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Service Level Agreement

Background

Layered Technologies, Inc. (“Layered Tech”) provides a variety of hosting solutions, including Managed Services, Un-Managed Hardware, Colocation Services and virtual hosting solutions as referenced in a separate Service Schedule, Service Commitment Confirmation or other order form (“Services”) executed between Layered Tech and a client (“Client”). This Service Level Agreement ("SLA") outlines certain guarantees regarding Services to a Client. Layered Tech may, in its reasonable commercial judgment, amend this SLA from time to time.

100% Network Uptime Guarantee

Layered Tech guarantees 100% Network Uptime, except for Scheduled Maintenance (subject to the Exclusions listed below).

100% Infrastructure Guarantee

Layered Tech guarantees 100% Infrastructure Availability, except for Scheduled Maintenance (subject to the Exclusions listed below).

Managed Service Availability Guarantees

Layered Tech guarantees various levels of Service Availability described in this section, except for Scheduled Maintenance (subject to the Exclusions listed below), according to the following descriptions.

99.95% Guaranteed Service Availability:

99.90% Guaranteed Service Availability:

99.75% Guaranteed Service Availability:

99.00% Guaranteed Service Availability:

Unmanaged Service Availability Guarantee

Layered Tech guarantees that it will repair or replace Hardware causing Un-Managed Hardware Downtime within 2 hours and return the Hardware to its latest configuration, according to the date the Hardware was placed in service for the Client or the date of the latest service upgrade or downgrade, except for Scheduled Maintenance (subject to the Exclusions listed below).  This guarantee applies only to Layered Tech owned Hardware in US Datacenters that is less than 24 months in production. This guarantee does not include the time required to reload the operating system and applications, or the time required to rebuild a RAID array.  Hardware may be replaced by Hardware with similar or improved specifications.

Outage Duration Measurement Guidelines

Proactive Management: Layered Tech administrators are alerted of Outages by Layered Tech Monitoring Tools. Outages are measured using Layered Tech Monitoring Tools and are inclusive of time to rebuild, reload, restore and configure Managed Services. This measurement is cumulative time over a 1-month period (measured at 730 hours) regardless of the number of separate events. Proactive Management levels include Layer 3, Layer 4, Defcon 1, Optimal and Compliance.

Reactive Management:Layered Tech administrators are alerted of Outages by the Client through the ticketing system. Outages are measured from the time a trouble ticket is opened by the Client to the time Service Availability is restored according to Layered Tech Monitoring Tools and are inclusive of time to rebuild, reload, restore and configure Managed Services. This measurement is cumulative time over a 1-month period (measured at 730 hours) regardless of the number of separate events. Reactive Management levels include Layer 2, Defcon 2, Defcon 3 and Essential.

Un-Managed Services: Network Downtime and Infrastructure Downtime is measured from the time a trouble ticket is opened by the Client.  Un-Managed Hardware Downtime is measured from the time the issue is identified as being Hardware related.  Outage measurement ends when the Service is restored according to Layered Tech Monitoring Tools.   If no Layered Tech Monitoring Tools are installed, Service Availability will be determined by the ability of Layered Tech administrators to ping the Services.  Outage time does not include time to rebuild, reload, restore and configure, which services will be performed on a time and materials basis according to the Client’s Enterprise Hosting Agreement or Master Services Agreement or the Layered Tech Terms of Service. Guarantees for Un-Managed Services are measured on a per event basis and are not cumulative within a period of time.

Client Data: If Client did not purchase backup Services from Layered Tech, Client is responsible for data restoration. The time for Client to restore data from services not provided by Layered Tech will be excluded from the Outage measurement. Layered Tech is not responsible for data loss due to an Outage. Clients are encouraged to backup data regularly.

Definitions

“Affected Month”: Rolling 1-month period (measured at 730 hours) starting with the moment an outage begins.

“Colocation Services”: Datacenter space, power, bandwidth and Ethernet ports purchased from Layered Tech to support Hardware that Client owns or leases from a party other than Layered Tech. Client is responsible for supplying replacement parts, hot swappable Hardware, and all required software media not provided by Layered Tech as part of the Services.

“Infrastructure”: Power and HVAC systems including UPSs, PDUs and cabling, but does not include the power supplies on Hardware.

“Infrastructure Availability”: Infrastructure that supports the environments covered by Services is operating at the level necessary to enable Service Availability.

“Infrastructure Downtime”: Services are Unavailable due to failure of the Infrastructure to support the environments covered by the Services.

“Hardware”: All equipment and components (processor(s), RAM, hard disk(s), motherboard, NIC cards and other related Hardware) located within Layered Tech datacenters and utilized by the Client.

“Hardware Failure”: An interruption to normal operation of Hardware that materially disables functionality of or access to Services.

“Managed”: Services purchased from Layered Tech with a management service level assigned that is not specifically designated as Un-Managed below.

“Monitoring Tools”: Layered Tech will monitor Services via ICMP (ping) access from monitoring systems. Data points for measuring Service Availability will be collected every five (5) minutes and stored for ninety (90) calendar days by Layered Tech.

“Network”: Layered Tech’s equipment, software, and facilities that are collectively utilized by Layered Tech to provide connectivity to Services from Layered Tech’s internet exchange providers’ points of presence in a facility to the outbound port of the Hardware provided and/or Managed by Layered Tech or located in Colocation space provided to Client by Layered Tech.

“Network Downtime”: Services are Unavailable due to a failure of the Layered Tech Network to support the environments covered by the Services.

“Network Uptime”: The Network that supports the environments covered by Services is operating at the level necessary to enable Service Availability

“Outage”: The period of time during which Client does not have access to environments covered by Services due to Network Downtime, Infrastructure Downtime, Service Downtime, or Un-Managed Hardware Downtime

“Service Availability”:  The period of time during which environments covered by Services are available through the internet or other connectivity specified by the Services.

“Service Downtime”:  Managed Services are Unavailable due to failures other than Network Downtime or Infrastructure Downtime.

“Scheduled Maintenance”: Planned interruptions of Services during a maintenance window that occurs after a notice to the Client delivered via electronic communication. Scheduled Maintenance is coordinated with the Client to the best of Layered Tech’s abilities to align with Client's wishes.

“Unavailable” Services: Complete failure of Service Availability (100% packet loss).

“Un-Managed”: Services purchased from Layered Tech with the following service levels or no service level defined: Defcon 4, Defcon 5, SiteView, SystemView, and Layer 1. Defcon 4, Defcon 5 and Services with no service level defined may have no Layered Tech Monitoring Tools installed and therefore those Services will not be monitored.

“Un-Managed Hardware Downtime”: Un-Managed Hardware is Unavailable due to problems requiring the repair or replacement of Un-Managed Hardware.

Exclusions:

The guarantees in this SLA do not cover Outages caused by the following:

SLA Claim Processing and Credits

Claim Processing

For a Client to receive a credit under a guarantee, a claim ticket must be submitted within thirty (30) days of the Outage through the Client portal. If the portal itself is unreachable, the claim ticket must be opened by calling the Layered Tech support or billing departments. To speed the response by Layered Tech, Client should include a description of the Outage in reasonable detail so that Layered Tech can research the Outage.

This credit is offered only to Layered Tech Clients in good financial standing with Layered Tech at the time of the Outage. Good financial standing is defined as having no undisputed Layered Tech invoices unpaid and outstanding more than thirty (30) days past their due date.

Each claim will be researched and the ticket will be updated. Credits will be based on the number of minutes of Outage and the actual monthly recurring revenue (“MRR”) charges due from Client for the affected Services during the affected month. The maximum credit shall not exceed one-hundred percent (100%) of the MRR for the affected Services in the affected month. Credits to a Client’s account shall be Client’s sole and exclusive remedy for any Outage for which a credit is issued under this SLA. These limitations shall apply notwithstanding applicable law, if any, concerning failure of essential purpose of any limited warranty.

Calculation of Credits:

The Guarantee is determined by the Service that is identified as the point of failure. Credits are expressed as a percentage (%) of MRR for the affected Services during the affected month as follows:

Guarantee Allowed Outage Credit Schedule
100% 0 minutes 1% per every 6 minutes of Outage
99.95% 22 minutes 12.5% then 1% per every 15 minutes of Outage
99.90% 44 minutes 12.5% then 1% per every 15 minutes of Outage
99.75% 108 minutes 12.5% then 1% per every 15 minutes of Outage
99.00% 432 minutes 12.5% then 1% per every 20 minutes of Outage

2 Hour Un-Managed Hardware Replacement Guarantee:

Guarantee Allowed Outage Credit Schedule
n/a 2 Hours 5% then 1% per every 30 minutes of Outage
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