vSphere as a Service - Service Level Agreement

This Service Level Agreement (this “SLA”) applies to the extent that the Contracting Party purchases CloudFire's vSphere Service as a Service (“Service”). In the event of a conflict between this SLA and the General Terms of Contract (the “General Terms”), this SLA applies, but only to the extent that such conflict has been determined. Capitalized terms not defined in this SLA shall have the meaning indicated in the General Conditions. This SLA may be modified by CloudFire at any time as provided for in the General Terms.

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1. Commitment to service availability

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CloudFire will make commercially reasonable efforts to ensure that each class of Service identified below is “Available” during a given calendar month, equal to the “Monthly Availability Commitment” for that Service, as indicated in the table below. In the event that the Service does not meet the Monthly Availability Commitment, the Contracting Party will be entitled to receive a Service Credit as described below (“Service Credit”).

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2. Calculation of availability

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The Service will be considered 'Unavailable' or in a state of 'Unavailability' if it has no external connectivity.

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The unavailability begins when the Contracting Party creates a corresponding Support request with CloudFire Support (ticket).

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3. Credits

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3.1 To have the Credit (s) recognized, the Contracting Party must make a request by opening a ticket within 10 days from the end of the Disservice. The credits recognized by CloudFire will be liquidated only by discounting the relative amount from the compensation due for the following months until the natural expiry of the existing Contract or its renewal and without prejudice to the maximum annual amount indicated in art. 11.7 of the General Conditions.

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3.2 The Contracting Party acknowledges and accepts that no refund or compensation for the damage will be due by CloudFire for the period of inactivity of the Service itself other than the credit referred to in point 1 above

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To have the Credit (s) recognized, the Partner must make a request by opening a ticket through the Portal within 10 days from the end of the Disservice. The credits recognized by CloudFire S.r.l. will be liquidated only by discounting the relative amount from the fees due for the following months.

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3.3 Sole and exclusive remedy - Service Credits are the Contracting Party's sole and exclusive remedy for any incident that occurred during the Service Term or for any other claim in connection with this SLA. Under no circumstances will the amount of Service Credits issued for all incidents in a given month exceed 40% of the monthly amount billed for the Service.

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4. Exclusions

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4.1 Exclusions from time-based calculations.

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The following will be excluded from any time-based calculation related to the unavailable service:

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i. Scheduled, recurring or zero-impact maintenance windows;

ii. Unavailability due to the improper use of the Service by the Contracting Party;

iii. Unavailability resulting from Contracting Party facilities, equipment, software, or other technologies and/or third-party facilities, equipment, services, software, or other technologies (other than third-party equipment under the direct control of CloudFire);

iv. Unavailability resulting from the Contracting Party's use of an outdated version of the Service or third-party software, or from the failure to install a Material Update of one of the above;

v. Unavailability caused by third-party service providers or facilities, including providers of telecommunications, Internet or other related services or facilities, or loss of packets, network or Internet problems beyond the CloudFire border router that supports CloudFire's public Internet connectivity;

I've seen. Denial of Service attacks, virus or hacking attacks, or bugs in code, hardware, or services for which there is no known, commercially reasonable solution (even if there is a known alternative solution); and

vii. Force majeure events or any other event that is not under the direct control of CloudFire or that could not have been prevented by reasonable commercial action.

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4.2 General Exclusions.

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The Contracting Party will not be entitled to receive a Service Credit if: (i) the Contracting Party has outstanding payments for the Service, (ii) the Contracting Party violated the General Terms during the period of the incident, or (iii) the incident was due to the Contracting Party's non-compliance with the Contracting Party's security responsibilities as established in the General Conditions, the Service Cards, the CloudFire Services Use Policies and additional Attachments.