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Service Level Agreement.

1. Definitions

The following definitions apply in this SLA:

Cloud Manager” means Cloud Manger, Inc.

Customer” refers to a customer that has entered into a Services Agreement.

Incident” means any set of circumstances resulting in CloudMGR being Unavailable.

Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the Service Month in which CloudMGR was Unavailable.  Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusions under clause 3.

Services Agreement” means the CloudMGR services agreement between a Customer and Cloud Manager for provision of CloudMGR services.

Service Credit” is the percentage of the monthly Service Fee for the Services that is credited to Customer pursuant to this SLA.

Service Month” means any complete calendar month during which the Customer is eligible under the terms of this SLA.

Unavailable” means any circumstance where CloudMGR has no external connectivity or does not allow the Customer to launch servers or perform automation during a five minute period and the Customer is unable to connect to and use CloudMGR in accordance with the Services Agreement during that time period.  CloudMGR shall not be considered Unavailable if:

(a) at least one server underlying the Services is operating correctly;
(b) during an interval of 30 minutes, 90% of requests directed to CloudMGR are satisfied; or
(c) the systems needed to launch servers or perform automation by means of CloudMGR are operating correctly.

Any other capitalised word not specifically defined herein shall take the same meaning as set out under the Customer’s Services Agreement.

2. Service level commitment

(d) This SLA sets out the service level policy in relation to each Services Agreement.  Cloud Manager will use commercially reasonable efforts to ensure CloudMGR is available to the Customer for at least [99.5%] of the time during each Service Month.
(e) This SLA applies only while there is no subsisting default by the Customer under the Services Agreement.  The Customer will not be able to claim Service Credits for any periods during which the Customer was suspended under the Services Agreement.
(f) Cloud Manager may amend this SLA from time to time by publishing the then current SLA on its website at www.cloudmgr.com.   

3. SLA Exclusions

This SLA does not apply to any performance or availability issues:

(g) due to factors outside Cloud Manager’s reasonable control (including any Force Majeure event);
(h) that resulted from Customer’s or third-party hardware or software;
(i) that resulted from actions or inactions of Customer or third parties;
(j) caused by Customer’s use of the Services after Cloud Manager advised Customer to modify its use of the Services, if Customer did not modified its use as advised;
(k) during scheduled downtime; or
(l) during beta and trial services (as determined at Cloud Manager’s sole discretion).

4. Service Credits

(a) If the Monthly Uptime Percentage falls below [99.5%] during a Service Month (Relevant Month), the Customer may file a claim under clause 5 (SLA Claim).  If Cloud Manager approves the SLA Claim, the Customer will receive a Service Credit equivalent to [10%] of the Service Fee paid in respect of the Relevant Month.
(b) Service Credits may only be applied against future payments for Service Fee otherwise due to Cloud Manager under the Services Agreement.  Service Credits may not be applied against any other amounts owing to Cloud Manager.
(c) Service Credits do not under any circumstances entitle the Customer to any cash or other payment from Cloud Manager.
(d) Service Credits are Customer’s sole and exclusive financial remedy under this SLA. 
5. SLA Claim procedure
(a) Customers may file a SLA Claim by submitting an e-mail to Cloud Manager at notices@cloudmgr.com
 stating:
(i)  the Customer’s account number in the subject of the e-mail message;
(ii) the details of each alleged Incident, including:
(A) the date and time of the alleged Incident;
(B) the Customer’s server request logs documenting the errors to corroborate the alleged Incident (any private, confidential or sensitive information should first be sanitised or removed);
(b) The SLA Claim must be sent to Cloud Manager in the Service Month immediately following the Relevant Month.
(c)  If Cloud Manager approves the SLA Claim, the Customer will be notified and Service Credits will be applied within [two] billing cycles following receipt of the SLA Claim. Cloud Manager’s determination of the SLA Claim shall be considered full and final.
(d) Failure to adhere to the terms of this SLA will result in the SLA Claim being rejected.