IO.CLOUD SERVICES

DESCRIPTION AND SERVICE LEVEL AGREEMENT

      1. Services Description. This Services description provides the description of Services that IO will provide under the terms of this IO.Cloud Services Agreement. Unless otherwise stated herein or in the Rate Card, IO will track and meter the usage of provisioned Services on a per hour basis. The per hour metering for each Service begins when the Service is available for use and ends when the Service(s) is deleted. All Services are provided on an as available basis. Customer is solely responsible for the management of all provisioned Services and Customer Data within such Services, including any work product or results from Customer’s use of the Services. Customer is also solely responsible to back up any Customer Data used or created via all provisioned Services, as this will not be performed automatically. When Customer orders the deletion of a Service, all Customer Data stored in such Service will be deleted and will not be recoverable. Capitalized terms not otherwise defined herein shall have the meanings set forth in Section 3 below.

          1. IO.Cloud Compute.

              1. IO.Cloud Compute. IO.Cloud Compute is a service that provides elastic on demand Instances (each an “IO.Cloud Compute Instance”). The IO.Cloud Compute Instances are each configured with a specific amount of compute and memory capacity as set forth on the Rate Card.

              1. IO.Cloud Compute Reserved. IO.Cloud Compute Reserved Instances are IO.Cloud Compute Instances that are subject to a one-time NRC as set forth in the Rate Card and which provide the Customer IO.Cloud Compute Reserved Instance pricing for the specific amount of time as indicated on the Rate Card. Upon the payment of the NRC for the applicable time period, Customer’s hourly Fees for IO.Cloud Compute will be as set forth in the Rate Card for the applicable time period.

              1. IO.Cloud Compute Dedicated. IO.Cloud Compute Dedicated Instances are IO.Cloud Compute Instances with capacity that provides Customer with physical host hardware dedicated to a single Customer account. IO.Cloud Compute Dedicated Instance(s) may be subject to a minimum time period commitment as mutually determined by the parties.

          1. IO.Cloud Block Storage. IO.Cloud Block Storage provides block level storage Volumes for use with IO.Cloud Compute Instances. IO.Cloud Block Storage Volumes exist independently from an Instance by providing storage volumes that can be attached to a running IO.Cloud Compute Instance and displayed as a device within the Instance.

          1. IO.Cloud Object Storage. IO.Cloud Object Storage allows Customer to store and retrieve data and other content files as objects in storage which are not attached to, or directly associated with, IO.Cloud Compute Instances.

          1. IO.Cloud Archive Storage. IO.Cloud Archive Storage allows Customer to store and retrieve data and other content files as objects in storage which are not attached to, or directly associated with, IO.Cloud Compute Instances.

          1. IO.Cloud Network. The IO.Cloud Network is the portion of the IO.Cloud network that extends from the outbound port on the IO.Cloud edge device to the outbound port on the IO.Cloud border router, as determined by IO. IO will provide for inbound and outbound data transfers by Customer between the IO.Cloud and the Internet to access and use the Services. Customer is responsible for providing access to and associated network bandwidth from Customer’s location to reach the Internet. Customer may order a Floating IP Address for use on the publicly accessible shared virtual local area network in IO.Cloud subject to the applicable Fees in the Rate Card. Customer may assign an available Floating IP Address to an Instance when ordering the Instance. A Floating IP Address will remain available for use until Customer deletes the Floating IP Address via the IO.Cloud Dashboard.

          1. IO.Cloud Direct Connect. IO will provide a dedicated network connection between Customer’s network and IO.Cloud by using connection types offered within IO locations as supported and determined by IO. Inbound and outbound data transfers by Customer via IO.Cloud Direct Connect may not traverse the Internet for connections inbound and outbound to the IO.Cloud.

          1. IO.Cloud Support. IO.Cloud Support Services are provided by IO’s Technical Assistance Command Center (“TACC”) and are as set forth below:

         

        Support.Base

        Support.Devops

        Support.Business

        Support.Enterprise

        Customer Service – 24x7x365

        Yes

        Yes

        Yes

        Customer Service – Business Hours

        Yes*

        User Documentation

        Yes

        Yes

        Yes

        Yes

        Access Technical Support Via:

        Email*

        Email

        Phone, Email

        Phone, Email

        Primary Case Handling

        TACC Associate

        Cloud TACC Associate

        Cloud Support Engineer

        Sr. Cloud Support Engineer

        Named Contacts

        2

        2

        5

        Unlimited

        Response Time

        24 hours

        12 hours

        4 hours

        20 minutes

        Access to Technical Account Manager (TAM)

        Yes

        Access to Technical Account Manager (TAM)

        Yes

        *number of requests per month may be limited

         

        All IO.Cloud Support Services Include:

         

        Troubleshooting API and IO.Cloud issues;

        Troubleshooting operational or systemic problems with IO.Cloud Services;

        Issues with IO.Cloud Dashboard or other IO.Cloud tools; and

        Problems detected by IO monitoring.

         

        IO.Cloud Support Services do not include (this list is not exhaustive):

         

        Code development;

        Debugging custom software;

        Performing system administration tasks; or

        Support for third party applications.

         

        IO.Cloud Support is not available if the problem with one or more Services is related to Customer’s use of any Customer Data that was provided to Customer by a third party (other than IO).

        In providing IO.Cloud Support, IO will use commercially reasonable efforts to (a) Respond within the “Response Times” set forth in the chart above for all properly submitted cases from a Named Contact, and (b) work towards the identification and resolution of the problems submitted. All Responses are measured from the point when a case has been properly submitted by a Named Contact to IO. Cases may be submitted through the IO.TACC or Customer’s designated TAM, if applicable. IO does not represent, warrant or guarantee that (i) IO will always be able to resolve a case fully, (ii) Customer will no longer experience a problem, (iii) IO will provide a bug fix, patch or other workaround in connection with the identified problem, or (iv) any support or advice will result in any performance efficiency or improvement. Customer is solely responsible for the implementation and results of any suggestions or advice received.

        Unless otherwise set forth in an Order, Customer’s monthly fees for IO.Cloud Support Services will be the greater of (a) the specified Minimum Monthly Rate, as set forth in the Rate Card or (b) a percentage of Customer’s usage charges (excluding any NRCs) for all Services during the applicable month. Regardless of when Customer signs up, provisions or terminates IO.Cloud Support, Customer is obligated to pay for a minimum of thirty (30) days of IO.Cloud Support each time Customer registers to receive or provisions IO.Cloud Support Service. Customer acknowledges and agrees that implementation of any suggested configurations or improvements may result in additional Fees and other charges to Customer. IO reserves the right to refuse to provide IO.Cloud Support if Customer frequently registers for and terminates the IO.Cloud Support Service.

      2. Service Level Agreement.

 

        1. Service Level Objectives.  Set forth below are IO’s Service Level Objectives

 

 

 

All Services (Other than IO.Cloud Support Services):

 

IO’s service level objective is 99.95% availability.

 

 

 

IO Support Services:

 

IO’s service level objective is 100 percent (100%) availability.

 

 

 

        1. Service Level Credits. The table below sets forth Customer’s sole and exclusive remedy for failures to meet any of the Service Level Objectives for the IO Services referenced therein (a “Service Level Failure”).

 

Service Level Objective

Service Level Failure

Service Level Credit

IO.Cloud Services (Other than IO.Cloud Support Services)

Instance Failure – it shall be a Service Level Failure if Availability Percentage falls below 99.95%.

The Service Level Credit shall equal the total Fees (excluding NRCs) for the Service that experienced the Service Level Failure in the month during which the Service Level Failure occurred multiplied by the Service Level Credit Percentage.

IO.Cloud Support Services

Storage Failure – it shall be a Service Level Failure if IO fails to Respond in accordance with the Response Time that corresponds to Customer’s level of IO.Cloud Support during such month.

The Service Level Credit shall equal the total monthly Fees for IO.Cloud Support Services of Customer in the month during which the IO.Cloud Support Service Level Failure occurred multiplied by five percent (5%) for each IO.Cloud Support Service Level Failure.

 

 

 

A Service Level Failure begins upon receipt of IO from Customer of a detailed report of an incident and ends when the affected service is operational. Customer shall provide the report via email to TACC@io.com or via telephone to IO’s 24 hour response line. To receive a Service Level Credit, Customer must request the Service Level Credit via the IO.TACC within thirty (30) days following the end of the Service Level Failure. Customer must demonstrate that its use of the Services was affected in some way as a result of the downtime to be eligible for the Service Level Credit. An applicable Service Level Credit allowance shall appear on Customer’s next invoice following Customer’s request for Service Level Credit. Service Level Credits shall not have any cash value at the end of the Term or otherwise. Service Level Credits shall be calculated as a rebate of Fees, as applied specifically to the particular Service that experienced the Service Level Failure. If the price of the particular Service which was impacted by a Service Level Failure is not specified in the Customer’s Agreement (e.g., due to package pricing), the price will be determined by IO using IO’s then current market pricing for the specific Service.

 

One or more concurrent Service Level Failures shall yield the specific Service Level Credit that is most favorable to Customer.

 

No Service Level Credits will be given for a service interruption: (a) caused by the action or failure to act by Customer; (b) due to failure of equipment provided by Customer; (c) which is part of a planned service interruption for maintenance or results from implementation of a Customer order; (d) due to a force majeure event; (e) for which Customer is entitled to a Service Level Credit for the same or a contemporaneous Service Level Failure; (f) resulting from Customer’s breach of this Agreement (including, without limitation, the AUP) or the applicable Order; (g) resulting from Customer’s misuse of the Services; or (g) if Customer is in breach of the Agreement at the time the Service Level Failure occurs.

 

Total cumulative Service Level Credits for IO.Cloud Services (other than IO.Cloud Support Services) earned in any thirty (30) day period shall not exceed fifty percent (50%) of one (1) month’s Fees (excluding NRCs) of Customer. Total cumulative Service Level Credits for IO.Cloud Support Services earned in any thirty (30) day period shall not exceed sixty percent (60%) of one (1) month’s Fees for IO.Cloud Support Services in the month of the Service Level Failure.

 

      1. Definitions.

          1. “Availability Percentage” means the amount calculated by IO by subtracting from the total minutes in the month, the minutes associated with Unavailability, divided by the total minutes in the month.

          1. “Availability Zone” means an isolated IO.Cloud installation that enables a form of physical isolation and redundancy within a specified Region.

          1. “Floating IP Address” means An IP address that IO.Cloud can associate with an Instance so the Instance has the same public IP address each time that it boots. Floating IP Addresses can be assigned to instances as they are launched to maintain a consistent IP address for maintaining DNS assignment.

          1. “Instance” means a running virtual machine, or a virtual machine in a known state that can exist within the IO.Cloud.

          1. “Named Contact” means Customer’s designated person(s) that have authority to contact the TACC for IO.Cloud Support Services.

          1. “Region” shall mean the geographical location where the Instance is located. Specific Regions are as set forth on the Rate Card.

          1. “Response” or “Respond” means IO’s acknowledgement (which may be via electronic mail or return phone call) of Customer’s request for IO.Cloud Support.

          1. “Server Error Response” means an HTTP return status code between 500-599.

          1. “Service Level Credit Percentage” is calculated based on Availability Percentage and is as set forth below:

            Availability Percentage

            Service Level Credit Percentage

            99.95+

            0

            99.94% – 99.5%

            10%

            99.49% – 99.0%

            25%

            98.99% – 98.0%

            40%

            97.99% – 97.5%

            55%

            97.49% – 97.0%

            70%

            96.99% – 96.6

            85%

            96.5% or less

            100%

          1. “Technical Account Manager” or “TAM” means, to the extent Customer provisions IO.Cloud Support.Enterprise Services, Customer’s technical contact for the full range of IO.Cloud Services. Customer’s TAM will act as the primary point of contact for ongoing support needs, and Customer will have a direct telephone line to its TAM.

          1. “Customer Success Manager”  or “CSM” means to the extent Customer provisions IO.Cloud Support.Enterprise Services or  IO.Cloud Support.Business Services Customer’s designated contact for IO.Cloud Services.
          1. “Unavailability” means a service returns a Server Error Response to a Customer’s valid user request during two or more successive one hundred twenty (120) second intervals in a billing period.

          1. “Volume” means a detachable block storage device attached to one Instance at a time.

          1. THIS ATTACHMENT B (SERVICES DESCRIPTION AND SERVICE LEVEL AGREEMENT) MAY BE MODIFIED FROM TIME TO TIME BY IO UPON WRITTEN NOTICE TO CUSTOMER, WHICH NOTICE MAY BE VIA ELECTRONIC MAIL, OR VIA POSTING TO THE IO.CLOUD DASHBOARD.