Service Level Agreement (SLA)

This Service Level Agreement (“SLA”), by and between [please insert] located at [please insert] (“User”) and Replix Inc. (“Replix”), provides certain remedies in the event that User experiences Downtime (as defined below) as a result of failure of the Statehub Service provided by Replix (“Services”). The overall Availability (as defined below) is provided on a commercially reasonable efforts basis and is measured by Replix as set forth herein (“SLA Service Metric”).

TERM DEFINITIONS

For the purpose of this SLA, the terms in bold are defined as follows:

Available or Availability
When User’s account is active and enabled and User has reasonable access to the Services, subject to the exclusions defined in Downtime below.

Total Monthly Minutes
The number of days in the month multiplied by 1,440 minutes per day.

Maintenance Time
The time period during which the Services may not be Available each month so that Replix can perform routine maintenance to maximize performance or upgrade the Services, on an as needed basis.

Downtime
The total number of minutes that User cannot access the services. The calculation of Downtime excludes time that User is unable to access the Services due to any of the following:
(a) Maintenance Time
(b) User’s own Internet service provider
(c) Force majeure event
(d) Any systemic Internet failures
(e) Any failure in User’s own hardware, software or network connection
(f) User’s bandwidth restrictions
(g) User’s acts or omissions
(h) Anything outside of the direct control of User
(i) User’s failure to comply with User Responsibility, user qualifications and/or user requirements set forth below.

Statehub Network
The Statehub network inside of Replix border routers and cloud accounts.

Affected User Resources
The Services are provided in a multi-tenant architecture where User’s domain may be extended across numerous servers. User may obtain remedy only for affected user resources residing on the server experiencing Downtime exceeding the SLA Service Metric.


Maintenance Notices
Replix will make reasonable efforts to communicate the date and time that Replix intends to make the Services unavailable via the front page of the support web site at least forty-eight (48) hours in advance (or longer if practical). User understands and agree that there may be instances where Replix needs to interrupt the Services without notice in order to protect the integrity of the Services due to security issues, virus attacks, spam issues or other unforeseen circumstances. Below are the Maintenance Windows and their definitions:

Emergency Maintenance
These change controls happen immediately with little notification ahead of time; however,
Replix will post the information to its website soon after or during the change.

Preventative Maintenance
These change controls are when Replix detects an item in the environment that Replix needs to
take action on, to avoid emergency change controls in the future. These change controls, if possible, will usually occur in low peak hours with peak being defined by our network metrics.

Planned Maintenance
These are change control’s being done to:
– Support on-going product and operational projects to ensure optimal performance
– Deploy non-critical service packs or patches.
– Periodic redundancy testing.

Where possible planned maintenance will be posted forty-eight (48) hours in advance. However certain circumstances may preclude Replix from doing so, such as an external vendor issuing a change control to Replix (e.g. the power) alerting Replix to perform power testing 48 hours ahead of time.

USER RESPONSIBILITY

Minimum Requirements
The required configurations User must have to access the Services include:
– Internet connection with adequate bandwidth
– Internet Browser

Administration Interfaces
The Services include Administration Interfaces (Web-based Administration Interface, Command Line Interface, and Administration APIs) provided to all users enabled with the Services, therefore the users can manage their own account. User should use discretion when granting internal administrative privileges to the Administration Interfaces. Replix is not responsible for Downtime related to negligence in the Administration Interfaces and is unable to provide credits due to negligence in the Administration Interfaces. An example of negligence is Services unavailability caused by reaching quota limits. Another negligence example is Services disabled/deleted in error. Please note that the SLA does not include any back up or recovery services.


SLA SERVICE METRIC

Replix will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage, during any monthly billing cycle ( “Service Commitment”). If the Services do not meet the Service Commitment, User will be eligible to receive a Service Credit as described below.

Measurement
Replix uses a proprietary system to measure whether the Services are Available, and User agrees that said Replix system will be the sole basis for resolution of any dispute that may arise between User and Replix regarding this SLA.

Availability is calculated based on the following formula:
A = (T – M – D) / (T – M) x 100%
A = Availability
T = Total Monthly Minutes
M = Maintenance Time
D = Downtime

Service Credits / Remedy

Service Credits are calculated as a percentage of the total charges paid by User for the Services for the billing cycle in which the error occurred in accordance with the schedule below.

For all requests not otherwise specified below:

Monthly Availability Percentage Service Credit Percentage
Less than 99.9% but greater than or equal to 99.0% 10%
Less than 99.0% but greater than or equal to 95.0% 25%
Less than 95.0% 100%

Replix will apply Service Credits only against future payments for the Services otherwise due from User. Service Credits will not entitle User to any refund or other payment from Replix. Service Credits will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one US dollar ($1 USD). Service Credits may not be transferred or applied to any other User account. User’s sole and exclusive remedy for any unavailability or non-performance or other failure by Replix to provide the Services is the receipt of Service Credits (if eligible) in accordance with the terms of this SLA.

Credit Request and Payment Procedures

(a) There must be a support ticket documenting the event within 24 hours of the service interruption; and
(b) User’s account must be in good standing with all invoices paid and up to date.

User must notify Replix in writing within five (5) business days by opening a support ticket and providing the following details:

(a) Subject of email must be: “Claim Notice – ” (User’s account name as registered with Replix must be listed in place of ‘‘)
(b) List the type of service that was affected
(c) List the date the Downtime occurred
(d) List User Resources affected by Downtime
(e) List an estimate of the amount of actual Downtime
(f) Ticket number of the documented event

The information provided in the Claim Notice is subject to Replix’s confirmation, which Replix will endeavor to confirm within five (5) business days of receipt of the Claim Notice. If Replix cannot confirm the Downtime, then User and Replix agree to refer the matter to executives at each User for resolution.

If Replix confirms that Replix is not in compliance with the SLA Service Metric, User will receive, as sole and exclusive remedy for any breach of the SLA/Services, Replix’s response as set forth in the table above, solely for the affected SLA Service Metric in respect of the Affected User Resources for the affected month.

The remedy set forth herein is subject to the disclaimers and limitation on liability set forth in Replix’s Terms of Use for Statehub, available at: https://statehub.io/terms-and-conditions/.

Last Updated: July 12, 2021.