Definitions

In this SLA, the following words and expressions, unless inconsistent and repugnant to the context, shall bear the meanings assigned thereto:

1. “Billing Start Date” shall mean the date of communication of commissioning of services submitted to the Customer by ZeaCloud. In case the Customer is not satisfied with the solution delivered by ZeaCloud, the Customer shall inform ZeaCloud of the same within 72 Hours of the receipt of Commissioning Date. Upon receipt of the objection, ZeaCloud shall suspend all Services, make the changes required and release the environment once again with a new Commissioning Report. In such case, the latter one shall be regarded as the Billing Start Date. If the Customer uses the commissioned set-up, though he has a few outstanding requests, Customer shall pay full charges from the first communication of commissioning, unless partial billing is agreed to between the parties, before the Customer starts using the Services. If no partial billing, agreement has been reached and if Customer uses the Services even after raising objections, Customer shall pay in full from the first date of communication of commissioning.

2. “Downtime (D)” shall mean the duration of the Service Outage, calculated in aggregate number of hours in respective month. Where if ZeaCloud identifies the service outage, the downtime begins from there on or if customer identifies and a Trouble Ticket is raised from the occurrence of Service Outage, the time period for Downtime begins upon start of Service Outage and ends when the Trouble Ticket is closed by ZeaCloud subject to due confirmation from the Customer on successful resolution of the outage. The time periods are calculated on basis of the number of outages per respective month and excluding the events covered under headings Exceptions to this SLA which shall not for the purposes of this SLA be included while calculating the Downtime.

3. “Exceptions” shall mean all the events as mentioned in Clause 3 of this SLA and shall include either an event or a set of events, any occurrence and the duration of occurrence of which shall not constitute a Service Outage or Downtime for the purposes of this SLA.

4. “Emergency Maintenance” shall mean maintenance carried out under a condition or situation which poses danger to the system, equipment, network, facilities required for rendering the Service etc. as the case may be and requires to be attended/addressed immediately. ZeaCloud shall try to notify the Customer about the emergency maintenance in advance, whenever feasible.

5. “Facility” means the physical locations ZeaCloud, worldwide, where the physical/virtual equipment for ZeaCloud are located.

6. “Fees” means the amount invoiced by ZeaCloud for services subscribed by the Custome.

7. “Network” means the portion of internal computer network owned or operated on behalf of ZeaCloud that extends from the outbound port on a Customer’s cabinet switch to the outbound port on the border router and includes all redundant internet connectivity, bandwidth, routers, cabling and switches.

8. “Actual Uptime (AU)” shall mean the aggregate percentage of Total Uptime Hours in respective month during which the Services are actually made available for use by Customer.

9. “Representatives” means any person who is nominated or appointed by the Customer to visit the facilities of ZeaCloud or to interact with the authorized personnel of ZeaCloud.

10. “Service Credits” herein shall mean as defined in the Master Services Agreement.

11. “Service Catalogue” shall mean as defined in the Master Services Agreement.

12. “Service Outage” shall mean an unscheduled disruption/failure in any Service offered by ZeaCloud as per this Agreement, due to which Customer is unable to access the services subscribed from ZeaCloud for reasons solely attributable to and admitted by ZeaCloud.

13. “Setup Charges” means all additional charges which may be levied by ZeaCloud for installing or configuring the server or any other devices for the successful commencement of services to the customer.

14. “Support Desk” shall be the location where the Customer should report a fault. Details of the same are mentioned in Schedule B to this SLA, or if changed, may be intimated from time to time by ZeaCloud to the Customer.

15. “Trouble Ticket” means issuing a ticket with a unique identification number confirming the Customer complaint logged in with ZeaCloud Support Desk in relation to a Service Outage faced by the Customer.

Scope of Services

2.2 ZeaCloud assures Customer that it shall provide reasonably immediate support and assistance in the event of any disruption in the Services being provided by ZeaCloud. The manner and the period required for troubleshooting and the timeline for the resolution of the problems are mentioned in the Annexure A of this Agreement. In Case Of Outage ZeaCloud shall endeavour to communicate to Customer any outages within 20 minutes of observation of fault by its Support Technicians.

2.3 ZeaCloud assures the Customer a 99.99 % uptime availability of the Infrastructure covered by this SLA, subject to Clause 3 of this SLA, in the event ZeaCloud fails to provide the Customer with the Services required by the Customer in accordance with this SLA, such failure resulting from complete unavailability of ZeaCloud network will be treated as “Service Outage” for which ZeaCloud will issue the Customer a Service Credit - calculated as per method provided in Clause 2.4.

2.4 ZeaCloud assures the customer of Service Level that the Actual Uptime shall be maintained at 99.50% in any given calendar month. Total Uptime Hours is total number of days in a calendar month multiplied by 24. The formula for calculation AU percentage is as given below.

2.5 The Customer is required to provide a preventive maintenance window, once in every month, or as the need may arise, to enable ZeaCloud to update the various patches and carry out other preventive maintenance. The time required to carry out this preventive maintenance by ZeaCloud shall depend upon the environment of the Customer and shall be informed to the Customer before the time window is sought. During this window, Customer’s environment shall not be available and the same shall not be counted as Downtime. For the customized solutions provided by ZeaCloud, preventive maintenance is absolutely essential, and the SLAs offered by ZeaCloud are based on the explicit understanding that the Customer will provide opportunity for ZeaCloud to carry out preventive maintenance from time to time. In case the Customer does not provide, at least once in a month, the requisite downtime to carry out preventive maintenance activities, even after a request is made by ZeaCloud, ZeaCloud shall not be liable to provide any Service Credits or any other compensation in case of downtime or any other loss to the Customer such as data loss, denial of service or virus attacks.

2.6 This SLA shall not apply to customer provided equipment, hardware and software. This SLA shall also not apply to portions of the customer software application, if it is running on a dedicated standalone hardware. Dedicated standalone hardware in case applicable, can be derived from the SOF.

Exceptions

3.1 The following events do not constitute a Downtime and shall not be eligible to be considered for any Service Credit:

3.1.1 Interruption due to scheduled maintenance, alteration, or implementation, where the Service Provider ZeaCloud provides at least 24 hours prior notice to the Customer.

3.1.2 The monthly maintenance window as described in clause 2.5 above.

3.1.3 Failure of the Customer Wide Area Network links, internet connectivity, access circuits, local loop or any network not owned or managed or within the domain of ZeaCloud.

3.1.4 Failure due to application software, databases or any other software components, which is not managed by ZeaCloud.

3.1.5 DNS (Domain Name Service) issues not in scope and control of ZeaCloud.

3.1.6 Negligence or other conduct of Customer or its authorized persons and or representatives, including a failure or malfunction resulting from applications or services provided by Customer or its authorized persons;

3.1.7 A shut down due to circumstances reasonably believed by ZeaCloud to be a significant threat to the normal operation of the Services, ZeaCloud’s facility, or access to or integrity of Customer data (e.g., hacker or virus attack);

3.1.8 Circumstances wherein ZeaCloud is forced to shut down the infrastructure on legal orders of competent government authority.

3.1.9 Failure or malfunction of any equipment or services neither provided nor owned or supported by ZeaCloud;

3.1.10 Any abuse or fraud failure to comply with the Acceptable Use Policy on the part of Customer or its persons or representatives.

3.1.11 Any interruptions, delays or failures caused by Customer or Customer’s employees,

3.1.12 Agents, or subcontractors, such as, the following:

3.1.12.1 Inaccurate configuration.

3.1.12.2 Non-compliant use of any software installed on the server.

3.1.12.3 Customer initiated server over-utilization.

3.1.12.4 Any problems related to the attacks on the machine such as hacking, attacks, and exploits.

3.1.13 Force Majeure/Vis Major event

Exceptions

4.1 ZeaCloud agrees that customer shall be entitled to service credits in the event, ZeaCloud, despite its best efforts, is not able to provide the committed services for which it has already received the full payments/consideration.

4.2 ZeaCloud shall provide Service Credits only if all due payments are cleared by the customer until the date of Service Outage.

4.3 ZeaCloud agrees that on occurrence of any event that entitles the Customer with service credits, the Customer shall be eligible to request a Service Credit only on compliance of the terms as mentioned in Clause 6.1.(a) of this SLA.

4.4 Customer shall be eligible for Service Credit for only those Downtimes which have occurred a month prior to the date of claim and the maximum Service Credit to which Customer shall be entitled is as mentioned in Clause6.1.(c).

4.5 Service Credits are Customer’s sole and exclusive remedy for any performance or availability issues for any Service under the Agreement and this SLA. Customer may not unilaterally offset its Applicable Monthly Service Fees for any performance or availability issues.

Service Credits apply only to fees paid for the particular Service, Service Resource, or Service tier for which a Service Level has not been met. In cases where Service Levels apply to individual Service Resources or to separate Service tiers, Service Credits apply only to fees paid for the affected Service Resource or Service tier, as applicable. The Service Credits awarded in any billing month for a particular Service or Service Resource will not, under any circumstance, exceed Customer’s monthly service fees for that Service or Service Resource, as applicable, in the billing month.

If Customer has purchased Services as part of a suite or other single offer, the Applicable Monthly Service Fees and Service Credit for each Service will be pro-rated. If Customer has purchased the Service from a reseller, it shall receive the service credit directly from its reseller and the reseller shall receive the Service Credit directly from ZeaCloud. The Service Credit shall be based on the estimated retail price for the applicable Service, as determined by ZeaCloud in its’ reasonable discretion.

If Customer has purchased Services as part of a suite or other single offer, the Applicable Monthly Service Fees and Service Credit for each Service will be pro-rated. If Customer has purchased the Service from a reseller, it shall receive the service credit directly from its reseller and the reseller shall receive the Service Credit directly from ZeaCloud. The Service Credit shall be based on the estimated retail price for the applicable Service, as determined by ZeaCloud in its’ reasonable discretion..

Payment Terms

5.1 The Customer shall pay all the charges in full as set out in the Agreement which includes one-time setup charges, Annual recurring charges and other supplemental charges for any Supplemental Services provided including before the Service Commencement Date.

Procedure for Availing Service Credits

6.1 Whenever the Customer encounters Service Outage, the following procedure should be followed;

6.1.1 The Customer should contact ZeaCloud “Support Desk” without undue delay, shall request immediately for a Trouble Ticket number, and can track the Trouble Ticket number until the Trouble Ticket is closed on successful resolution of the Service Outage.

6.1.2 ZeaCloud on the receipt of the issue of Trouble Ticket to the Customer shall, verify the veracity of the Customer’s eligibility to the Service Credit.

6.1.3 When ZeaCloud fails to provide Services in accordance of the SLA entitling Customer for Service Credits, ZeaCloud shall acknowledge and communicate the service credits provided to the customer

6.2 Service Credits shall be adjusted only after the end of existing contract by way of giving additional service Days/Hours equal to the ZeaCloud approved Service Credits.

Warranties of Zeacloud

7.1 Additional Warranties of ZeaCloud in regard to SLA:

ZeaCloud warrants that it shall perform and provide Services in a professional and diligent manner in accordance with this Agreement.

Disclaimer

8.1 Additional Warranties of ZeaCloud in regard to SLA: With a commitment and desire to offer the best possible technology to the Customer and evolutions in technology, ZeaCloud shall change or upgrade its platform from time to time as the need arises. Accordingly, ZeaCloud reserves its right to change the platform without any change in the service levels committed.

* Time starts when the problem is detected by ZeaCloud Help Desk team or reported by the customer and ends on successful resolution of the issue