Legal

Service Level Agreement

Effective Date: October 22, 2014

This CloudWalk Service Level Agreement ("SLA") is a policy governing the use of CloudWalk Services under the terms of the CloudWalk Terms of Service (the "Terms of Service") between CloudWalk, Inc. ("CloudWalk", "us" or "we") and users of CloudWalk Services ("you"). This SLA applies separately to each account using CloudWalk Services. Unless otherwise provided herein, this SLA is subject to the terms of the Terms of Service. CloudWalk reserves the right to change the terms of this SLA in accordance with the Terms of Service.

Service Commitment

CloudWalk will use commercially reasonable efforts to make CloudWalk servers available with a Monthly Uptime Percentage (defined below) of at least 99.5%.

Definitions

The following capitalized terms shall be given the meaning set forth below:

  • Monthly Uptime Percentage is calculated by subtracting from 100% the percentage of continuous 5 minute periods during the month in which a CloudWalk server was in a state of "Unavailable." Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any CloudWalk SLA Exclusion (defined below).
  • Unavailable and Unavailability means when a running CloudWalk serve has no external connectivity.

CloudWalk SLA Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of CloudWalk Services, or any other CloudWalk or CloudWalk Services performance issues:

  • (i) caused by factors outside of our reasonable control, including, without limitation, any force majeure event or Internet access or related problems beyond the demarcation point of CloudWalk Services or its direct hosting subcontractors (i.e beyond the point in the network where CloudWalk maintains access and control over the CloudWalk Services);
  • (ii) that result from any actions or inactions of you or any third party (other than CloudWalk’s direct hosting subcontractor);
  • (iii) that result from your equipment, software, gateways, endpoints or other technology and/or third party equipment, software, gateways, endpoints or other technology (other than third party equipment within our direct control);
  • (iv) that result from any scheduled maintenance; or
  • (v) arising from our suspension and termination of your right to use CloudWalk Services in connection with any breach by you of the Terms of Service or otherwise in accordance with the Terms of Service (collectively, the "CloudWalk SLA Exclusions").