Managed Backup and Disaster Recovery SLA

This Service Level Agreement (this “SLA”) governs the use of the Services under the terms of the Master Managed Services Agreement (the “Agreement”), between Client and Corserva, Inc. (“Corserva”, “we” or “us”) and is subject to all of the terms and conditions of the Agreement. Corserva may update, amend, modify or supplement this SLA from time to time. The terms and conditions of this SLA are applicable to the Managed Backup and Disaster Recovery Services only, and Service” or “Services” as used in this SLA refers only to the Managed Backup Services. Capitalized terms used herein but not otherwise defined will have their respective meanings set forth in the Agreement. In the event of any conflict between this SLA and the Agreement, the Agreement will govern.

1. SERVICES

1.1. Managed Backup and Disaster Recovery Services Provided by Corserva. Client has chosen Managed Backup and Disaster Recovery Services. “Managed BDR Services” provide Client an automated backup of data resident on Client’s designated servers and network-connected computers, which is described in the as-completed systems summary and specifications for backup and recovery services that we will design and periodically update, which will be incorporated as part of this SLA (the “Client Systems Summary”). We provide Managed BDR Services to Client on server and storage resources in the Client’s network or from utility computing infrastructure. We also provide management and support services for the Managed BDR Services. Client is solely responsible for generating and formatting all data and the complete operation and provisioning of all third-party software applications installed on the Client’s servers, the hardware and firmware on which Client’s data and applications are resident, and the designated servers and network-connected computers (collectively, “Client’s Network”). Client is solely responsible for the integrity of all data targeted for backup (collectively, “Client Data”). We will back up Client Data “as is, where is”, with all faults, and will restore Client Data in the same format in which it is backed up. We will install and configure the Managed BDR Services for Client and provide a demonstration and test to a designated Client representative to confirm for Client that the Managed Backup Service is capable of backing up and recovering Client Data from Client’s Network. We shall provide Client with written As-Completed documentation of Client’s Managed BDR Service that Client will have an opportunity to review and accept, which will be subject to periodic amendment throughout the term of this SLA (as in effect from time to time, the “Client Specifications”), which Client and we agree will then be incorporated as part of this SLA. The Client Specifications will be considered accepted by Client, or deemed accepted if Client does not reject or correct them within 10 days after they have been provided to Client.

1.2. Corserva will use commercially reasonable efforts to provide the Services as defined by the plan or plans purchased or subscribed to by Client.

1.3. Definitions

• “Account” means the account created with Corserva in connection with this SLA that relates to Client’s purchase or subscription to and use of Services by Client.
• “Backup Client Data” means all Client Data targeted for backup, either from Client’s Network to a network managed by Corserva under a Corserva management plan, or hosted in a Corserva or Corserva partner data center.
• “Recovery Time Objective” or “RTO” means the maximum elapsed time required to complete the recovery of Client Data. The RTO will be specified in the Client Specifications, as amended from time to time.
• “Recovery Point Objective” or “RPO” means the point in time to which Client Data has been backed up. The RPO will be specified in the Client Specifications, as amended from time to time.

• Network Availability: 99.99%
• Backup Host Availability: 99.99%

Corserva does not make a representation or warranty as to Service Availability for Backup Client Data that is not managed by Corserva under a Corserva management plan, or hosted in a Corserva or Corserva partner data center. Client’s sole remedy for such Service Availability that does not comply with Section 1.3 is the cancellation of this SLA.

2.1. “Service Availability” means:

• With respect to “Network Availability”, the Monthly Uptime Percentage excluding Scheduled Maintenance during any calendar month
• With respect to “Backup Availability”, the functioning of all Backup hosts including compute, storage, and hypervisor during any calendar month.

2.2. Exclusions Loss of Service Availability caused by any of the following (each, an “Exclusion”) will be excluded from Service Availability calculations: (i) issues beyond Corserva’s reasonable control, including, without limitation, denial of service or similar attacks, mail bombs, DNS resolution, domain name expiration, hardware failure, Internet availability, Client’s portion of the network, IP transit provider issues, SYN attacks, and other similar events or any Force Majeure event, or (ii) other issues addressed in this SLA.

2.3. Availability Calculations To calculate Service Availability, Corserva uses a combination of methods, including analyzing logs from both Corserva’s event monitoring system and the actual affected infrastructure components and matching these findings with client reports to determine the actual timeframe. Any loss of Service Availability less than five minutes in duration will not be included in the calculation of Service Availability.

3. SERVICE AVAILABILITY CREDIT If Service Availability for Backup Client Data that is managed by Corserva under a Corserva management plan, and hosted in a Corserva or Corserva partner data center, measured for any completed calendar month, falls below the level set forth in Section 2 above, then Corserva will issue a credit (“Service Availability Credit”). We will verify Service Availability Credits for validity, and they will be subject to the other conditions in this SLA. The Service Availability Credit will be calculated as follows:

3.1. Service Availability Credit Request and Payment Procedures To request a Service Availability Credit, (a) Client must be in good standing with Corserva, (b) Client must open a technical support ticket by emailing help@corserva.com reporting an apparent Service interruption within 72 hours of the event, and (c) Client must send an email or written Service Availability Credit request to billing@corserva.com in the calendar month immediately following the month for which Client is requesting a Service Availability Credit. Service Availability Credit requests must include Client’s name or Corserva account number and the dates and specific times for which Client is requesting Service Availability Credits. Corserva will compare the information provided by Client to the data referenced in Section 2.3 above. A Service Availability Credit will be issued only if Corserva confirms from such data that a Service Availability Credit is available. Corserva will calculate the Service Availability Credit based on the type of particular Service for which Service Availability did not meet the Goal, the fees for the particular Service, and the percentage of overall individual Service affected. The limits and sole remedies regarding Service Availability Credits under this SLA are set forth in Section 3.2 below.

3.2. Limits On Service Availability Credit & Sole And Exclusive Remedies The total Service Availability Credit due to Client for any Managed Backup Service that failed to meet the Goal may not exceed 50% of the monthly fees charged for use of any Managed Backup Service during the month for which the Service Availability Credit is to be issued. Only one Service Availability Credit is available in any given calendar month. Notwithstanding anything set forth in the Agreement or this SLA, the Service Availability Credit described in Section 3 of this SLA will be Client’s sole and exclusive remedy in connection with any loss of Service Availability as described in such section or breach by Corserva of the Agreement or this Service Level Agreement. Credits are applicable only toward the use of the Service and are not convertible into cash or any type of refund.

4. TECHNICAL SUPPORT Corserva will use commercially reasonable efforts to assist Client, through Client’s authorized contacts, with setting up and configuring the Services, having access to the Services and other issues related to the Services. We may rely on contacts authorized by Client in writing in providing information, changes, or technical support pursuant to the Agreement and are not required to respond to requests from others. For more information, visit the technical support page of Corserva’s website. Corserva’s technical support response time depends on the complexity of the inquiry and support request volume.

5. MANAGEMENT

5.1. Custom Configuration Requests for modification to the standard configuration of the Services will be considered on a case-by-case basis. Approval of such modifications will be at Corserva’s sole discretion. Corserva does not guarantee any particular result from non-standard configurations nor can it be held liable in any way for Service performance changes or failures that result from non-standard configurations.

5.2. Additional Services For tasks that cannot be performed through the administrative control panel, Client may request that Corserva perform professional services on a time and materials basis. The request must include a detailed description of the work and the authorized amount of time, in half-hour increments, to perform the work. Corserva may evaluate and revise the request (including the estimated number of hours to perform the work) and reserves the right, in its sole discretion, to decline any request. Corserva will use commercially reasonable efforts to perform requested additional services. However, it does not guarantee any particular result from the performance of additional services or make any representations or warranties regarding such additional services nor can it be held liable in any way (including for any credits) for Service performance changes or failures that result from performing tasks requested by Client. Corserva may require a separate agreement for any of these additional services.

6. MAINTENANCE

6.1. Scheduled Maintenance In order to maintain performance, Corserva performs Scheduled Maintenance within its published maintenance windows. This may require that specific Services be suspended during the maintenance period. Loss of Service Availability due to Scheduled Maintenance is not deducted in calculating Service Availability. Corserva will use commercially reasonable efforts to notify Client in advance of any Scheduled Maintenance that may adversely affect Client’s use of the Services.

6.2. Emergency Maintenance Corserva may need to perform emergency maintenance, including security patch installation and hardware replacement. Corserva will not be able to provide Client with advance notice of emergency maintenance. Loss of Service Availability due to emergency maintenance is not deducted in calculating Service Availability.

7. CERTAIN LIMITATIONS

7.1. DATA RESTORATION FROM BACK-UP REQUEST Data restore requests initiated by Client may be initiated through email to help@corserva.com as an extended service request, subject to the availability of the relevant Data.

7.2. DATA BACKUP AND RECOVERY WARRANTY Subject to the limitations contained in the Agreement and this SLA, the Managed BDR Service will back up Client Data that has been properly defined and stored in Client’s Network and recover the Client Data. We warrant that we will achieve our recovery time objective (RTO) and recovery point objective (RPO) (the “Goals”) described in the Client Specification, as amended from time to time. We make no representation or warranty as to the quality, contents, or formatting of Client Data, nor as to Client Network capacity, under any circumstances, as Client acknowledges that we are not responsible for Client Data, Client applications, and other aspects of Client’s Network that may be corrupted or that may not function before the backup occurs. We make no representation or warranty as to the functionality of Client’s Network, except as may be expressly set forth in a Corserva management plan for Client’s Network. Client acknowledges that any data that exists between backups is vulnerable to loss. Corserva will not be responsible for retaining any of Client Data after termination of Services. Client Data (other than Client Data resident on Client’s Network) may be deleted promptly after Client’s Service is terminated. Corserva will not restore, provide on any storage media or send out any Client Data pertaining to terminated Services unless specifically noted in a customized service agreement. It is Client’s responsibility to back up and migrate Client Data prior to termination of Client’s Service or any other action that can lead to deletion of any Client Data from the Services.

7.3. Compatibility Corserva does not guarantee compatibility of the Services with any specific customer configuration of hardware or software. Client is encouraged to discuss any technical and compatibility issues with our technical support personnel.