Domain Name Service ( DNS ) platform for Customer use. TekLinks will assist in the registration or modification and migration of domain registration records to TekLinks primary and secondary domain name servers. TekLinks will provide primary and secondary hosting of such DNS records. See the TekWeb Service Agreement at for additional information Load Balancing TekLinks offers a load balancing Service. This Service tracks network sessions and server availability in real time, directing each session to the most appropriate server. This Service is available for additional monthly fees on a per-real Server basis. A Real Server is each distinct Internet protocol address configured in the load balancing Devices and designated as a valid destination for sessions Outbound SMTP Relay Services TekLinks will provide an simple mail transfer protocol ( SMTP ) gateway service for Customer Devices to be integrated with Service. SMTP authentication is required to access this Service. TekLinks retains the right to suspend Service if abuse or misuse is suspected. TekLinks is the sole party responsible for determining which activities constitute abuse and misuse Services TekLinks offers a variety of services as separate products. See TekEx Service Agreement or TekMail Service Agreement for additional information, Additional Data Center and Network Requirements If Customer requires additional infrastructure for its Virtual Servers, including, without limitation, Ethernet ports, fiber ports, cross-connects, cabling, IP Addresses, and special network configurations, TekLinks may make the same available depending on Customer s circumstances. There may be additional costs associated for these items Hands-On Field Support Hands-On Field Support is available 24 hours a day, 7 days a week, subject to the availability of a qualified Field Engineer at the time the Incident is reported. TekLinks makes no warranty of response time for such Incidents requiring Hands-On Field Support. Best effort will be made to provide Field Engineer resources in a timely manner. TekLinks will be responsible for notifying Customer that Remote Support is not possible or feasible for a reported Incident and that the request for support will be classified as a Hands-On Field Support Incident. After such notification Customer has the right to request that all further troubleshooting or work on request be halted and that the ticket be closed. Tickets so closed will not be subject to further charge. If Customer does not request a halt to all troubleshooting and/or work relating to Hands- On Field Support, then Customer assumes all responsibility for the escalation of the support request to Hands-On Field Support Incident status. Each Hands-On Field Support Incident shall have a minimum of one (1) hour of TekLinks time included. No free Hands-On Field Support Incident are included within this tier of Service. Hands-On Field Support is available at hourly, block, or emergency rates. Hands-On Field Support includes no warranty or representation with respect to support other than as included in the MSA. TekLinks expressly disclaims any warranties related to hardware replacement, software replacement, vendor warranties, vendor support calls, programming assistance, project management and additional product features. TekLinks Public Version: 12/31/2013 Page 6 of 13

7 4.15 Upgrades 5.4 Service Upgrades & Modifications TekLinks offers hardware upgrades of the following types for a monthly fee: Virtual Server, per server vcpu, per GHz RAM, per GB Allocated storage, per GB 5.0 Service Delivery 5.1 General It is Customer s responsibility to ensure that all Users computers are able to connect to Service and are configured properly. This includes, but is not limited to, Ethernet switches, Ethernet cabling, workstations, Customer-owned servers and operating systems. TekLinks will ensure that each Virtual Server is connected properly to the TekLinks network. 5.2 Installation Upon receipt of the signed Quote, TekLinks will create a virtual environment based on Customer-provided specifications (processor speed, memory, and disk storage requirements) and will make the same available for IP network access via the TekLinks network and the general Internet. TekLinks will provision one or more of the following for the TekCloud Service as required: Virtual Environment Allocate Compute Resources o Processor o Memory o Storage Network Infrastructure o vnics (up to 2 included at no cost) o VLANs (up to 3 per Customer included at no cost) o Subnets (up to /26 included at no cost) o Routing (1 VRF per Customer included at no cost) Web-based management access Additional quantity of units above may be available at additional cost. Where units are defined as per Customer the sum of units allocated though all other TekLinks Services shall count toward total. TekLinks may use other methods to provide Customer with equivalent Service. TekLinks reserves the right to replace Customer Service with equivalent or upgraded Service at any time during the Term of the Agreement. TekLinks will make an effort to coordinate any such Service change with Customer prior to such change. If TekLinks is unable to coordinate an acceptable time for a Service change with Customer, TekLinks reserves the right to make such a Service change during a scheduled Maintenance Window. 6.0 Service Support 6.1 Authorized Contacts TekLinks provides reliable and secure Managed Services by requiring that all Technical Support and information requests come only from Customer s documented Authorized Contacts. Customer shall provide an Authorized Contact List which will contain at minimum one primary Administrative/Billing Contact and one Emergency IT contact, and may contain as many Authorized Contacts as desired. The Authorized Contact List will include the name, address and phone number for each Authorized Contact. The Administrative/ Billing Contact and Emergency IT contact are authorized to request Service Changes and to change the Authorized Contact List. The Emergency IT Contact will receive emergency maintenance or Service-related correspondence from TekLinks. Requests for configuration information or Service Changes are accepted only from Authorized Contacts via , fax or phone. Customer is responsible for ensuring Authorized Contact information is accurate and requesting any updates that are needed. 6.2 Support/Helpdesk Customer must contact TekLinks Technical Support to report Service Incidents. TekLinks Technical Support will be available twenty-four (24) hours per day; seven (7) days per week; three hundred sixty-five days (365) days per year as follows: The Support/Helpdesk is staffed Monday through Friday 7:30 a.m. to 6:00 p.m. (central). Support after such hours is available for Emergency and Urgent Priority Incidents. TekLinks Technical Support provides support for 5.3 Cabling network Monitoring, trouble ticket resolution, and fault This Section intentionally left blank. isolation up to the termination point of TekLinks Equipment. TekLinks Technical Support will accept Incident support calls from any Customer representative. Requests for Service Changes or information are TekLinks Public Version: 12/31/2013 Page 7 of 13

8 accepted from any Authorized Contact per conditions and procedures described elsewhere in this Service Agreement. TekLinks will not perform any requested activity which may cause Service disruption or perform any Service Changes unless request is initiated by an Authorized Contact. TekLinks reserves the right to delay response on support tickets opened by anyone other than the Authorized Contact. Communication between Customer and TekLinks not initiated by an Authorized Contact will not be subject to SLA remedies. All communications with Customer will be in the English language. This feature is intended to support standard functionality of TekLinks Services. Remote Support services are available via telephone and . When possible, TekLinks will use the Remote Support feature to resolve Customer reported Incidents. TekLinks shall be the sole party responsible for defining when Remote Support is not possible or feasible. Remote Support: Remote Support is available Monday through Friday 7:30 a.m. to 6:00 p.m. (central). Remote Support of Devices requires Telnet, SSH, or SNMP connectivity to the Device being supported. Remote Support of servers and desktops requires web browser and Internet connectivity to the Device being supported. After-Hours Support: Support outside the Remote Support hours ( After-Hours Support ) is available for Emergency and Urgent Priority Incidents. TekLinks shall be the sole party responsible for defining which issues shall be classified as Emergency or Urgent Priority Incidents based on the Severity and Impact described by Customer when reporting the Incident. Hands-On Field Support: Any onsite repair of hardware is the responsibility of the manufacturer during any warranty period. If requested by Customer, TekLinks can assign a Hands-On Field Support service request to a TekLinks Field Engineer as set forth in Section 4.2 hereof. 6.3 Configuration Changes This feature is available on Devices located in a TekLinks Data Center and Managed by TekLinks. In cases where TekLinks has deployed Equipment at Customer Premises in order to enable a Service, this feature is available on Devices located on Customer Premises. Configuration changes include, but are not limited to: TekLinks Public Version: 12/31/2013 Page 8 of 13 IP changes (routing, renumbering) ACL modifications Account administration TekLinks has the right to modify or make exceptions to this list at any time. Past exceptions do not grant or imply a future exception. This feature does not include engineering design Services. Customer shall be responsible for any engineering design Services that may be required to make configuration changes. TekLinks shall be the sole party responsible for determining if engineering design is required to make configuration change. TekLinks shall be the sole party responsible for determining which configuration changes shall be allowed and performed under the terms of this feature. This feature is intended to support functionality of TekLinks Services. TekLinks shall be the sole party responsible for defining which issues shall be classified as incidents and treated based on the Hands-On Field Support feature. Certain types of support shall always be classified and treated under the terms of the Hands-On Field Support feature. This list includes but is not limited to: Engineering design Carrier technologies (MPLS, VPLS, AtoM) Equipment replacement or upgrade TekLinks has the right to modify or make exceptions to this list at any time. Past exceptions do not grant or imply a future exception. 6.4 Moves, Adds, and Changes Customer has the option to request upgrades to the allocated resources (storage, memory, CPU, number of VMs) and features during the Term of the Agreement. Such Service Changes will be effected according to Section III, Requests for Services Changes, of the MSA and will be reflected in the next billing cycle following the effective date of the Service Change. Reductions in Services will be effective on the billing cycle following the effective date of the change. Reductions in Services may result in early termination charges. 6.5 Remote Hands This Section intentionally left blank.

9 6.6 Maintenance Maintenance windows for disruptive work to Service will be limited to Thursday evenings from 9:00 p.m. 5:00 a.m. (central) ( Maintenance Window ) with no requirement of notification to Customer prior to maintenance. During the Maintenance Window, all standard maintenance and planned minor changes to Services are performed. TekLinks will attempt to schedule all changes to the Service which may result in Service interruption ( Planned Major Changes ) during the weekly Maintenance Window, except in cases where impact to Service will be minimized by alternate scheduling. Planned Major Changes will be posted to the online maintenance calendar two (2) weeks in advance of scheduling. The TekLinks Maintenance Calendar is available online at colo.teklinks.com. Service SLAs do not apply during Maintenance Windows and Planned Major Changes. TekLinks reserves the right to perform emergency support or network maintenance as needed outside the weekly Maintenance Window, in which case TekLinks will make a reasonable effort to notify Customer if feasible under the circumstances. Any such maintenance will be considered emergency maintenance. All Service SLAs will apply during such emergency maintenance. Customer is responsible for reviewing the TekLinks Maintenance Calendar weekly for current information regarding scheduled maintenance. Customer is responsible for maintaining an up-to-date Authorized Contact List with TekLinks. TekLinks will not be held responsible for maintenance notifications missed due to an out-of-date Authorized Contact List. Customer is responsible for notifying TekLinks in writing if it requests that disruptive maintenance be performed outside of the Maintenance Windows. 6.7 Backup and Recovery TekLinks will maintain backup of configurations for Back- End Infrastructure systems used to provide Services and base Operating Systems software for Managed Devices as described in the Quote. Configuration backups will not protect applications or external systems related to Device. Configuration backups will not protect Customer data. Examples include but are not limited to: External computers, servers, workstations or mobile devices SSL VPN configurations Active Directory or RADIUS account information Configuration backups will not protect devices which are not covered by Service. Customer is responsible for maintaining Service on all Devices in a common cluster. TekLinks reserves the right to deny recovery assistance if Customer has only purchased Service for one Device out of a cluster of similar Devices. Examples include but are not limited to: Purchasing service on one router of a redundant pair Purchasing Service on one switch in a StackWise cluster Recovery assistance shall include installation of base Operating System software and reapplication of last Device configuration that has been successfully backed up. 6.8 Notifications If requested by Customer in writing, TekLinks will notify Customer within fifteen (15) minutes of a Service Outage via notification. Customer is responsible for providing up to two (2) addresses for Service Outage notifications. 6.9 Support Limitations TekLinks Technical Support is not responsible for end- User support of issues not directly related to Service. This includes (but is not limited to) Customer Front-End Infrastructure and operating systems, Customer Equipment, or Customer application support. 7.0 Billing 7.1 Service Activation Date 7.2 Service Activation Date Billing for the Service will begin on the Service Activation Date. The Service Activation Date shall be the earlier to occur of: 1) The date on which Service is activated on the first newly contracted Customer Device by TekLinks. 2) Ninety (90) days after the date on which this Agreement is signed by Customer. TekLinks Public Version: 12/31/2013 Page 9 of 13

10 Customer is responsible for ensuring TekLinks has the ability to install any necessary software or Equipment necessary to deliver Services in a timely fashion. 7.3 Billing and Payment Terms Billing and payment terms are set forth in Section X, Billing and Payment Terms, of the MSA. 8.0 Customer Requirements 8.1 General Customer s general obligations for Service are set forth in Section VI, Customer Responsibilities, of the MSA. Customers are expected to be familiar with VMware functionality regarding resource allocation within the purchased resource reservations, to include CPU, memory, and disk. 8.2 Equipment Equipment Requirements Customer is responsible for all Equipment used to access Service Equipment Configuration Customer is responsible for all Equipment configuration changes not specifically outlined herein. Customer is responsible for any Equipment modifications necessary at Customer Premises to accommodate Service outlined herein Equipment Maintenance and Failure TekLinks is responsible for the maintenance and/or replacement of the Equipment used by TekLinks to provide the TekCloud Service Bandwidth Requirements Customer is responsible for maintaining adequate Internet connectivity and bandwidth sufficient to support proper functionality of this Service Other TekLinks recommends that Customer require all Users to abide by a good password policy. It is Customer's and Users responsibility to keep passwords confidential, and to change passwords on a regular basis. TekLinks is not responsible for any data losses or security issues due to stolen or hacked passwords. TekLinks recommends the use of passwords that contain letters, numbers, and symbols to lessen the chance of unauthorized access. TekLinks support does not have access to existing passwords. For security reasons, TekLinks support can only reset passwords. 9.0 Service Conditions Conditions to TekLinks performance of Services for Customer are set forth in Section II.B, Service Conditions, of the MSA Service Level Agreements 10.1 General TekLinks will be the sole party to determine whether TekLinks has met the SLAs specified herein. Customer must at all times cooperate with TekLinks in testing, determining, and verifying that a qualifying Service Outage has occurred Service Credit Request Process and Limitations In order to receive any of the SLA credits specified herein for Service (each, a Service Credit ), an Authorized Contact must immediately notify TekLinks Technical Support of an Incident within the TekLinks Service that results in the inability of Customer to access Service ( Service Outage ). A Service Outage does not include an outage that occurs during scheduled Maintenance Windows or Planned Major Changes. TekLinks Technical Support will investigate the reported Service Outage and assign a Trouble Ticket number. Once TekLinks determines that a substantiated Service Outage that could qualify Customer for the Service Credit has occurred ( Verifiable Trouble Ticket ), then Customer may request a Service Credit within thirty (30) days after the event giving rise to the Service Credit by contacting TekLinks Technical Support and asking for a Service Credit escalation. A Verifiable Trouble Ticket must accompany Customer s request for any Service Credit. Service Credits should appear on Customer s bill for the Service within two (2) billing cycles, after such Service Credit has been approved by TekLinks. In any calendar year, Customer s aggregated Service Credits may not exceed, for any Service, three (3) months worth of the monthly Service Fee for the affected Service. In any billing month Service Credits may not exceed, for any Service, fifty percent (50%) of the monthly Service Fee for the affected Service. For purposes of calculating Service Credits, the monthly Service Fee shall mean the monthly recurring charge for TekLinks Public Version: 12/31/2013 Page 10 of 13

11 such Service, but excluding, in all cases, (i) any monthly recurring fees for the Service options (e.g., data replication or SPLA licensure Service); (ii) all one-time charges; and (iii) any monthly recurring charge for Equipment for such Service ( MRC ). Service Credits are exclusive of any applicable taxes charged to Customer or collected by TekLinks SLA Exclusions Global SLA Exclusions SLAs do not apply and TekLinks is not responsible for failure to meet an SLA resulting from: Misconduct of Customer or Users of Service Failure or deficient performance of power, Equipment, services or systems not provided by TekLinks Delay caused or requested by Customer Service interruptions, deficiencies, degradations or delays due to any access lines, cabling or Equipment provided by third parties Service interruptions, deficiencies, degradations or delays during any period in which TekLinks or its representatives are not afforded access to the premises where access lines associated with Service are terminated or TekLinks Equipment is located Service interruptions, deficiencies, degradations or delays during any period when a Service Component is removed from Service for maintenance, replacement, or rearrangement purposes or for the implementation of a Customer order or by Customer staff Customer s election to not release a Service Component for testing and/or repair and to continue using the Service Component Force Majeure Events, as described in Section XV, Force Majeure, of the MSA. Failure of Customer to provide suitable secure environment for on premise Devices including but not limited to: secure mounting/racking, appropriate cooling and air handling, security from theft, loose wires bundled neatly, etc. Failure to adhere to TekLinks recommended configurations on unmanaged equipment. Over 30 day past due balance on any billing or Service with TekLinks In addition, Service Credits do not apply (a) if Customer is entitled to other available credits, compensation or remedies under Customer s Service Agreement for the same Service interruption, deficiency, degradation or delay, (b) for Service interruptions, deficiencies, degradations or delays not reported by Customer to TekLinks, (c) where Customer reports an SLA failure, but TekLinks does not find any SLA failure, and (d) when Service is dependent upon other Service with lower SLA. If Customer elects to use another provider or method to restore Service during the period of interruption, Customer must pay the charges for the alternative Service used Service SLA Exclusions This Section intentionally left blank SLA Classifications and Goals Availability Service Availability SLAs apply only when Service is completely unavailable due to an Incident. After Customer opens a Trouble Ticket on the Service issue, TekLinks Technical Support will classify the issue. If TekLinks Technical Support determines that Customer Service is 100% unavailable, the issue will be categorized as a Service Availability issue and all SLA remedies applicable to Service Availability will apply. Any SLA remedies not specifically defined as Service Availability SLAs will not apply. TekLinks Public Version: 12/31/2013 Page 11 of 13 Goal 99.99% availability ~4.32 minutes downtime monthly based on a 30-day month Performance Remedy Each hour Service is unavailable above SLA goal qualifies Customer for a Service Credit of 5% of MRC up to a maximum of 50% of MRR for affected Service. Service Performance SLAs apply if Service is available in a degraded state. After Customer opens a Trouble Ticket on a Service Incident, TekLinks Technical Support will classify the Incident. If TekLinks Technical Support determines that Customer Service is available albeit with performance degradation, the Incident will be categorized as a Service Performance Incident and all SLA remedies applicable to Service Performance will apply. Any SLA remedies not specifically defined as Service Performance SLAs will not apply. Service Performance SLA credits will not be given if Service

12 Availability SLA credits are requested on the same Incident. There are no Service Performance SLA Goals with this Service. Goal N/A Other Remedy N/A Other SLAs apply whenever a SLA goal has not been met. Other Service Credits will qualify for consideration even when Service Availability or Service Performance Service Credits are requested against the same Customer Incident Initial Incident Response The Initial Response SLA goal is measured from the time an Incident is first reported to TekLinks by Customer until TekLinks responds to such Incident with an initial or phone call. Resolution of the Incident will not be considered to be part of this Initial Response SLA goal. Incident Priority Goal Remedy Emergency Response Urgent Response Normal Response 1 hour Failure to meet the goal does not qualify Service Credit 2 hours Failure to meet the goal does not qualify Service Credit 24 hours Failure to meet the goal does not qualify Service Credit Change Request 72 hours Failure to meet the goal does not qualify Service Credit Incident Resolution / Service Repair Objective The Incident Resolution/Service Repair Objective SLA goal is measured from the time an Incident is first reported to TekLinks by Customer until such Incident has been resolved or a suitable workaround is in place to restore Service to a state of reasonable operation. Incident Resolution/Service Repair Objectives herein are stated as goals toward Mean Time to Recovery ( MTTR ) of the Service. Failure of TekLinks to meet these goals on a single Incident does not qualify Customer for Service Credits. Incident Priority Emergency Response Urgent Response Normal Response Goal 4 hours (6 hours for Customer Premises Equipment Remedy Failure to meet the goal does not qualify credit 8 hours Failure to meet the goal does not qualify Service Credit 48 hours Failure to meet the goal does not qualify Service Credit Hardware Replacement In the event of a failure of hardware or hardware components provided by TekLinks, the MTTR will be determined by the associated Incident Priority based on the impact of hardware failure to Services as outlined in the Incident Resolution/Service Repair Objectives section above. However, if the replacement hardware is not readily available from TekLinks inventory, MTTR begins at the time TekLinks takes possession of said replacement hardware. For Customer Equipment, MTTR starts at such time TekLinks receives the replacement hardware from Customer or Customer s vendor Monitoring The Service Monitoring SLA goal is measured from the time a Service Outage is detected by TekLinks Monitoring systems until such Service Outage is reported to Customer by the agreed upon notification method. The goal is considered met once the TekLinks Monitoring system sends a notification to Customer. Receipt of the notification by Customer or lack of receipt will not be considered to be part of SLA goal. Goal Remedy 20 minutes Each failure to meet the goal qualifies Customer for a Service Credit of 1% of MRC per Incident TekLinks Public Version: 12/31/2013 Page 12 of 13

13 Provisioning For purpose of the Provisioning SLA, the duration of Provisioning shall be deemed to commence upon the execution of the applicable Agreement for Service by Customer and ends when the Service has been provisioned to Customer. Goal Remedy 45 days Failure to meet the goal does not qualify Service Credit Remote Hands The Remote Hands SLA goal is measured from the time a Customer request for Remote Hands support is first submitted to TekLinks until the Remote Hands Service has been initiated by TekLinks. Goal Remedy 4 hours Failure to meet the goal does not qualify Customer for any Service Credit (End of ) TekLinks Public Version: 12/31/2013 Page 13 of 13