LICENSE AND MASTER SERVICES AGREEMENT
ATTACHMENT C — RULES AND REGULATIONS
- APPLICABILITY OF RULES AND REGULATIONS
These Rules and Regulations apply to each Customer of Licensor and their respective Representatives, employees, contractors, customers, agents, invitees and users of the Data Center and/or the Related Data
Center Services. In addition, Customer’s online facilities, and those utilizing such online facilities, are subject to these Rules and Regulations. Licensor reserves the right to apply and enforce the Rules and Regulations so as to maintain the integrity, reliability and legality of the Data Center and the Related Data Center Services.
- ACCESS TO DATA CENTER
- Only those individuals identified by Customer as its Representatives may access the Customer
Area. Customer may not allow any other person to access the Data Center or the Customer Area. Licensor reserves the right to deny or restrict access to any Customer or Representative that is in violation of this Agreement.
- Licensor may always restrict access to the Data Center or the Customer Area in an emergency and/or response to a governmental request.
- Customer agrees to adhere at all times to any reasonable security measures which may be established by Licensor with respect to the Data Center, Customer Equipment and all other equipment contained in the Data Center.
- Customer acknowledges that Licensor is using closed circuit TV/audio and other surveillance measures.
- Customer shall park in the Customer designated parking areas.
- USE OF DATA CENTER
- Customer, Representatives and Customer’s invitees shall (a) comply with Law and Licensor’s rules and restrictions (including these Rules and Regulations), (b) present and deposit photo identification to the satisfaction of Licensor, (c) respect the property and observe the rights of other customers, and (d) not enter restricted areas.
- Customer shall make all installations and repairs which require Licensor’s support or supervision only during Licensor’s normal business hours.
- Customer must keep the Customer Area clean at all times. Customer may not store any paper products, cardboard, boxes or other materials in the Customer Area (other than equipment manuals). All empty boxes, crates and trash will be removed from the site or discarded at the site per Licensor instructions. No flammable materials may be stored in the Data Center.
- Customer may not bring, or make use of, any of the following into the Data Center: (a) Food or
drink, (b) Alcohol, Illegal Drugs or other intoxicants, (c) Tobacco products, (d) Electro-
magnetic devices, (e) Explosives or Pyrotechnics, (f) Radioactive materials, (g) Weapons, (h) Photographic or recording equipment of any kind, (i) Chemicals or Hazardous Materials or (j) any other material reasonably determined by Licensor to be inconsistent with the operation of the Data Center.
- Smoking is not permitted at any time in or near the Data Center. Smoking outside of the Data Center shall be in designated areas only.
- Children under the age of sixteen (16) are not permitted in the Data Center.
- Customer shall comply with Licensor’s Emergency Action Plan.
- In the event Customer requests assistance from Licensor related to the Related Data Center
Services pursuant to an open help ticket or otherwise, and Licensor determines the origin of Customer’s issues is due to Customer, Licensor reserves the right to charge Customer for resolution of such issue at a rate of at least $250 per hour with the first hour being at no cost to Customer).
- MODIFICATION TO DATA CENTER
- Upon ten (10) days prior written notice, Customer shall submit written plans and requests for any required equipment installation or removal within the Data Center. Licensor reserves the right, in its sole and absolute discretion, to approve or disapprove such plans, provided that if Licensor determines to disapprove such plans it shall provide Customer with specific reasons for its decision.
- Modifications to any system within the Data Center shall be made only by Licensor or under its
direct control. Customer shall have no right whatsoever to move, install or otherwise use any common system (e.g., electric, HVAC, fire/life safety, communications) without the prior written approval of Licensor. All work to common structures (e.g., ladder rack, floors, ground system, etc.) shall be performed by Licensor.
- EQUIPMENT AND CONNECTIONS
- All Customer Equipment must be clearly labeled with Customer’s name (or code name provided to Licensor) and an individual component identification tag. All cables and connections to and from Customer Equipment must be clearly labeled. Licensor reserves the right to remove or disconnect unidentified equipment and cables in the Data Center.
- All Customer Equipment must be certified by Underwriter’s Laboratories (“UL Certified”) and comply with local building code and applicable regulations of the Federal Communications Commission.
- Customer may not connect or disconnect any Customer Equipment or other equipment except as specifically pre-approved by an authorized employee of Licensor, at least forty-eight (48) hours in advance of the proposed action, unless otherwise approved by Licensor. A Customer which is not then current in its payment obligations to Licensor may not remove any equipment from the Data Center.
- Customer must follow hot and cold aisle designations when installing Customer Equipment, and otherwise.
- Customer Equipment must be configured and run at all times in compliance with the manufacturer’s specifications, including electrical load, clearance and weight load requirements.
- Licensor makes available, at its Data Center, certain tools and equipment for the temporary use by Customer at the Data Center. This equipment is provided in an “AS IS” condition without any warranties of any kind. Customer may borrow and/or use any Licensor property or equipment, at its own risk, subject to (a) the prior review and approval of Licensor, and (b) any terms of use which Licensor places on such use. Any Licensor tool which Customer fails to return to its designated place shall be billed to Customer at replacement cost.
- Customer may not place equipment in the Data Center, which is materially damaged, is of disputed title or otherwise subject to dispute.
- SCHEDULED MAINTENANCE
Routine and ongoing maintenance of systems is critical to the proper and reliable operation of a data center and should be expected by Customer. Periodically, Licensor will conduct scheduled maintenance of its Data Center, the systems therein and of the Related Data Center Services. Licensor seeks to minimize the impact of such operations on Customer. During such time, the Data Center and Related Data Center Services may not function at optimal performance or any performance at all and Customer may be unable to access its data or Customer Equipment. Customer agrees to cooperate with Licensor during scheduled maintenance periods so that Licensor may keep such period of time to a minimum.
- EMERGENCY PROCEDURES
In the event Licensor believes in its sole discretion that an emergency situation exists regarding the Data Center, the Customer Business, Customer Area, Customer Equipment and/or Customer Materials, Customer grants Licensor permission to access the Customer Area, Customer Equipment and/or Customer Materials so that Licensor may attempt to remedy the emergency situation. Licensor shall make commercially reasonable efforts to promptly notify Customer of the emergency situation and Licensor shall not be liable for any damage (including, without limitation, damage to the Customer Area, Customer Equipment and/or Customer Materials), caused by Licensor or any third parties in attempting to evaluate or remedy the emergency situation.
- MISCONDUCT
Customer and its Representatives may not:
- Damage, deface, misuse or abuse any property or equipment in the Data Center;
- Act in a careless or reckless manner or otherwise threaten the orderly operation of the Data Center;
- Make unauthorized contact or interference with any property or equipment of Licensor or any other customer of Licensor;
- Use fraud, artifice or subterfuge to gain access to any area of the Data Center to which they are not authorized;
- Harass, threaten or harm any individual, including Licensor personnel and representatives of other customers of Licensor;
- Engage in any activity that is in violation of the Law, or aid others in criminal activity while at the Data Center or in connection with the Related Data Center Services; or allow unauthorized access to the Data Center.
- ONLINE CONDUCT & ACCEPTABLE USE POLICY
Customer agrees that it has read, accepted and agrees to be bound by Licensor’s Acceptable Use Policy (“AUP”). Customer agrees that it is Customer’s responsibility to ensure compliance with this AUP by its employees, agents, contractors, customers and/or other users.
- MODIFICATION OF RULES AND REGULATIONS
Licensor reserves the right to change these Rules and Regulations at any time, provided that it provides
Customer with seven (7) day advance written notice. Customer is responsible for regularly reviewing these Rules and Regulations. The Rules and Regulations are always available in the Data Center or by email request to: cloud@avettacloud.com. Continued use of the Related Data Center Services following any such changes shall constitute the Customer’s acceptance of such changes.
LICENSE AND MASTER SERVICES AGREEMENT
ATTACHMENT D — SERVICE LEVEL AGREEMENT
- CERTAIN SERVICE INFRASTRUCTURE ELEMENTS
Set forth below are certain elements of the Service Infrastructure:
Service Infrastructure
Data Center Conditioned Power Systems
- utility power source
- backup power source
- uninterruptible power system
- power distribution unit
Data Center Air Conditioning
- heat removal
- air movement
- humidification/dehumidification
- air filtration
- leak detection
Data Center Fire Detection
- very early warning smoke detection system
Data Center Fire Suppression
- piped pre-action system
Data Center Security
- access control
- video surveillance
II. SERVICE LEVEL OBJECTIVES
Set forth below are Licensor’s Service Level Objectives for specific Related Data Center Services:
Power:
For Customers who choose dual power feed configurations (A & B Circuit): Licensor’s service level objective is 100 percent (100%) availability of Conditioned Power to the Customer Area.
For Customers who choose single power feed configurations: Licensor’s service level objective is 99.5 percent (99.5%) availability of Conditioned Power to the Customer Area.
Temperature:
Lesssor’s service level objective is to maintain an ambient temperature of seventy-two (72) degrees, +/- five (5) degrees, at all times in the Customer Area.
Humidity:
Licensor’s service level objective is to maintain an ambient humidity of forty-five percent (45%), +/- fifteen percent (15%), at all times in the Customer Area.
Bandwidth:
For Customers who choose dual network feed configurations, Licensor’s service level objective is one hundred percent (100%) availability of IP Bandwidth
III. 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 Related Data Center Services referenced therein (a “Service Level Failure”).
| Service Level Objective Service Level Failure
|
Service Level Credit | |
| Power Primary Power Failure (A and B) | The Service Level Credit shall equal | |
| – If Customer takes A & B Circuit | the total monthly License Fees of the | |
| per Attachment A, it shall be a Service Level Failure if both electricity feeds A and B fail simultaneously for any amount of time to supply any Customer Equipment or across the entire Customer Area.
|
Customer Area divided by 30 minus five. | |
| Power Primary Power Failure (Single | The Service Level Credit shall equal | |
| Circuit) – If Customer takes a single | the total monthly License Fees of the | |
| circuit only per Attachment A, it shall be a Service Level Failure if the single electricity feed fails for any amount of time in excess of 109.5 minutes during any calendar year to supply any Customer Equipment or across the entire Customer Area.
|
Customer Area divided by 30 minus five. | |
| Temperature | Temperature Failure – It shall be a | The Service Level Credit shall equal |
| Service Level Failure if the ambient | the total monthly License Fees of the | |
| Air Temperature (as defined in Note 1 below) average, as measured across all measurement points (a “Temperature Reading”) is outside a range of seventy two (72) degrees Fahrenheit +/– five (5) degrees
Fahrenheit for four (4) hours after a Temperature Reading fell outside a range of seventy two (72) degrees |
Customer Area divided by 30 minus five. | |
Fahrenheit +/– five (5) degrees Fahrenheit.
| Service Level Objective Service Level Failure
|
Service Level Credit |
| Temperature Critical Temperature Failure – It | The Service Level Credit shall equal |
| shall be a Service Level Failure if a | the total monthly License Fees of the |
| Temperature Reading is above 87 degrees Fahrenheit.
|
Customer Area divided by 30 minus five. |
| Humidity Humidity Failure – It shall be a | The Service Level Credit shall equal |
| Service Level Failure if the ambient | the total monthly License Fees of the |
| air relative humidity average, as measured across all measurement points (a “Humidity Reading”), is outside the range of forty-five percent (45%), +/- fifteen percent (15%) relative humidity six (6) hours after a Humidity Reading fell outside of forty-five percent (45%), +/- fifteen percent (15%) relative humidity range.
|
Customer Area divided by 30 minus five. |
| Humidity Critical Humidity Failure – It shall | The Service Level Credit shall equal |
| be a Service Level Failure if the | the total monthly License Fees of the |
| Humidity Reading exceeds sixty one percent (61%) and causes water to condense in the Customer Area.
|
Customer Area divided by 30 minus five. |
| IP Bandwidth IP Bandwidth Failure – If | The Service Level Credit shall equal |
| Customer takes dual network feed | the total monthly License Fees |
| configurations, it shall be a Service | specific to IP Bandwidth for the |
| Level Failure if both network feeds are unavailable simultaneously for any amount of time to Customer Area. | Customer Area divided by 30 minus five. |
Note 1: Air Temperature will be monitored at the midpoint of both the x and y axis of each designated cold aisle in the Customer Area and immediately below the drop ceiling in the Customer Area, or as otherwise reasonably determined by Licensor.
Note 2: Humidity will be measured by the humidification control system that pertains to the Customer Area, or as otherwise reasonably determined by Licensor.
Note 3: As relates to IP Bandwidth, Customer recognizes that the internet is comprised of thousands of autonomous systems and that this SLA covers the provision of access by Licensor to the global internet “cloud”. Routing anomalies, asymmetries, inconsistencies and failures, outside of the control of Licensor, can and will occur on other networks. In such instance, Licensor shall use its commercially reasonable efforts to route traffic via an alternative route path, but any such events shall not be deemed to be a Service Level Failure for purposes hereof. Further, if the price of the IP Bandwidth is not specified specifically on Attachment A (e.g. due to package pricing), the price will be determined by Licensor using Licensor’s then current market pricing for IP Bandwidth
A Service Level Failure begins upon receipt of Licensor 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
cloud@avettacloud.com or via telephone to Licensor’s 24-hour response line. An applicable Service Level Credit allowance shall appear on Customer’s next invoice following processing. 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 monthly License Fees, as applied specifically to the particular Data Center service that experienced the Service Level Failure. If the price of the particular Data Center 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 Licensor using Licensor’s then current market pricing for the specific Data Center 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 a
Customer Party; (b) due to failure of equipment provided by a Customer Party; (c) during any period in which Licensor is not given access to the service premises; (d) which is part of a planned service interruption for maintenance in accordance with Attachment B, or results from implementation of a Customer order; (e) due to a force majeure event; (f) for which Customer is entitled to a Service Level Credit for the same or a contemporaneous Service Level Failure; (g) affecting portions of the Customer Area used for office or storage space; or (h) resulting from Customer’s breach of this Agreement (including, without limitation, Attachment C).
Total cumulative Service Level Credits earned in any thirty (30) day period shall not exceed the amount of one (1) month’s License Fees for the Customer Area.
This Service Level Agreement may be modified from time to time by Licensor and can be reviewed by Customer at the Data Center, provided that Customer may request that the terms of the particular Service Level Agreement that were in effect as of the Effective Date remain applicable during the Term.
