SERVICE LEVEL AGREEMENT

This Service Level Agreement (this “SLA“) describes Infrascale’s Service availability commitment and is subject to the terms and conditions of the Customer Agreement. The “Customer Agreement” means (a) the Partner Agreement, Distribution Agreement, Infrascale Customer Agreement or other agreement between You and us under which You purchased the right to use Infrascale Services, or if no such agreement exists, the agreement set forth at www.infrascale.com/legal/customer-agreement/, to which You hereby expressly agree. Capitalized terms not defined in this SLA will have the meanings specified in the Customer Agreement. In the event of a conflict between the terms of this SLA and the Customer Agreement, the terms of this SLA shall govern, but only to the extent of such conflict. Infrascale may modify this SLA at any time, in our sole discretion. If we make any material modifications to this SLA, we shall inform You by posting the modified terms at https://www.infrascale.com/legal/. It is Your responsibility to check periodically for modifications to this SLA. The modified SLA will be effective upon Your next subscription renewal following posting of the updated terms. Your continued access or use of the Service Offerings after such renewal confirms Your consent to be bound by this SLA, as amended. If You do not agree to be bound by the modified terms, then You may not continue to use the Service Offerings.

1. SERVICE AVAILABILITY COMMITMENT

1.1. Monthly Availability Commitment. Subject to Your compliance with the terms of this SLA and the Customer Agreement, Infrascale will use commercially reasonable efforts to ensure that the “Availability” of each class of Infrascale Service purchased by You is greater than or equal to the “Monthly Availability Commitment” for such Infrascale Service, as set forth in the table below.

 * The Monthly Availability Commitment is subject to the Availability Exclusions and Limitations set forth in Section 3 below.

1.2. Availability.  Availability in a given calendar month is calculated according to the following formula:

Availability = ((total minutes in a calendar month – total minutes Unavailable (as defined below)) / total minutes in a calendar month) x 100

If the Availability of the Infrascale Service does not satisfy the Monthly Availability Commitment set forth above, and provided You satisfy Your obligations under this SLA and the Customer Agreement, then You will be eligible to receive a Service Credit as described below for the affected class of Infrascale Service. Notwithstanding anything contained herein or in the Customer Agreement to the contrary, Your sole and exclusive remedy for any failure by Infrascale to satisfy the Monthly Availability Commitment (and then only to the extent this SLA is actually applicable) is to receive a Service Credit for the affected class of Infrascale Service.

1.3. Unavailable. A class of Infrascale Service will be considered “Unavailable,” subject to the Availability Exclusions and Limitations, if Infrascale’s monitoring tools determine that a Service-Specific Unavailability (as defined below) has occurred. The total minutes that a class of Infrascale Service is Unavailable for a particular Service-Specific Unavailability is measured from the time that Infrascale validates that the Service-Specific Unavailability has occurred until the time that Infrascale resolves the Service-Specific Unavailability such that the Infrascale Service has resumed and is Available to You. If two or more Service-Specific Unavailability events occur simultaneously for a particular class of Infrascale Service, the Service-Specific Unavailability with the longest duration will be used to determine the total minutes Unavailable.

2. SERVICE-SPECIFIC UNAVAILABILITY; SUPPORT TICKET

2.1. Service-Specific Unavailability.  “Service-Specific Unavailability” means with respect to each class of Infrascale Service:

2.1.1. Centralized Control Interfaces (all products): partial or full loss of use of the Dashboard/Web Interface/API functionalities due to problems inherent to the particular Infrascale Service.

2.1.2. Infrascale Cloud Backup (ICB) and SOS Online Backup:

• the inability to backup selected data more than twenty-four (24) hours after the Infrascale Support team’s receipt of Your Support Ticket regarding the issue (as described in Section 2.2. below); or
• the inability to access the backed-up data in the Infrascale cloud more than twenty-four (24) hours after the Infrascale Support team’s receipt of Your Support Ticket regarding the issue.

2.1.3. Infrascale Cloud Application Backup (ICAB): the inability to access the backed-up data (mailboxes, storage) in the Infrascale cloud more than twenty-four (24) hours after the Infrascale Support team’s receipt of Your Support Ticket regarding the issue.

2.1.4. Infrascale Disaster Recovery (IDR) and Infrascale Backup & Disaster Recovery (IBDR):

• the inability to maintain the administrator-configured Recovery Point Objective (“RPO”: maximum acceptable amount of data loss between backups, measured in time) on the Service, where the RPO was previously operational for a sustained period immediately prior to the alleged Unavailability, the RPO is greater than ten (10) consecutive minutes, and such information is demonstrable by logs, and a Support Ticket is filed.
• the inability to restore data from the Service for more than twenty-four (24) hours after the Infrascale Support team’s receipt of Your Support Ticket regarding the issue. If Infrascale is unable to restore the data, You are eligible to receive Service Credits as set forth in Section 4. For the avoidance of doubt, You shall not be eligible to receive additional Service Credits in succeeding months for any continued inability to restore such data.
• the inability to boot any DR image on the Service for more than two (2) hours (in the event of a declaration of an actual disaster recovery event) or twenty-four (24) hours (for DR testing scenarios) after the Infrascale Support team’s receipt of Your Support Ticket regarding the issue, provided such inability to boot is due directly to Infrascale’s acts or omissions. In the event of such Unavailability, You are eligible to receive a maximum of one (1) day Service Credit for each day You are unable to recover (or test), subject to the terms of Section 4. Specifically excluded from this guarantee are failures to boot caused by Your or third-party action or inaction that would cause boot failure, including but not limited to failed updates or patches; configuration changes; or source media failure related to the original backup.

The following are explicitly excluded as causes of Unavailability:

• Equipment or Provision Failure: Failures and/or malfunctions in solution components provided by a party other than Infrascale shall not constitute Unavailability. This includes but is not limited to space, power, hardware, connectivity, or other supporting equipment or services required for the normal operation of the system that are provided by a party other than Infrascale.
• Partial Failure:  Failures and/or malfunctions that do not impact Your ability to backup or recover do not constitute Unavailability, even if a devaluation of performance is observed, including but not limited to system response time.

2.2. Support Ticket.  You must promptly notify Infrascale Support of any instance of Service-Specific Unavailability, thereby creating a Support Ticket, by either of the following methods:

• Emailing support@infrascale.com, or
• Contacting Infrascale Support by telephone at +1-877-896-3616 or +1-310-363-7269

Failure to promptly notify Infrascale Support in accordance with the above will create a delay in the resolution of the issue and may result in rejection of a request for Service Credit. Please note that notice or other communications to Infrascale sales or executives will not result in a Support Ticket, thus formal notification will not occur until You have submitted it directly to Infrascale Support.

3. AVAILABILITY EXCLUSIONS AND LIMITATIONS

Downtime due in whole or in part to any of the following will be excluded from any time-based calculations related to a class of Infrascale Service being Unavailable:

• recurring scheduled maintenance or low/non-impactful maintenance by Infrascale or its service providers where the interruption to any Infrascale Service is expected to result in no longer than fifteen (15) minutes of Unavailability and such maintenance is performed during the following times:
  • Tuesday 12am – 3am Data Center Local Time
  • Thursday 12am – 3am Data Center Local Time
  • Sunday 12am – 3am Data Center Local Time
• additional or longer scheduled maintenance and/or upgrades which require Infrascale or its service providers to perform maintenance or other services on technology environments, computing systemsor information technology networks where Infrascale has provided notice at least twenty-four (24) hours in advance;
• any period of suspension as described in the Customer Agreement or any billing deferral period agreed to by Infrascale and communicated to You;
• Your misuse of the Infrascale Service, including any use inconsistent with or in violation of the terms of the Customer Agreement;
• force majeure events, denial of service attacks, virus or hacking attacks for which there is no commercially reasonable, known solution, or any other events that are not within Infrascale’s reasonable control or that could not have been avoided with commercially reasonable care;
• packet loss, network or Internet problems beyond Infrascale’s border router supporting public internet connectivity of Infrascale;
• bugs in third party software or hardware that comprise part of an Infrascale Service or Product for which there is no commercially known fix;
• any act or omission by You or any third party;
• Use of Third-Party Hardware, Third-Party Product, or Your or any third party’s equipment, software, services or other technology (other than third party equipment operated by Infrascale and used in the provision of the Service);
• Your failure to implement configuration or security settings communicated by Infrascale;
• events to the extent arising from or related to Your use of Non-Supported Hardware, Third-Party Hardware, Third-Party Product, or an outdated release (not the current version nor current minus one) of the Infrascale Service software, or any failure to promptly install an Update;
• factors that are outside the reasonable control of Infrascale, including downtime associated with events generated by You, Service components (including hardware) hosted by You, or due to third party causes; or
• with respect to IDR and IBDR only, Your use of the Service in excess of its reasonable resource capacity and/or licensed capacity. This includes, without limitation, the quantity/volume of virtual machines (“VMs”) configured and/or utilization of resources (e.g., RAM, CPU, storage) such that there aren’t sufficiently available resources to boot one or more VM(s).

4. SERVICE CREDIT

If the Availability of the Infrascale Service does not satisfy the Monthly Availability Commitment set forth above, and provided You are not in breach of the Customer Agreement (inclusive of non-payment) and have satisfied the terms of this SLA, You shall be eligible to receive a Service Credit for each calendar day during which such Infrascale Service fails to satisfy the Monthly Availability Commitment.

A “Service Credit” means a credit equivalent to the per diem amount paid or payable to Infrascale under the Customer Agreement for the applicable Infrascale Service for a calendar month.

Service Credits shall not entitle You to any refund or other payment from Infrascale, and in no event shall the aggregate amount of Service Credits You receive for any calendar month exceed the total amount of fees paid or payable to Infrascale for the applicable Infrascale Service for such month.

Service Credits will be issued only to the person or entity that Infrascale invoices for the applicable Infrascale Service, and will be made in the form of a credit applied towards a future invoice for the same Infrascale Service for the duration and per diem amounts specified above. If Your Service Term for the Infrascale Service expires or is terminated prior to the issuance or use of a Service Credit, the Service Credit will become void as of the date of the expiration or termination of such Service Term.

You will not be eligible to receive a Service Credit if:

• You are delinquent in any payments due Infrascale at the time of the Service Specific Unavailability or when requesting a Service Credit;
• You are in violation of any term of the Customer Agreement or this SLA at any time during the Service Specific Unavailability; or
• the Service Specific Unavailability was due in whole or in part to Your failure to meet Your security responsibilities as set forth in the Customer Agreement.

To receive a Service Credit, You must submit a request in writing with sufficient information regarding the Unavailability to support@infrascale.com within ten (10) calendar days of the alleged incident. Failure to comply with the foregoing will forfeit Your right to receive any Service Credit.

Upon receipt of a Service Credit request, Infrascale will seek to validate the existence of the Service Specific Unavailability by utilizing Infrascale’s monitoring tools, data and records, which shall be the sole source of information used to track and validate Availability. Upon request, Infrascale will provide to You, within forty-five (45) days after Infrascale has confirmed the existence of the Service Specific Unavailability (but no more than once per calendar year), a copy of the records related to the confirmed Service Specific Unavailability which were used to assess the Service Credit request.

Revision Date
Last revised March 6, 2025
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