Service Level Agreement Policy

This Service Level Agreement is subject to the Service Exceptions (as defined below), the Agreement, and dependent upon the support level subscribed to by Customer as specified in a Statement of Work (“SOW”). Unless explicitly agreed otherwise in writing by the Parties, Customer’s orders for Services shall be governed by the Agreement (including all Exhibits) and nothing contained in any purchase order, letter or other instrument shall in any way modify, vary, change or add any term or condition hereto.

The business resumption plan contained in the standard iBase-t offering is a cold site, 8 hours to restore full service. Backups are copied to secure offsite storage with retention settings as follows;

• Daily – twice daily backups stored for 5 days
• Weekly – once a week stored for 20 days
• Monthly – first of the month stored for a year

Scheduled service outages, if required, will normally occur on Saturdays between 1:00 AM and 5:00 AM pacific time, however, this can be customized to support customers’ specific needs. If scheduled service outages are required outside of this time frame, Customer will be notified in advance. iBase-t commits to provide 99.5% uptime with respect to the Customer’s Service during each calendar quarter of the Term, excluding regularly scheduled maintenance times and connectivity loss due to Customer’s ISP, and Service Exceptions defined below. If in any calendar quarter this uptime commitment is not met by iBase-t and Customer was negatively impacted (i.e., attempted to log into or access the Service and failed due to the unscheduled downtime of the Service), iBase-t shall provide, as Customer’s sole and exclusive remedy, service credits in an amount equal to the following (percentages are based on quarterly pro-rata portion of the hosted services fees identified above:

99% – 99.49% = 5%
97% – 98.99% = 7.5%
95% – 96.99% = 15%
Less than 95% = 25%

In the event of repeated failures to achieve the uptime objective outlined above, specifically if iBase-t fails to achieve the target in three (3) consecutive quarters or in any four (4) quarters out of a rolling six (6) quarter period, Customer shall be permitted to terminate this Agreement, upon notice to iBase-t, without penalty or fee.

Regularly scheduled maintenance time is not considered downtime for purposes of the above calculation. Maintenance time is regularly scheduled if it is communicated in accordance with the notice section set forth below at least two full business days in advance of the maintenance time as well as emergency maintenance. Regularly scheduled maintenance time typically is communicated at least a week in advance, scheduled to occur at a time that minimizes disruption to your business and consumes approximately 24-48 hours each quarter. In the event of a critical vulnerability iBase-t reserves the right to take systems down for emergency maintenance; in the cause of such an event we will make a reasonable effort to notify the customer in advance of the maintenance.

This Service Level Commitment may be amended by iBase-t in its discretion but only after providing thirty (30) days’ notice. Notices will be sufficient if provided to a user designated as an administrator of your iBase-t account either: (a) as a note within the iBase-t Customer Support Portal, or (b) by email to the registered email address provided for the administrator(s) for Customer’s account. iBase-t Sandbox, Beta and debugger accounts and other test environments are expressly excluded from this or any other service level agreement.

The calculation of iBase-t’s 99.5% uptime above shall not include periods of unavailability caused by any of the following (collectively known as, “Service Exceptions”): (a) a suspension of Services by iBase-t for material breach by Customer of the Agreement (including the SOW); (b) a force majeure event as defined below; (c) the action(s) or inaction(s) of Customer or any third-party directed or controlled by Customer; (d) the failure of equipment, software or other technology owned or controlled by Customer; and (e) scheduled maintenance.

A “force majeure event” means the unforeseeable occurrence of any of the following: war or terrorist activity, rebellion or revolution; act of local or national government; nuclear accident; or damage or destruction to property caused by act of God, any other similar type of event out of iBase-t’s reasonable control.