iThinQware SLA

Effective Date: January 1st, 2009

This iThinQware Service Level Agreement (“SLA”) is a policy governing the use of the ithinqware iDeaServer Cloud Service (“iThinQware”) under the terms of the iThinQware Hosting Services Customer Agreement (the “ITHS Agreement”) between iThinQware Hosting Services, LLC (“ITHS”, “us” or “we”) and users of ITHS’ services (“you”). This SLA applies separately to each account using iThinQware. Unless otherwise provided herein, this SLA is subject to the terms of the ITHS Agreement and capitalized terms will have the meaning specified in the ITHS Agreement. We reserve the right to change the terms of this SLA in accordance with the ITHS Agreement.

Service Commitment

ITHS will use commercially reasonable efforts to make iThinQware available with an Annual Uptime Percentage (defined below) of at least 99.95% during the Service Year. In the event iThinQware does not meet the Annual Uptime Percentage commitment, you will be eligible to receive a Service Credit as described below.

Definitions

• “Service Year” is the preceding 365 days from the date of an SLA claim.
• “Annual Uptime Percentage” is calculated by subtracting from 100% the percentage of 5 minute periods during the Service Year in which iThinQware was in the state of “Region Unavailable.” If you have been using iThinQware for less than 365 days, your Service Year is still the preceding 365 days but any days prior to your use of the service will be deemed to have had 100% Region Availability. Any downtime occurring prior to a successful Service Credit claim cannot be used for future claims. Annual Uptime Percentage measurements exclude downtime resulting directly or indirectly from any iThinQware SLA Exclusion (defined below).
• “Region Unavailable” and “Region Unavailability” means that more than one Availability Zone in which you are running an instance, within the same Region, is “Unavailable” to you.
• “Unavailable” means that all of your running instances have no external connectivity during a five minute period and you are unable to launch replacement instances.
• The “Eligible Credit Period” is a single month, and refers to the monthly billing cycle in which the most recent Region Unavailable event included in the SLA claim occurred.
• A “Service Credit” is a dollar credit, calculated as set forth below, that we may credit back to an eligible iThinQware account.

Service Commitments and Service Credits

If the Annual Uptime Percentage for a customer drops below 99.95% for the Service Year, that customer is eligible to receive a Service Credit equal to 10% of their bill (excluding one-time payments made for Reserved Instances) for the Eligible Credit Period. To file a claim, a customer does not have to have wait 365 days from the day they started using the service or 365 days from their last successful claim. A customer can file a claim any time their Annual Uptime Percentage over the trailing 365 days drops below 99.95%.

We will apply any Service Credits only against future iThinQware payments otherwise due from you; provided that, we may issue the Service Credit to the credit card that you used to pay for iThinQware for the billing cycle in which the error occurred. Service Credits shall not entitle you to any refund or other payment from ITHS. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the ITHS Agreement, your sole and exclusive remedy for any unavailability or non-performance of iThinQware or other failure by us to provide iThinQware is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA or termination of your use of iThinQware.

Credit Request and Payment Procedures

To receive a Service Credit, you must submit a request by sending an e-mail message to ITHS-sla-request @ ithinqware.net. To be eligible, the credit request must (i) include your account number in the subject of the e-mail message (the account number can be found at the top of the ITHS Account Activity page); (ii) include, in the body of the e-mail, the dates and times of each incident of Region Unavailable that you claim to have experienced including instance ids of the instances that were running and affected during the time of each incident; (iii) include your server request logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks); and (iv) be received by us within thirty (30) business days of the last reported incident in the SLA claim. If the Annual Uptime Percentage of such request is confirmed by us and is less than 99.95% for the Service Year, then we will issue the Service Credit to you within one billing cycle following the month in which the request occurred. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

iThinQware SLA Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of iThinQware, or any other iThinQware performance issues: (i) that result from a suspension described in Section 6.1 of the ITHS Agreement; (ii) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of iThinQware; (iii) that result from any actions or inactions of you or any third party; (iv) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); (v) that result from failures of individual instances not attributable to Region Unavailability; or (vi) arising from our suspension and termination of your right to use iThinQware in accordance with the ITHS Agreement (collectively, the “iThinQware SLA Exclusions”). If availability is impacted by factors other than those explicitly listed in this agreement, we may issue a Service Credit considering such factors in our sole discretion.