Service Level Agreement

VERSION 1.1 – LAST UPDATED MARCH 30, 2011

SecurElement offers the following service level agreement for its Cloud Server Product. This SLA is only applicable to the Cloud Server Product and not to other products or services offered by SecurElement. This SLA is subject to and is part of the Terms of Service Agreement you have for the Cloud Server Product.

The following section details the Service Level Agreement and expectations that are met through applications hosted in the SecurElement data center. The SLA details defined below are applicable to customers have ordered hosting services from SecurElement and the account in question is current, under valid contract dates, and has no outstanding items. SLA terms also only apply when applications have received SecurElement hosting certification as defined in the application hosting certification requirements section.

  • SLA
    • Network Availability. The Network is considered “not available” if data cannot be transmitted and received across the Network in the normal course of operation. By "Network" we mean the portion of the SecurElement Server system extending from the network egress point of your Host Server (as defined below) to the outbound port of the SecurElement data center border router.
    • Infrastructure Availability. The Infrastructure is considered “not available” if the Infrastructure is not functioning at a reasonable capacity as a result of power or cabling. By "Infrastructure" we mean SecurElement's power (including UPS equipment, generator and cabling) systems and HVAC for the data center.
    • Host Server Availability. The Host Servers are considered “not available” if they fail to function properly as a result of hardware and hypervisor layer problems on the Host Servers. By "Host Server" we mean the hardware, computing and storage nodes, and software hypervisor of the physical servers which are used to host your Cloud Server(s). By "Cloud Server" we mean specific and unique virtual machine instances which you have purchased through the SecurElement Server Product as specified in your particular SOW.

    In the following sections, "Availability" is calculated as the percentage of time in a particular month that the content and services of the application is available for access by third parties and customer employees. The total time available in a particular month is computed as the number of days in the month times a 24-hour day minus the amount of time defined for scheduled and emergency maintenance for the month being calculated.

    Example:

    March 2011 has 31 calendar days x 24 hours / day for a total of 44,640 minutes. SecurElement has 240 Minutes (4 hours) of scheduled maintenance for the month. Service availability is computed as 44,640 (minutes / month) – 240 (Maintenance Minutes), totaling 44,400 minutes of SLA covered availability. At the 99.2% availability SLA, the customer site will be available for a minimum of 44,045 minutes, 734.08 hours or 30.59 days of the available 31 days in the month of March 2011.

  • Support and Incidents
    • If you become aware that any of your Services are not available, you must promptly give SecurElement notice of the problem by e-mailing support@securelement.com with at least the following information: (a) your SecurElement (SOW) Number; b) the Name of the cloud instance affected; and (c) the date(s) and time(s) of the Incident(s). You must reasonably cooperate with the SecurElement support staff by providing reasonable and timely responses to questions and other information needs the support staff may have in resolving the problem.
    • A period of non-availability will be deemed to have started at the time we log when you first contact us about the problem. The end of the period of non-availability will be determined by SecurElement support staff based on SecurElement log files. Any period of time SecurElement does not meet the SLA availability requirements described above will be considered an "Incident." Incidents will be measured by the hour.
  • Credits
    • To be eligible for credits, the Incident must have been reported to SecurElement as described above, either while happening or promptly (within one hour) after the close of the Incident.
    • Your credit for eligible Incidents in a particular billing period is equal to the aggregate total time for the Incidents which have affected particular Cloud Service Instances in that billing period (measured to the closest 15 minute increment) times the service fees paid by you for those same Cloud Service charge over that same amount of time.
      • Availability
      • 100% - 99.2%
      • 99.1% - 85%
      • 84.9% - 80%
      • 79.9% - 50%
      • 49.9% or below
      • Credit Percentage
      • 0%
      • 10%
      • 25%
      • 50%
      • 100%

    • To obtain a credit for a particular Incident, you must submit a request for credit within five business days after the conclusion of the Incident and must have no overdue invoices. You must email your request to support@securelement.com with at least the following information: (a) your SecurElement (SOW) Number; (b) the Name of the cloud instance affected; (c) the date(s) and time(s) of the Incident(s); and (d) a request for a credit under this SLA and any estimates you have for the credit amount.
    • Upon receipt of your request for credits, SecurElement will determine your eligibility. If you are eligible for a credit, SecurElement will credit your account within 90 days of the Incident report by showing as a credit amount on a future invoice for those same Services the Incidents were related to. Credits may only be used against future amounts you may owe to SecurElement for the same Services, and may not be transferred to another person or entity, used against a different product or service, or be paid to you or anyone in cash or other form of payment. Credits have no cash value. If you retain a credit balance on termination of your account, you will forfeit such credit.
    • The maximum total credit you may accrue in any one billing period (as determined by your contract for Services) for any particular Cloud Service Instance is 100% of the amount you actually paid for Services for that Cloud Service Instance in the month the Incidents occurred. Credits that would be available, but for this limitation, will not be carried forward to future billing periods.
  • Credit Limitations
    • Any credit which has not been applied within three (3) months of issuance is subject to deletion by SecurElement.
    • The remedies set forth in this SLA are your sole and exclusive remedies for any Incident or other failure of the Service.
    • If you have any overdue invoices or penalties / late fees from any past overdue invoices still outstanding.
    • If you are in breach of the Terms of Service or Acceptable Use Policy during the period of an Incident, you are not eligible for a credit for that Incident.
    • Notwithstanding any provision to the contrary in this SLA, the following do not constitute Incidents: (1) any unavailability occurring during scheduled maintenance periods (as defined below); (2) unavailability caused by negligent acts or omissions of you or your representatives, or by any of your applications, equipment, or facilities; (3) outages caused by hackers, sabotage, viruses, worms, or other third party wrongful actions; (4) DNS issues outside of SecurElement's control; (5) outages resulting from Internet anomalies outside of SecurElement's control; (6) outages resulting from fires, explosions, or force majeure; (7) your failure to abide by the requirements of Section 3 of this SLA; and (8) any unavailability related to a Service under "beta test" (as stated on the SOW). SecurElement will exercise reasonable efforts to inform you in advance before interrupting the Service for Maintenance, but such notice is not guaranteed and failure thereof does not constitute Incident.
    • "Maintenance" means: (i) maintenance on SecurElement equipment that SecurElement has planned in advance; or (ii) any emergency maintenance, corrective action intended to remedy conditions likely to cause severe Service degradation, as designated by SecurElement in its sole discretion. Maintenance is scheduled for the 3rd Sunday of each month, between the hours of 8 AM and Noon.