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Service Level Agreement

This Service Level Agreement (”SLA”) is incorporated by reference in your Ilait Reseller Agreement: Terms of Service (the “Agreement”). Capitalized terms used in this SLA shall have the meaning given in the Agreement. Direct all inquiries concerning this SLA to agreements@ilait.com.

A. Definitions

  • “Critical Error” means an error affecting accessibility and availability to the Service(s) during a five (5) minute period. The corresponding Error Report must be sent to the Ilait Emergency Response Team as set forth in the Control Panel.
  • “Limited Error” means an error affecting performance, capacity or certain functionality of the Service(s) during a fifteen (15) minute period. The corresponding Error Report must be filed using a Support Ticket in the Control Panel.
  • “Planned Maintenance” means maintenance that is announced at least ten (10) business days in advance by Ilait. Planned Maintenance is not to be performed during Business Hours as defined below. Exceptions may apply if a certain Service is deemed used primarily outside those hours.
  • “Emergency Maintenance” means maintenance that is required to maintain stability to infrastructure components and that is beyond Ilait's control, as set forth in accordance with Section E below regarding Force Majeure.
  • “Business Hours” means Monday to Friday 8:00am to 5:00pm Central Standard Time (CST) if Reseller is located in the Americas (United States of America, Latin America); or Central European Time (CET) if the Reseller is located in the EMEA (Europe, Middle-East, Africa) or the APAC (Asia-Pacific) regions.

B. Guaranteed Availability

Ilait will use commercially reasonable efforts to make the Services available at least 99.99% of the time. Availability is calculated on a quarterly basis excluding any and all Planned Maintenance, Emergency Maintenance and Limited Error correction time.

Should Ilait fail to meet the availability set forth above, Reseller shall be eligible for a credit. Credits are calculated as a percentage of the fees for the Services as follows:

Five percent (5%) of fees for each hour of downtime, up to 100% of the fees.

C. Limitations

The potential credit set forth in Article B above is subject to the restrictions of Section 4.1, Support & Availability, of the Agreement. Furthermore, Reseller is not entitled to a credit if Reseller is in breach of the Agreement (including Reseller's payment obligations to Ilait) until Reseller has cured the breach. Reseller is not entitled to a credit if downtime would not have occurred but for Reseller's breach of Agreement or Reseller's misuse of the Service in accordance to the AUP.

In order to receive a credit Reseller must file a SLA credit claim using Support Tickets from the Control Panel within thirty (30) days from the related occasion. Reseller must provide documentation in writing that the use of specified Service was adversely affected in some way as a result of the downtime to be eligible for the credit, and such documentation must prove satisfactory to Ilait in its sole discretion.

NOTWITHSTANDING ANYTHING IN THIS SLA TO THE CONTRARY, THE MAXIMUM TOTAL CREDIT FOR THE MONTHLY BILLING PERIOD, SHALL NOT EXCEED 100% OF YOUR FEE FOR THAT BILLING PERIOD. CREDITS THAT WOULD BE AVAILABLE BUT FOR THIS LIMITATION WILL NOT BE CARRIED FORWARD TO FUTURE BILLING PERIODS.

Except for the foregoing potential credit, Ilait provides no warranty with regards to its performance of support or maintenance services pursuant to this SLA. The warranty disclaimer of Section 6.2 and Section 10, Limited Liability, of the Agreement are incorporated herein, as if restated in full and shall apply to any and all support and maintenance activities provided by Ilait to Reseller.

D. Monitoring and Support

Ilait monitors infrastructure and all related Services through its Ilait NOC (Network Operation Center) at all hours. Ilait will not be monitoring Services that are managed by the Reseller or the Reseller's customer where Ilait has no explicitly agreed access or monitoring obligations.

Services not monitored by Ilait will not be deemed unavailable until a Critical Error Report has been confirmed and accepted by Ilait.

Support will be provided by Ilait only to Reseller's administrators that hold a valid account in the Control Panel. All support related inquiries are to be handled through Support Tickets in the Control Panel. Any support, error correction or maintenance obligations of Ilait detailed in this SLA are subject to the Reseller’s payment for the Services. Any termination of the Agreement shall terminate this SLA.

Ilait will endeavor to respond to all Support Tickets within four (4) hours of receipt during Business Hours.

Should Critical Errors reported to the Ilait Emergency Response Team be found to be caused, intentionally or unintentionally, by the Reseller or the Reseller's customer, Ilait reserves the right to charge troubleshooting or other actions according to its current support rates or price list.

E. Force Majeure

The term “force majeure events” shall include: fire, explosion, accident, earthquake, flood, drought, embargo, war (whether or not declared), riot, terrorist attack, governmental act, delay or failure of carriers, acts of nature, or any other contingency or delay or failure or cause beyond the control of the party affected, excluding economic conditions affecting either party. If the occurrence of any force majeure events make it impossible to continue performance of the Services under this SLA, this SLA may be terminated by Ilait upon written notice.

If a force majeure event as stated above is foreseeable to Ilait, Ilait shall notify such event to the Reseller within five (5) working days after its reasonable forecast of such event, and co-operate with the Reseller to complete all outstanding matters. In no event, shall Ilait be liable for any breach of this SLA which is caused by any force majeure events.

F. Final Provisions

The “Miscellaneous” provisions of Section 11 of the Agreement shall apply herein as if repeated in full below.

Revision 09/21/2012