Service Level Agreements

Any capitalized terms not otherwise defined herein shall have the definitions ascribed thereto in the main body of the MPSA or the Order(s) applicable to the Advanced Monitoring Service.

• “Availability” – the ability of the Advanced Monitoring Service to query each Monitoring Target as to its current status/availability.
• “Data” – a set of file systems, directories, or individual files as designated by Customer.
• “Systems” – the on-line systems provided by Deft to utilize the Advanced Monitoring Service, including firewall appliances, monitoring and reporting equipment, and network switches.

Via Deft’s “Advanced Monitoring Service,” Deft uses commercially reasonable efforts to provide Customer with reasonable comprehensive infrastructure monitoring, including, but not limited to, servers, storage systems, network appliances, virtual machines and operating systems, as well as operating parameters such as fan speeds, CPU utilization, disk activity, memory usage, storage utilization and storage performance. The Advanced Monitoring Service can be deployed in support of infrastructure within a Deft Datacenter Facility, or within Customer-designated premises, provided that Customer’s systems have public IP addresses or private network access is available to the Systems providing the Advanced Monitoring Service (each such monitored entity, a “Monitoring Target”).

Deft offers many configuration and alert options for the Advanced Monitoring Service. These configuration and alert options are tailored to Customer’s needs. Deft staff, in accordance with both Customer’s Order and any applicable sales engineering documentation generated with Customer input, may perform physical installation of the Advanced Monitoring Service and service configuration.

If Customer orders the Advance Monitoring Service, Customer herein expressly grants Deft and Deft’s Third Party Providers the rights (i) to install a software collector to facilitate data collection, alerting and monitoring and (ii) to access Customer equipment and other related property as reasonably necessary to set up and/or provide the Advanced Monitoring Service for the purpose of maintaining Deft’s Systems.

Fees for the Advanced Monitoring Service are charged per Monitoring Target on a calendar-month basis. Fees include a non-recurring charge for setup and configuration, and a monthly Recurring Charge for the Advanced Monitoring Service. Additional Fees may be incurred by Customer for professional Services provided by Deft outside the scope of the Advanced Monitoring Service, provided that any Fees for such additional Services will be agreed upon, in writing, by both Parties prior to such Services being performed.

Deft will use commercially reasonable efforts to maximize availability of the Advanced Monitoring Service, and to achieve the SLAs detailed below.

Service Availability SLA – 99.9% monthly availability of the Advanced Monitoring Service to each Monitoring Target.

Availability in Customer-Operated Data Centers SLA – 99.9% availability of Deft’s Advanced Monitoring Service. If Deft fails to meet this SLA because of Systems contained within or connecting to the Customer-operated data centers, and such Systems are not provided by or are outside of the Deft Network and Deft’s operational control, Customer will not have recourse for availability under the SLA.

Data Aggregation SLA – Deft provides Data Aggregation schedules, including:

• Every stored sample (down to 1 minute resolution) is kept for 5 hours. (Note that the stored sample may be subject to interpolation, to align it with per-minute time slots.)
• Data with 8 minute resolution, with the min, max and average samples for every 8 minute period is available for one week.
• Data with 3 hour resolution with the min, max and average samples for every 3 hour period is available for one month.
• Data with 12 hour resolution with the min, max and average samples for every 12 hour period is available for one year.

Data Retention SLA – Deft provides Data Retention schedules, including:

• Entries in the audit log are kept for 60 days.
• Collector event history is stored for 7 days.
• The history of a deleted instance is kept for 30 days. If the instance is rediscovered or added again during that period, the history is available.
• Event alert history is kept for 30 days.
• No history is kept for a host once the host is deleted.
• No history is kept for a datasource on a host when that datasource is no longer associated with the host.

Service Availability SLA – If Deft fails to meet the Service Availability SLA for any individual Monitoring Target, Deft shall credit Customer’s account with 20% of the Recurring Charges attributable to the affected Monitoring Target(s) for the calendar month in which the disruption occurred.

Limitation on Remedies – If Customer is entitled to multiple Credits under this Supplement, such Credits shall not exceed the total Recurring Charges for the Advanced Monitoring Service for such month. Except as set forth in this Supplement, Deft makes no claims regarding the availability or performance of the Advanced Monitoring Service.

Exceptions – In addition to the exclusions set forth in the main body of the Master Products and Services Agreement, Customer shall not receive any Credits under this Supplement in connection with any failure or deficiency caused by or associated with the following:

Deft shall not be responsible for the failure to meet any SLA with respect to Monitoring Targets which reside outside of a Deft Data Center Facility or are not connected to the Deft Network.

Any capitalized terms not otherwise defined herein shall have the definitions ascribed thereto in the main body of the MPSA or the Order(s) applicable to the Cloud Application Management service.

• “Cloud Application” – the services configured to work together to deliver Customer’s business application, as defined in the Order.
• “Cloud Provider” – a provider of cloud computing services including, but not limited to, Amazon Web Services, Google Cloud Platform, or Microsoft Azure.
• “Cloud Resources” – the Cloud Provider infrastructure necessary to support each Cloud Application, whether procured by Customer or Deft.
• “Cloud Application Management” – pursuant to an Order, Deft’s ongoing monitoring and maintenance of Customer’s Cloud Resources and Cloud Application as defined in the Order.
• “Production Date” – Mutually agreed upon date when customer considers a given environment production. Date maybe defined in the SOW or during project execution.
• “Working Hours” shall mean 8:00AM – 5:59PM (CST), Monday through Friday.
• “Non-Working Hours” shall mean all hours outside of Working Hours including without limitation from Friday at 6:00PM (CST) through 8:00AM (CST) on Monday and national holidays recognized in the United States.
• “Professional Services” – consulting services provided by Deft staff or contractors on a time or project basis, including but not limited to,, software development, performance, security, lifecycle.
• “Security Standards” – the list of required information security practices for configuration of, and access to any Cloud Resources, as set forth below.
• “Statement of Work (‘SOW’)” – each Order executed between the Parties establishing the specifics of the Cloud Application Management service to be provided or performed by Deft.

Deft’s Cloud Application Management  is provided to support Customer’s Cloud Application running on Cloud Resources (obtained from a Cloud Provider by Deft or Customer) along with ongoing Cloud Application Management provided by Deft.

Cloud Application Management is set forth in a Statement of Work between Deft and the Customer.

Deft Professional Services are available to assess, document, implement, test, and launch a Cloud Application. This includes an estimate of the Cloud Resources required for the environments designed to develop, test, and run the Cloud Application (whether procured by Deft or Customer), and the ongoing Cloud Application Management provided by Deft.

Deft offers Cloud Application Management tailored to each Cloud Application thru a Statement of Work. Cloud Application Management may include: change management, incident management, provisioning management, patch management, access management, security management, continuity management and monitoring and reporting.

Deft offers Cloud Application Management in Standard and High Availability options, based on the design of Customer’s Cloud Application, budget, and design objectives.

Via Deft’s Standard Cloud Application Management, services are provided for environments that are not designed to be fully redundant, meaning, a single failure in the underlying Cloud Resources can render the Cloud Application unavailable.

Via Deft’s High Availability Cloud Application Management, services are provided for environments that are designed to be fully redundant with regard to the Cloud Provider’s segmentation of geographic, network, storage, and data center availability, as well as the design and compatibility of each individual service comprising the Cloud Application.

Fees for Professional Services are time or project-based and are agreed upon by both Parties in a Statement of Work.

Fees for Cloud Resources are established by the Cloud Provider and passed thru by Deft. Cloud Provider fees typically vary based on purchase volume, time commitments, usage, capacity, and performance of the Cloud Resources.

Deft’s Fees for Cloud Application Management are charged on a monthly basis and agreed upon by both Parties in a Statement of Work. Fees are typically based on the size of the Cloud Resources, availability and maintenance requirements of the Cloud Application, and the scope of responsibilities Deft agrees to undertake.

Additional Fees may be incurred by Customer for completion of services provided by Deft outside the scope of the initial Statement of Work for the Cloud Application. Fees for any such additional Services will be agreed upon, in writing, by both Parties prior to the Services being performed.

Def will use commercially reasonable efforts to maximize availability of the Cloud Application and to achieve the SLAs detailed below. To the extent availability of the Cloud Application is compromised by the performance of the underlying Cloud Resources, Deft will cooperate with Customer to document and apply for any applicable credits or remedies with the Cloud Provider.

Availability SLA, Standard Cloud Application Management – For Deft’s Standard Cloud Application Management, Deft provides the following uptime SLA: 99.95% availability of the Cloud Application to respond to incoming requests from all endpoints. If the Cloud Application’s availability is disrupted, and the disruption lasts for more than twenty-one (21) minutes, Customer shall be eligible for a Credit as set forth below.

Availability SLA, High Availability Cloud Application Management –For Deft’s High Availability Cloud Application Management, Deft provides the following uptime SLA: 99.99% availability of the Cloud Application to respond to incoming requests from all endpoints. If the Cloud Application’s availability is disrupted, and the disruption lasts for more than six (6) minutes, Customer shall be eligible for a Credit as set forth below.

The SLA for Cloud Resources will be dependent upon the Cloud Platform(s) selected by Deft and the Customer.

Standard Cloud Application Management SLA – In the event the Cloud Application’s availability is disrupted in excess of the allowed limits identified in the section above, Deft will provide Customer with a credit in an amount equal to twenty-five percent (25%) of the then-current monthly management fees for the affected Cloud Application. Notwithstanding anything herein to the contrary, in the event of multiple issues, the cumulative credit owed to Customer in any given month shall not exceed an amount equal to seventy percent (70%) of the of the then-current monthly management fees for the affected service. Credits shall be calculated on a monthly basis as a percentage of the then-current monthly management fee paid by Customer to Deft.

High Availability Cloud Application Management SLA – In the event the Cloud Application’s availability is disrupted in excess of the allowed limits identified in the section above, Deft will provide Customer with a credit in an amount equal to twenty-five percent (25%) of the then-current monthly management fees for the affected Cloud Application. Notwithstanding anything herein to the contrary, in the event of multiple issues, the cumulative credit owed to Customer in any given month shall not exceed an amount equal to seventy percent (70%) of the of the then-current monthly management fees for the affected service. Credits shall be calculated on a monthly basis as a percentage of the then-current monthly management fee paid by Customer to Deft.

Limitation on Remedies / Credit Request Process – Customer shall be responsible for requesting credits by notifying Deft via telephone at (312) 829-1111 or email at billing@deft.com within thirty (30) days after the end of the month in which the issue occurs. Notwithstanding anything herein to the contrary, in the event Customer does not request credit(s) within such timeframe, then Customer shall not be entitled to such credit(s).

Exceptions – In addition to the exclusions set forth in the main body of the Master Products and Services Agreement (the “MPSA”), Customer shall not receive any Credits under this SLA in connection with any failure or deficiency caused by the failure of Customer-owned equipment, software, or configuration used in connection with the Cloud Application including failures of the Customer’s own network, or that of intermediate Internet Service Providers (ISPs), or the network of any End Users.

Emergency Maintenance – Deft may conduct Emergency Maintenance without advance notice. Should a service-impacting Emergency Maintenance be required, Deft will use commercially reasonable efforts to notify Customer upon execution of the maintenance.

Exclusions – The availability SLAs exclude service disruptions due to the following Customer events: Denial of Service (DOS) Attack; physical saturation of the Customer’s connections to the public Internet; exhaustion of provisioned resources including, but not limited to, CPU, memory and disk space; or exceeding the rated or licensed traffic capacity of the Public Cloud infrastructure.

Notwithstanding anything herein to the contrary, the terms set forth herein do not apply in the event that (i) the issue arises as a result of Customer’s failure to comply with the terms and conditions of the Master Services Agreement, (ii) the issue arises as a result of Customer’s and/or its affiliates acts and/or omissions, (iii) Deft has the right to suspend such “Services” in accordance with the terms and conditions of the Master Services Agreement, (iv) a force majeure event occurs, (v) the Service is affected as a result of a third party’s act or omission outside of Deft’s reasonable control, (vi) the Service is affected during maintenance, (vii) an issue arises with the “Services” as a result of a third party product and/or service, (viii) Customer has not entered into a Managed Services Agreement with Deft (x) result from Customer’s equipment, software or other technology and/or third-party equipment, software or other technology, (xi) Customer is past due on payment of any outstanding invoices and/or (xii) Customer does not comply with Deft’s security standards.

For avoidance of doubt, this SLA shall not apply in development and staging environments and shall only apply once Customer is in a live production environment.

Issue Levels and Response Times.

In the event of a Level 1, Level 2 or Level 3 issue with the Services, Customer shall notify Deft via Customer’s support portal (which will be provided during the onboarding process) or telephone at 312-895-3005. In the event of a Level 4 or Level 5 issue with the Services, Customer shall notify Deft via Customer’s support portal telephone at 866.960.9123, Option 1 or via e-mail at Customer’s dedicated support email address which will be provided during the onboarding process.

For avoidance of doubt, notifications received via e-mail are treated as Level 4 issue. Deft shall use commercially reasonable efforts to provide a response within the timeframes set forth herein. Once Customer notifies Deft, a support ticket will be created and categorized into one of the following severity levels, as determined by Deft in its sole and absolute discretion:

Level 1 – Critical

• “Level 1” means an issue with the Services that prevents the customer from using or accessing core applications running in a production environment and the impact to the business is critical. Examples of Level 1 issues include, but are not limited to:
  • Production website or web application is down
  • Multiple users cannot access production servers from multiple locations
  • Performance of core services has degraded to an unusable level
  • Production data is missing, unrecoverable, or lost

Level 2 – High

• “Level 2” means an issue with the Service that severely limits Customer’s use of its core applications. Level 2 issues are typically critical to business functions. Level 2 issues include, but are not limited to:
  • Severe degradation in performance
  • Components of a production system are not operating as expected however, the core systems are still operational
  • Redundant components within a fault tolerant or highly available infrastructure have failed

Level 3 – Normal

• “Level 3” means an issue with the Service that causes a degradation of service in Customer’s core applications in any environment (i.e. production, staging, development) and does not have a critical impact on business function.

Level 4 – Low

• “Level 4” means an issue with the Service that generally represents an annoyance to Customer of the core applications and does not have a negative impact on business function. In most cases, reasonable workarounds have been identified and employed in Level 4 issue scenarios.

Level 5 – Informational

• “Level 5” means an issue with the Service that generally includes questions or how-to advice about basic utilization of the Service and does not have a negative impact on business function.

In the event the support ticket is received by Deft during Working Hours, Deft shall use commercially reasonable efforts to respond within the following timeframes, which shall be based on Deft’s receipt of such support ticket:

In the event the support ticket is received by Deft during Non-Working Hours, Deft shall use commercially reasonable efforts to respond within the following timeframes:

Maintenance

As part of its Cloud Application Management service, Deft periodically schedules and performs maintenance. Standard OS and base application patching are performed during maintenance windows defined for the specific Environment Classifications:

• Development : 4 Hour maintenance window *every Wednesday* starting at 10AM UTC (4 AM CST) – Time can be adjusted for specific client needs and location
• Staging/UAT : 4 Hour maintenance window *Monthly on the 3rd Saturday* starting at 10AM UTC (4 AM CST) – Time can be adjusted for specific client needs and location
• Production : 4 Hour maintenance window *Monthly on the 4th Saturday* starting at 10AM UTC (4 AM CST) – Time can be adjusted for specific client needs and location
• Admin and Support: 4 Hour maintenance window *every Saturday* starting at 10AM UTC (4 AM CST) – Time can be adjusted for specific client needs and location

Maintenance automation is configured so that nodes in a high availability configuration are not done at the same time to prevent downtime.  Applications in a single-node configuration may experience downtime during the maintenance window.  The downtime for a single node is not expected to last the full 4-hour window, but may happen for several minutes anytime during that window.

Security Standards

Customer agrees to comply with Deft security standards, which shall include but not be limited to:

• Locking external access to environment and services to a restricted list of IP addresses or virtual private network connections;
• Engaging in appropriate use of encryption whenever data is exchanged between services and external users;
• Using key/certificate-based logins; and
• Not allowing external access to backend services (i.e. databases) without encryption and key-based access.

In accordance with Section 3.7 of the main body of the MPSA entered into by Deft and Customer, Customer must have the following Required Insurance with respect to the Public Cloud Service:

• Category B (Comprehensive General Liability Policy); and
• Category C (Cyber Liability Policy).

Any capitalized terms not otherwise defined herein shall have the definitions ascribed thereto in the main body of the MPSA or the Order(s) applicable to the Colocation Services.

• “Downtime” – Customer experiencing sustained packet loss in excess of fifty percent (50%), based on Deft’s measurements.
• “Humidity” – the humidity within Customer’s Colocation Space, which is measured between three (3) and five (5) feet from the floor and no closer than twelve (12) inches from the cool air intake side of a cabinet, as designated by Deft.
• “Loaded Cabinet” – an individual equipment cabinet in Customer’s Colocation Space exclusively containing Customer equipment.
• “Temperature” – the temperature within Customer’s Colocation Space, which is measured between three (3) and five (5) feet from the floor and no closer than twelve (12) inches from the cool air intake side of a cabinet, as designated by Deft.

Deft’s Colocation Services include Colocation Space Service, Power Service, Cross-Connect Service, and Media Conversion Service (collectively, “Colocation Services”).

Deft will use commercially reasonable efforts to provide Customer with Colocation Space(s) pursuant to the terms and conditions of this Agreement (the “Colocation Space Service”).

Subject to the terms and conditions of this Agreement, in consideration of the Installation Charges and Recurring Charges for Colocation Space set forth in the applicable Order(s), Deft grants Customer a license to use the area(s) in a Datacenter Facility licensed by Customer under this Agreement, as set forth on the applicable Order (the “Colocation Space”) during the Term.

For each Colocation Space, Deft will have sole discretion to determine at all times during the Term the exact location in the applicable Datacenter Facility where the Colocation Space will be located. Deft may at any time, in Deft’s sole discretion and at no cost or expense to Customer, relocate the Colocation Space to another area of the applicable Datacenter Facility. Deft shall notify Customer of any such relocation.

Colocation Space SLAs

Deft will use commercially reasonable efforts to achieve the SLAs set forth below:

Temperature SLA – The Temperature of air supplied to the Colocation Space shall be maintained in a range between 55 degrees and 80 degrees Fahrenheit.

Humidity SLA – The Humidity in the Colocation Space shall be maintained in a range between twenty percent (20%) and sixty-five percent (65%).

Remedies for Failure of Colocation Space SLAs

Temperature SLA – If a Loaded Cabinet experiences an event where the supply air Temperature drops below 55 degrees or exceeds 80 degrees Fahrenheit for more than four (4) consecutive hours (a “Temperature Irregularity”) two (2) or more times, during a calendar month, Deft shall provide to Customer a Credit equal to the Recurring Charges attributable to that Loaded Cabinet for one (1) day during the calendar month in which the Temperature Irregularities occur; provided, however, under no circumstances will Customer be entitled to Temperature Irregularity Credits in any one (1) calendar month in excess of seven (7) days of Recurring Charges.

Humidity SLA – If a Loaded Cabinet experiences an event where the Humidity drops below twenty percent (20%) or exceeds sixty-five percent (65%) for more than four (4) consecutive hours (a “Humidity Irregularity”) two (2) or more times during a calendar month, Deft shall provide a Credit equal to the Recurring Charges attributable to that Loaded Cabinet for one (1) day during the calendar month in which the Humidity Irregularities occur; provided, however, under no circumstances will Customer be entitled to Humidity Irregularity Credits in any one (1) calendar month in excess of seven (7) days of Recurring Charges attributable to the affected Loaded Cabinet(s).

Use of Colocation Space

The use of any Colocation Space is governed by the following:

• Customer must arrange equipment in the Colocation Space in a hot/cold aisle configuration, as designated by Deft. Customer is prohibited from installing any equipment that exhausts hot air into the cold aisle of any Datacenter Facility, as doing so may affect the Temperature in the Colocation Space or that of an adjacent customer’s space.  Special cabinet or equipment venting configurations must be pre-approved by Deft.
• In every Data Center Facility where blanking panels are utilized as a barrier between hot and cold air, Customer must close any void in any cabinet or rack space with a blanking panel. In such Datacenter Facilities, each cabinet is delivered with a full set of panels pre-installed, and extra panels are provided free of charge.
• Customer must observe the rules and regulations of each Data Center Facility, verbal, posted, or written in print or on the Deft Website, or as may be provided to Customer from time to time via email delivery.
• Customer expressly grants Deft and Deft’s Third Party Providers the right to access Customer equipment and other property of Customer in the Colocation Space for the purpose of providing and maintaining the Colocation Space and/or any areas adjacent to the Colocation Space. Customer acknowledges that any Customer equipment that is designed with side-to-side, side-to-rear, or front-to-side airflow must be able to support the air temperatures that are typical of the exhaust air portion of the cabinet.
• When setup of any Colocation Space is complete, Customer shall provide Deft written confirmation of acceptance of the Colocation Space before Customer is eligible to receive Credits under any of the Service Levels set forth in this Supplement.
• Customer shall, and shall require that its Sublicensees and contractors (and any subcontractors) and any other third party performing work for Customer in any Colocation Space, carry and maintain, and provide evidence thereof to Licensor, insurance policies evidencing insurance reasonably acceptable to Deft, including, without limitation, builder’s risk, installation insurance, and other forms of property insurance, and commercial general liability coverage, in amounts reasonably acceptable to Deft.
• Customer shall promptly pay all contractors and material men, so as to minimize the possibility of a lien attaching to the Datacenter Facility or any Colocation Space, and should such lien be made or filed, Customer shall bond against or discharge the same within ten (10) days after written notice. Customer also agrees to supply Deft with partial and/or final waivers of liens by any contractors and/or material men hired or engaged by Customer. Every contract for repairs, additions, alterations, or any other improvement of the premises shall contain an express, full and complete waiver and release of any and all liens, or claims or rights of lien against the Datacenter Facility.

Fees

Customer shall be responsible for all Fees for the Colocation Space Service beginning on the earlier of: (a) the date of installation of Customer’s equipment, and (b) the Commencement Date.

Notwithstanding anything in this Agreement (including on any Order) to the contrary, upon the expiration of the first year of the initial Term set forth on an Order, Deft may, at its reasonable discretion, increase the Fees for all Colocation Space Service at a rate not to exceed five percent (5%) per year; provided, however, if Deft’s costs to provide such Colocation Space (including rent and real estate taxes) necessitate an increase of more than five percent (5%), Deft may increase the Fees for such Colocation Space in a manner proportionate to the increase in costs to Deft.

Sublicensing Provisions

The following provisions apply with respect to any sublicense of any Colocation Space.

• Customer may sublicense all or part of any Colocation Space (each such sublicensed Space, a “Sublicensed Space”), but may not assign, delegate, or otherwise transfer, except as expressly permitted under the Agreement. Notwithstanding any sublicensing of Sublicensed Spaces, Customer will remain fully responsible to Deft for the performance of all of Customer’s obligations under this Agreement (including the payment of all amounts owed under this Agreement) and all other agreements between Deft and Customer. No sublicense arrangement or other arrangement between Customer and any Person to whom all or part of any Colocation Space is sublicensed (each, a “Sublicensee”) will relieve Customer from any liability under this Agreement or any other agreement between Deft and Customer. Without limiting the foregoing, Customer is responsible for paying all Fees for all of the Colocation Spaces (including Sublicensed Spaces) and the charges for additional Services for, or relating to, any or all of the Colocation Spaces (including Sublicensed Spaces). In no event will Deft be deemed to be providing any Services to Sublicensee for, or relating to, the Sublicensed Spaces, as the provision of any such Services will be deemed to be to Customer for all purposes under this Agreement.
• Customer must ensure that each and every agreement or other sublicense arrangement that Customer has with a Sublicensee does not have any terms or conditions that (i) seek to provide Sublicensee with rights that Customer does not have under this Agreement or (ii) are otherwise inconsistent with this Agreement. Without limiting the foregoing or any other restrictions on Sublicensees, no Sublicensee will have any right to use its Sublicensed Spaces in any manner that Customer is not permitted to use the Colocation Spaces.
• Sublicensees do not have any rights, separate and apart from Customer’s rights, to access their Sublicensed Spaces. Accordingly, only Customer’s authorized persons or Sublicensees may access the Sublicensed Spaces at a Datacenter Facility. Furthermore, Deft is not responsible for restricting a Sublicensee’s access to Customer’s Colocation Spaces located in an area to which that Sublicensee has access.
• Notwithstanding anything in this Agreement to the contrary, a Sublicensee has no right to sublicense, delegate, assign, or otherwise transfer its rights to use the Sublicensed Spaces to any other Person without Deft’s consent, which consent may be withheld in Deft’s sole discretion.
• Without limiting Customer’s indemnification obligations under this Agreement, Customer will indemnify, defend and hold harmless the Deft Parties, including Deft’s third-party Datacenter Facility providers, from any and all Losses incurred or suffered arising out of, or in connection with (i) any claim by a customer or end-user of any Sublicensee relating to, or arising out of, a Sublicensee’s or any of its customers’ services, Customer’s or any of its customers’ services, or the Services provided under this Agreement (including claims relating to interruptions, suspensions, failures, defects, delays, impairments or inadequacies in any of the aforementioned services, including the Services from Deft); and (iii) any claim by a Sublicensee to the extent that such claim, if sustained, would result in any greater obligation or liability of Deft to such Sublicensee than Deft has undertaken to Customer under this Agreement or any other agreement between Deft and Customer.

Surrender of Colocation Space

• Upon expiration or earlier termination of the Term with respect to any Colocation Space, Customer will promptly remove its equipment from the relevant Datacenter Facility at Customer’s expense. Customer will surrender the Colocation Space in good condition, reasonable wear and tear excepted. In addition, upon expiration or other termination of the Term for the Colocation Space for any reason, at Deft’s option, Customer will, at its sole cost and expense, remove all alterations, additions and improvements made or installed by Customer and restore the applicable portion of the Datacenter Facility to the same or as good condition as existed as when Customer first installed equipment, reasonable wear and tear excepted.
• If Customer fails to surrender any terminated Colocation Space or any portion thereof in accordance with the terms hereof, then it will be conclusively presumed that the value to Customer of remaining in the Colocation Space, and the loss that will be suffered by Deft as a result thereof, far exceed the Recurring Charges that would have been payable had the Term continued during such holdover period. Therefore, if Customer does not immediately surrender the Colocation Space or any portion thereof upon expiration or earlier termination of the Term therefor, then the Recurring Charges payable by Customer shall be increased to the following percentages of the Recurring Charges that would have been payable if the Term had continued during such holdover period: one hundred fifty percent (150%) for each of the first (1st), second (2nd) and third (3rd) months of such holdover; and two hundred percent (200%) for each month thereafter. Such Recurring Charges shall be computed by Deft and payable by Customer on the first day of such holdover period and on the first day of each calendar month thereafter during such holdover period until the Colocation Space is vacated. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Deft’s consent to any holdover or give Customer any rights with respect thereto.

Deft will use commercially reasonable efforts to provide Customer with conditioned power in the Colocation Space (the “Power Service”), subject to the following:

• Power circuits shall be installed with an Installation Charge and a Recurring Charge for the use of the circuits as set forth on an Order.
• Each Colocation Space shall be subject to a limit on the amount of power Customer is permitted to draw in the Colocation Space (a “Power Cap”).
• Each circuit shall be assigned a maximum draw permissible on a single power circuit (its “Rated Capacity”), defined as the lesser of (i) 80% of the rating of the circuit’s breaker rating, and (ii) the Power Cap assigned to the Colocation Space in which the power circuit is installed.
• Deft may provide power circuits in the Colocation Space on which Customer may draw the full Rated Capacity of the circuit (each a “Primary Power Circuit”).
• For each Primary Power Circuit, Deft may provide an additional power circuit which is designated by Deft to provide an alternate power source to equipment connected to a Primary Power Circuit (each a “Redundant Power Circuit”). A Redundant Power Circuit will be powered from a separate power bus to provide redundancy to Customer equipment.  When a power circuit is designated as a Redundant Power Circuit, it and its corresponding Primary Power Circuit shall together be designated a “Redundant Circuit Pair.”
• Power circuits installed in the Colocation Space which are designated as a Redundant Circuit Pair shall assume the Rated Capacity of only the Primary Power Circuit shared among both circuits in the Redundant Circuit Pair. A Redundant Power Circuit does not contribute to the Rated Capacity of a Redundant Circuit Pair.
• Customer shall not exceed, or install equipment in a manner which could cause Customer to exceed, the Rated Capacity of any power circuit in the Colocation Space, or the Power Cap assigned to the Colocation Space.
• If Customer’s power consumption exceeds (i) the Power Cap assigned to the Colocation Space, (ii) the Rated Capacity of any power circuit, or (iii) the Rated Capacity shared across a Redundant Circuit Pair, Customer shall be charged an additional monthly charge of $1.00 per watt used in excess of the Power Cap or Rated Capacity per month.
• Also, usage above the Power Cap or Rated Capacity may require either the purchase of additional Colocation Space on an as-available basis, and/or a reduction in Customer’s power consumption.
• In the event that Deft measures Customer’s power draw in the Colocation Space and such draw exceeds the Power Cap, Deft may require Customer to reduce the power draw in the Colocation Space to the Power Cap within seven (7) days of such measurement. Absent reduction of the draw within the aforesaid seven (7) day period, Deft may disconnect Customer’s equipment or Power Circuits until the aggregate usage of all Power Circuits in the Colocation Space equals the Power Cap.  In addition, Deft may decline to install additional equipment in a Colocation Space where the equipment would cause the Power Cap of the Colocation Space or Rated Capacity of an individual circuit or Redundant Circuit Pair to be exceeded.
• Customer is prohibited from installing power distribution equipment in a daisy-chain configuration.
• Customer is prohibited from powering any of the following equipment from a power circuit in the Colocation Space without Deft’s prior written consent: power tools, vacuum cleaners, DC power conversion equipment and battery backup systems.

Notwithstanding anything in this Agreement to the contrary, upon the expiration of the first year of the initial Term set forth on an Order, Deft may at its reasonable discretion increase the rates for the Power Service at a rate not to exceed five percent (5%) per year; provided, however, if Deft’s costs to provide such Power Service necessitate an increase of more than five percent (5%), Deft may increase the rate for such Power Service in a manner proportionate to the increased costs to Deft.

Power Service SLA

Deft will use commercially reasonable efforts to achieve the SLAs set forth below:

One hundred percent (100%) availability of power on at least one power circuit in all Loaded Cabinets which contain a Redundant Circuit Pair, and are not exceeding the Rated Capacity of the Redundant Circuit Pair or the Power Cap of the Loaded Cabinet.

Remedies for Failure of Power Service SLA

If a Loaded Cabinet is powered by a Redundant Circuit Pair and both circuits experience a simultaneous interruption in electrical power (a “Power Outage”), such that the Loaded Cabinet experiences a Power Outage which lasts shorter than one (1) hour, Deft shall provide a Credit equal to the Recurring Charges attributable to that Loaded Cabinet for the day during which the interruption occurs.

If a Loaded Cabinet in Customer’s Colocation Space experiences a Power Outage which lasts for one (1) continuous hour or longer, Deft shall provide a Credit equal to the Recurring Charges attributable to that Loaded Cabinet for the calendar week during which the interruption occurs; provided, however, under no circumstances will Customer be entitled to Power SLA Credits in any one (1) calendar month in excess of seven (7) days of Recurring Charges for the affected Loaded Cabinet(s).

If multiple Power Outages occur within a consecutive 24-hour period, the consecutive power outages shall be considered one (1) continuous power outage for the purposes of this SLA.

For avoidance of doubt, Customer will not receive any credit under the Power SLA if:

• Customer does not purchase power in a Redundant Circuit Pair;
• Customer does not install or configure its equipment to draw power from both circuits in the Redundant Circuit Pair;
• Any power circuit in the Colocation Space exceeds its Rated Capacity; or
• Customer exceeds the Power Cap assigned to the Colocation Space.

Deft will use commercially reasonable efforts to provide Customer with physical fiber or copper media connections (each a “Cross-Connect”) as requested by Customer:  (i) between Customer’s Colocation Spaces (each an “Infrastructure Cross-Connect); (ii) to Deft (each a “Deft Cross-Connect”); or (iii) to third-party telecommunications providers (each a “Carrier Cross‑Connect”), subject to the following:

• The pricing for each Cross-Connect shall be set forth on an Order, and may vary according to the media requested, physical installation path taken, and the Datacenter Facility in which the Cross-Connect is installed. Infrastructure Cross-Connects shall be installed for a one-time installation charge.
• Deft Cross-Connects shall be installed as required to provide Deft’s Products or Services to Customer. Any Installation Charge associated with a Deft Cross-Connect will be included in the charges for such Products or Services.
• Deft may charge both an Installation Charge and a Recurring Charge for use of a Carrier Cross‑Connect.
• Any Carrier Cross-Connect which is cancelled before the end of its initial Term may be subject to a cancellation charge of $500, as well as charges for up to two (2) months’ Service for the associated Cross-Connect.
• Customers are not permitted to move any Cross-Connect from its initial point of demarcation. All connections to Customer equipment must be made using patch cables to the front of the patch panel in Customer’s Colocation Space.
• Customers are not permitted to run any cabling on Deft or Datacenter Facility cable runways, ladders, trays, or other cable management systems, without Deft’s prior written consent.

Cross-Connect SLAs

Deft will use commercially reasonable efforts to achieve the SLAs set forth below:

Infrastructure Cross-Connect SLA – One hundred percent (100%) availability of the Infrastructure Cross-Connect to be an effective media for interconnection between Customer’s Colocation Spaces; provided that Customer does not introduce any active components in the path of the Carrier Cross-Connects.

Deft Cross-Connect SLA – One hundred percent (100%) availability of the Deft Cross‑Connect to be an effective media for interconnection between Customer’s Colocation Space and Deft; provided that Customer does not introduce any active components in the path of the Carrier Cross‑Connects.

Carrier Cross-Connect SLA – One hundred percent (100%) availability of the Carrier Cross‑Connect to be an effective media for interconnection between Customer and a third-party telecommunications provider; provided that Customer does not introduce any active components in the path of the Carrier Cross-Connects.

Remedies For Failure of Cross-Connect SLAs

Infrastructure Cross-Connect SLA – If the path, connectors, or other passive physical media fail for Carrier Cross-Connects due to circumstances caused solely by Deft (“Media Failure”), Deft shall repair the Infrastructure Cross-Connect at no cost to Customer.

Deft Cross-Connect SLA – If a Media Failure occurs which causes the unavailability of any Service provided by Deft, then Deft shall repair the Deft Cross-Connect at no cost to Customer, and Customer shall be entitled to any remedy or Credit provided with the affected Service(s).

Carrier Cross-Connect SLA – If the path, connectors, or other passive physical media fail for Carrier Cross-Connects due to a Media Failure, Deft shall provide a Credit equal to the Recurring Charges attributable to that Carrier Cross-Connect for the month during which such Media Failure occurs; provided that Customer shall allow Deft to test all Cross‑Connects for which Customer reports Media Failure.

Unavailability of a Carrier Cross-Connect during such testing shall not be considered Media Failure hereunder. Deft will provide a maximum Credit of one (1) month’s Recurring Charges per Carrier Cross-Connect that experiences Media Failure in any calendar month.

Exclusion to Cross-Connect SLAs – In the event that Deft performs testing pursuant to these Cross-Connect SLAs because Customer has reported Media Failure, and such testing reveals that there is no Media Failure, Customer shall be charged for such testing at the then-current hourly rate for Deft technical services as posted on the Deft Website, except that Customer shall be entitled to one (1) instance of testing that reveals no Media Failure free of charge per calendar month.

If Customer orders the “Media Conversion Service,” Deft shall use commercially reasonable efforts to operate a physical device which retransmits data signals between two disparate media types (each a “Media Converter”).

Fees for the Media Conversion Service are charged on a monthly basis, in advance.

Media Conversion SLA

Deft will use commercially reasonable efforts to achieve the SLAs set forth below:

Upon notification of failure from Deft’s monitoring system or notification from Customer, Deft will replace any defective Media Converter hardware within two (2) hours (the “Media Conversion SLA”). In cases where troubleshooting must take place between Customer equipment and Deft equipment, calculations for the Media Conversion SLA will begin from the time that Deft has determined the fault lies solely in Deft’s hardware or systems.

Remedies for Failure of Media Conversion SLA

If within one (1) hour after Deft observes or is notified of any failure to meet the Media Conversion SLA, Deft has failed to remedy such failure, Deft will issue Customer a Credit equal to twenty-five (25%) percent of the Fees for the affected Media Conversion Service, provided that such Credit will not exceed the aggregate Media Conversion Service Fees otherwise due from Customer for such calendar month for the affected Media Conversion Service(s).

Limitation on Remedies – If Customer is entitled to multiple Credits under this Supplement, the aggregate Credits in respect of any one (1) calendar month issued under this Supplement shall not exceed the total Fees payable for the Colocation Space for two (2) weeks during such calendar month.  Except as set forth in this Supplement, Deft makes no claims regarding the availability or performance of the Colocation Space.  The remedy for failure of any Colocation Services (or any Colocation Space or Products provided in conjunction therewith) shall be limited to the remedies described herein, and shall not constitute a failure of any other Deft products or services.  Any failure that is determined to be, in Deft’s reasonable discretion, attributable to conditions at any Customer premises (including, but not limited to, power or cooling failures, patch cable failures, building riser failures, or failure to provide access to authorized Deft personnel for the service/repair of the equipment located at a Customer premise) shall not be deemed a failure to meet any of the Service Levels described herein.

Exceptions – In addition to the exclusions set forth in Section 2.2.5 of the main body of the Master Products and Services Agreement entered into by Deft and Customer, Customer shall not receive any Credits for any failure or breach that is caused by or associated with failure of Customer-owned equipment, software, or configuration used in connection with any Colocation Services.

Deft may offer Colocation Space in cabinets shared with multiple Deft customers, at Deft’s sole discretion (“Colocation in Shared Cabinet Space”).  The following additional terms and conditions apply to any Customer in Shared Cabinet Space:

• Power is shared among multiple customers, and is managed by Deft.
• Cross-Connects are not permitted in Shared Cabinet Space.
• Private network switches, devices, and appliances are not permitted in Shared Cabinet Space.

Customers in Shared Cabinet Space will not be given unescorted access to the Datacenter Facility, and must schedule all visits in advance with Deft. Deft will charge an hourly fee for providing such escort service at Deft’s then-current list price.

Deft’s handling of any package or shipment on behalf of Customer shall be governed by the following:

• Customer is required to notify Deft of all shipments by using a form on the Deft Website or by opening a Support Ticket, in accordance with the rules and regulations of each Data Center Facility. Violation of this requirement may result in additional charges to Customer.
• Customer is responsible for obtaining any desired insurance on any shipment into or out of a Data Center Facility.
• Deft recommends that Customer save all Original Equipment Manufacturer (“OEM”) packaging, as carriers frequently deny insurance claims where OEM packaging is not utilized. Customers are encouraged to include instructions or a shipping label for return of empty OEM packaging.
• If Customer requests that Deft ship hardware on a Deft carrier account, then (i) upon direction from Customer, Deft will purchase insurance coverage from that carrier as part of the shipment, and (ii) the cost of the purchased insurance coverage will be billed to Customer. Customer acknowledges that any potential claim that arises in connection with an insured shipment (if purchased) must be pursued with the carrier, in cooperation with Deft. Deft disclaims any and all liability in connection with any insurance coverage provided by the shipping carrier.
• Customer acknowledges that, prior to requesting any insurance from a shipping carrier through Deft, it has reviewed the terms and conditions of the requested carrier’s insurance coverage.
• Deft maintains a limited inventory of boxes and packing materials as a convenience for Deft and its customers, and upon request Deft may provide these materials to Customer. Customer accepts all responsibility for shipments packed using Deft provided packing materials, whether packed by Deft or by Customer.
• Any inbound or outbound shipment stored by Deft in excess of seventy-two (72) hours will incur a storage fee of $25/day.

Upon direction of Customer, and at Customer’s sole expense, Deft will coordinate the disposal, destruction, or erasure of Customer equipment or media.  Unless otherwise specified on an Order, time spent coordinating or performing the disposal, destruction, or erasure of Customer equipment or media will be billed at Remote Hands Service rates, and any charges from third party service providers, including but not limited to equipment pickup and disposal fees, and time spent preparing equipment, erasing or destroying media shall be passed on to Customer.

In accordance with Section 3.7 of the main body of the Master Products and Services Agreement entered into by Deft and Customer (the “MPSA”), Customer must have the following Required Insurance in respect of the Colocation Services:

• Category A (All-Risk Insurance Policy);
• Category B (Comprehensive General Liability Policy);
• Category C (Cyber Liability Policy);
• Category D (Workers’ Compensation Policy); and
• Category E (Umbrella or Excess Liability).

Any capitalized terms not otherwise defined herein shall have the definitions ascribed thereto in the main body of the Master Products and Services Agreement entered into by Deft and Customer or the Order(s) applicable to the Dedicated Server Service.

• “Bandwidth” – the measured rate of bits per second transferred over the Deft Network from and to Customer’s equipment.
• “Chicago Market”  – Deft’s Data Center Facilities located in Chicago and Elk Grove Village, Illinois.
• “Emergency Maintenance” – a maintenance event performed on a Dedicated Server that is deemed by Deft to be critical to preserve the integrity of the Dedicated Server Service.
• “Inbound Traffic” – Bandwidth measured from the Deft Network to Customer equipment.
• “Outbound Traffic”– Bandwidth measured from Customer equipment to the Deft Network.

Via Deft’s “Dedicated Server Service,” Deft uses commercially reasonable efforts to provide Customer with exclusive use of a physical bare metal server, owned and operated by Deft and located in a Data Center Facility. Dedicated Server configurations may include standard, predefined compute, memory, storage and Bandwidth elements or may be custom configured. The hardware configuration of the Dedicated Server(s) will be listed on the associated Order, including Bandwidth (if any) included with the Dedicated Server.

Deft offers many configuration options for Dedicated Servers, tailored to Customer’s needs. Deft staff, in accordance with both the Customer’s Order for the Dedicated Server Service and any applicable sales engineering documentation generated with Customer input, will perform physical installation of all Dedicated Server configurations.

Fees for the Dedicated Server Service are charged on a calendar-month basis, per Dedicated Server. Fees include a non-recurring charge for setup and configuration of each Dedicated Server, and a monthly recurring charge for the ongoing Dedicated Server Service. Additional Fees may be incurred by Customer for completion of Services provided by Deft outside the scope of the Dedicated Server Service. Any such additional Fees will be agreed upon, in writing, by both Parties prior to such Services being performed.

Any Bandwidth used on a partial-month basis shall be subject to the 95th percentile calculations of the full calendar month. Billing for IP Transit usage will follow the “95th Percentile Rule”: Usage samples will be collected and sorted from highest to lowest, with the top five percent (5%) discarded in any given calendar month. The next highest sample (the 95th percentile number) will then be used as the basis in computing the fees for the month for incremental Bandwidth beyond the committed level. Billable Bandwidth usage under 95th Percentile Rule billing is determined by the higher of Inbound Traffic and Outbound Traffic. Fees for Burst Bandwidth will be billed after the end of the month.

Deft will use commercially reasonable efforts to maximize availability of every Dedicated Server and to achieve the SLAs detailed below.

Deft Network Uptime SLA – Deft will use commercially reasonable efforts to provide 100% availability of the Deft Network. The Deft Network shall be deemed “available” if its networking components are available and responding to Deft monitoring tools as designed and in a non-degraded manner (as evidenced by an Deft monitoring tool).

Deft Network Packet Loss SLA – Deft will use commercially reasonable efforts to provide 99.5% or greater packet delivery success rate within the Deft Network.

Deft Network Latency SLA – Deft will use commercially reasonable efforts to provide 3 milliseconds or lower round trip transmission latency from a Deft router to any of Deft’s transit carriers.

Hardware Replacement (Chicago Market) SLA – Deft will use commercially reasonable efforts to provide 100% availability of each individual Dedicated Server. A Dedicated Server shall be deemed “available” if the server hardware is in good working order and (if applicable) the hardware is available and responding to Deft monitoring tools as designed and in a non-degraded manner (as evidenced by the Deft monitoring tool). In the event of a failure of server hardware, the faulty hardware will be replaced at no charge to Customer within one (1) hour of Deft identifying the problem therewith. This SLA does not include the time required to perform additional software related maintenance, including rebuilding from backups, cloning hard drives, reloading the operating system, reloading and configuring applications, installing or updating firmware, or rebuilding RAID arrays.

Hardware Replacement (Worldwide, excluding Chicago Market) SLA – Deft will use commercially reasonable efforts to provide 100% availability of each individual Dedicated Server. A Dedicated Server shall be deemed “available” if the server hardware is in good working order and (if applicable) the hardware is available and responding to Deft monitoring tools as designed and in a non-degraded manner (as evidenced by the Deft monitoring tool). In the event of a failure of server hardware, the faulty hardware will be replaced at no charge to Customer within two (2) business days of Deft identifying the problem therewith. This SLA does not include the time required to perform additional software related maintenance, including rebuilding from backups, cloning hard drives, reloading the operating system, reloading and configuring applications, installing or updating firmware, or rebuilding RAID arrays.

Ongoing Maintenance SLA – Any maintenance that Deft reasonably believes will result in Downtime will be confirmed with Customer via a maintenance notification. Any updates that are deemed to be critical by a third party vendor to ensure proper ongoing operation of the network, compute, storage and security shall be exempt from this Section, provided that, for updates of this nature, Deft will use commercially reasonable efforts to coordinate the installation of such updates with Customer.

Deft Network Uptime – If Customer experiences a failure in the Deft Network Uptime SLA, Deft will issue Customer a Credit equal to 5% of Customer’s Dedicated Server Service Fees for each full hour of such failure, for each affected Dedicated Server, provided that such Credits will not exceed the aggregate Dedicated Server Service Fees for the affected Dedicated Server(s) otherwise due from Customer for the calendar month in which the failure occurred.

Deft Network Packet Loss SLA and Deft Latency SLA – If two (2) hours after being notified of any failure to meet the Deft Network Packet Loss or Latency SLAs, Deft fails to remedy such excess packet loss or latency (as applicable), Deft will issue Customer a Credit equal to 5% of Customer’s Dedicated Server Service Fees for each full hour of such failure, for each affected Dedicated Server, provided that such Credits will not exceed the aggregate Dedicated Server Service Fees for the affected Dedicated Server(s) otherwise due from Customer for the calendar month in which the failure occurred.

Hardware Replacement (Chicago Market) SLA – If Customer experiences a failure in the Hardware Replacement (Chicago Market) SLA, Deft will issue Customer a Credit equal to 5% of Customer’s Dedicated Server Service Fees for each full hour of such failure, for each affected Dedicated Server, provided that such Credits will not exceed the aggregate Dedicated Server Service Fees for the affected Dedicated Server(s) otherwise due from Customer for the calendar month in which the failure occurred.

Hardware Replacement (worldwide, excluding Chicago Market) SLA – If Customer experiences a failure in the Hardware Replacement (Worldwide, Excluding Chicago Market) SLA, Deft will issue Customer a Credit equal to 20% of Customer’s Dedicated Server Service Fees for each full day of such failure, for each affected Dedicated Server, provided that such Credits will not exceed the aggregate Dedicated Server Service Fees for the affected Dedicated Server(s) otherwise due from Customer for the calendar month in which the failure occurred.

Ongoing Maintenance SLA – If Deft fails to provide a minimum of forty-eight (48) hours’ advance notice of a service-impacting maintenance to the Dedicated Server Service (excluding emergency maintenance), Deft will issue Customer a Credit equal to 5% of the Recurring Charges attributable to the Dedicated Server Service for the calendar month in which the disruption occurred.

Limitation on Remedies – Customer shall not receive any Credits for any failure or breach that is caused by or associated with the failure of Customer-owned equipment, software or configuration used in connection with the Dedicated Server, including failures of the Customer’s own network, of intermediate ISPs, or of the network of any End Users.

Claims for Credit – In order to be eligible for a Credit with respect to any Dedicated Server Service SLA, in addition to complying with all other requirements of the Master Products and Services Agreement, Customer must provide to Deft all reasonable details regarding the Dedicated Server Service SLA Credit request, the affected services and any attempts made by Customer to diagnose, troubleshoot or resolve the Dedicated Server Service Incident(s).

Any capitalized terms not otherwise defined herein shall have the definitions ascribed thereto in the main body of the MPSA or the Order(s) applicable to the DRaaS Service.

• “Configuration Change Request” – a Customer-initiated request for Deft to modify the configuration of the DRaaS Service.
• “Denial of Service Attack” – an attempt by one or more third parties to make a computer resource unavailable to its intended users (may also be referred to as “DoS” or “DoS Attack”).
• “Emergency Maintenance”– a maintenance event performed on the DRaaS Service that is deemed critical to preserve the integrity of the DRaaS Service.
• “Rules” – a set of security policies which are implemented to provide the DRaaS Service.
• “Runbook” – a document maintained by Deft and accessible by the Customer documenting the parameters of the DRaaS Service.
• “Systems” – the online systems provided by Deft to utilize the DRaaS Service, including network appliances, monitoring and reporting equipment, storage systems, and network switches, as applicable.

Via Deft’s “Disaster Recovery as a Service” (DRaaS), Deft uses commercially reasonable efforts to provide Customer with an Deft-operated service to provide automated protection of virtual machines (VMs). DRaaS includes managed failover testing on a regular basis, and managed failover & failback in the event of a declared disaster.

DRaaS is a turnkey solution that is fully maintained and operated by Deft, with all underlying hardware and software administered and monitored by Deft’s Managed Services and Operations teams. Replication, testing, failover & failback, and other requests are processed by Deft through support requests. DRaaS may include any services agreed upon by Deft and Customer to fulfill Customer’s requests.

Deft will work with the Customer to create a Runbook. The Runbook will document the mutually agreed-upon attributes of the Service including recovery point objectives, recovery time objectives, policies, source location, target destination, and support scope. A copy of this Runbook will be provided after the initial setup of the service.

An initial failover and failback test will be performed for all VMs protected by the DRaaS Service as part of the Initial Setup. A separate, annual, full test of failover and failback procedures is also included.

The Service provides ongoing monitoring, including verification of the replication process and configuration synchronization between the source and target. All requests for modification to the Runbook or DRaaS Service should be submitted via a support request. DRaaS is monitored by Deft’s monitoring systems and Network Operations Center.

Fees for the DRaaS Service are charged on a calendar-month basis. Fees will be inclusive of a non-recurring charge for setup and configuration, and a monthly recurring charge for the ongoing DRaaS Service. Additional Fees may be incurred by Customer for completion of services provided by Deft outside the scope of the DRaaS Service. Fees for any such additional services will be agreed upon, in writing, by both Parties prior to the services being performed.

Deft will use commercially reasonable efforts to maximize availability of the DRaaS Service, and to achieve the SLAs detailed below.

Availability SLA – For Deft’s DRaaS Service, Deft provides the following Availability SLA: one hundred percent (100%) availability of the Deft-owned and managed infrastructure supporting the Service. If the infrastructure supporting the DRaaS Service disrupts the ability of the Service to complete replication of VMs, Customer shall be eligible for a Credit as set forth below.

Replication SLA – For providing replication of data from a source location and target destination defined by the mutually agreed-upon Runbook, Deft provides an SLA of 100% provided that Deft manages the source and target environments.

Target Availability SLA – Failover and failback of VMs will follow a mutually agreed-upon method and documented plan for recovery. Customer is required to pre-define disaster criteria and business rules, including different person(s) to declare a disaster & request failover and verify the declaration & approve the request. For completing the failover of VMs from a correctly requested and verified disaster defined by the mutually agreed-upon Runbook, Deft provides an SLA of one (1) hour for availability of the VMs in the target destination. Availability of VMs is defined as the VMs are able to power on successfully in the target environment.

Ongoing Maintenance SLA – Any maintenance that Deft reasonably believes will incur Downtime will be confirmed with Customer via a maintenance notification. For avoidance of doubt, any updates that are deemed to be critical by a third-party vendor to ensure proper ongoing operation of the DRaaS Service shall be exempt from this Section. For updates of this nature, Deft will use commercially reasonable efforts to coordinate the update with Customer.

Availability SLA – If the DRaaS Service is unavailable due to disruption in the operation of the Deft-owned and managed infrastructure supporting the service. Deft will issue a credit to Customer’s account equal to 3.33% of the Recurring Charges attributable to the DRaaS Service for the applicable calendar month in which the disruption occurred.

Replication SLA – If, during any planned test of the DRaaS Service defined by the mutually agreed-upon schedule in the Runbook, Deft fails to provide the data from a completed replication process, Deft will issue a credit to the Customer’s account equal to 25% of the Recurring Charges attributable to the DRaaS Service in the calendar month in which the request was made.

Target Availability SLA – If, after the Customer has submitted a correctly requested and verified failover, Deft fails to provide the data from a completed replication process defined by the mutually agreed-upon schedule in the Runbook within one (1) hour, Deft will issue a credit to the Customer’s account equal to 100% of the Recurring Charges attributable to the DRaaS Service in the calendar month in which the request was made.

Ongoing Maintenance SLA – If Deft fails to provide a minimum of forty-eight (48) hours’ advance notice of a DRaaS Service-impacting maintenance, excluding Emergency Maintenance, Deft will credit Customer’s account with 3.33% of the Recurring Charges attributable to the DRaaS Service for the calendar month in which the disruption occurred.

Limitation on Remedies – If Customer is entitled to multiple Credits under this Supplement, such Credits shall not exceed the total Recurring Charges for the DRaaS Service for such month. Except as set forth in this Supplement, Deft makes no claims regarding the availability or performance of the DRaaS Service.

Exceptions – In addition to the exclusions set forth in the main body of the Master Products and Services Agreement (the “MPSA”), Customer shall not receive any Credits under this Supplement in connection with any failure or deficiency caused by or associated with the following: if Customer provides incorrect information during the initial configuration of the Service, or changes to the configurations of the Source location environment without notifying Deft. Replication and Target Availability SLAs shall not apply to data that has not been replicated by Service, data that has been corrupted on original VM prior to replication by the Service, or data that was replicated as part of a failed replication process.

Emergency Maintenance – Deft may conduct Emergency Maintenance without advance notice. Should a service-impacting Emergency Maintenance be required, Deft will use commercially reasonable efforts to notify Customer upon execution of the maintenance.

Exclusions – The availability SLAs exclude service disruptions due to the following Customer traffic events: Denial of Service Attack; physical saturation of the Customer’s connections to the public Internet; Customer-managed Source location losing connectivity or becoming unavailable to the DRaaS Service, exceeding the rated or licensed traffic capacity of the DRaaS Service infrastructure, or any third-party service included as part of the DRaaS Service.

In accordance with Section 3.7 of the main body of the MPSA entered into by Deft and Customer, Customer must have the following Required Insurance with respect to the DRaaS Service:

• Category B (Comprehensive General Liability Policy); and
• Category C (Cyber Liability Policy).

Any capitalized terms not otherwise defined herein shall have the definitions ascribed thereto in the main body of the Master Products and Services Agreement entered into by Deft and Customer or the Order(s) applicable to the IP Transit Service.

• “Bandwidth” – The measured rate of bits per second transferred over the Deft Network from and to Customer’s equipment.
• “Burst Bandwidth” – The incremental amount of Bandwidth consumed in excess of Customer’s committed level, as further defined below.
• “Colocation Space” – The area(s) in a Data Center Facility licensed by Customer under this Agreement, as set forth on an Order.
• “Downtime” – Customer experiencing sustained packet loss in excess of fifty percent (50%), based on Deft’s measurements.
• “Inbound Traffic” – Bandwidth measured from the Deft Network to Customer equipment.
• “IP Addresses” – One or more IP address numbers.
• “Outbound Traffic” – Bandwidth measured from Customer equipment to the Deft Network.

Via Deft’s “IP Transit Service”, Deft uses commercially reasonable efforts to provide IP connectivity to the Internet utilizing the Deft Network at one or more selected Point(s) of Presence (each, a “POP”).

Fees for the IP Transit Service are charged on a calendar-month basis. Any Bandwidth used on a partial-month basis shall be subject to the 95th percentile calculations of the full calendar month.

Billing for IP Transit usage will follow the “95th Percentile Rule”: Usage samples will be collected and sorted from highest to lowest, with the top five percent (5%) discarded in any given calendar month. The next highest sample (the 95th percentile number) will then be used as the basis in computing the fees for the month for incremental Bandwidth beyond the committed level.

• Billable Bandwidth usage under 95th Percentile Rule billing is determined by the higher of Inbound Traffic and Outbound Traffic.
• Fees for Burst Bandwidth will be billed after the end of the month.
• Per-gigabyte data transfer billing for the IP Transit Service may be offered to Customer at Deft’s sole discretion.
• Overage charges for Burst Bandwidth, if not specified in an Order, will be billed at Deft’s then-current list price for such charges.
• Bandwidth usage for per-gigabyte billing shall be based on actual port usage in any given calendar month, as measured by port counters, in one gigabyte (1,073,741,824 byte) increments.
• Bandwidth usage for per-gigabyte billing is calculated as the sum of Inbound Traffic and Outbound Traffic.

Availability SLA, IP Transit – Deft shall use commercially reasonable efforts to provide one hundred percent (100%) connectivity from the Deft Network to the Internet without Downtime, if Customer has two (2) or more connections to the Deft Network within a Data Center Facility dedicated to the delivery of a single IP Transit Service.

Performance SLA, IP Transit Packet Loss – Deft shall use commercially reasonable efforts to provide ninety-nine and one-half percent (99.5%) or greater packet delivery success rate within the Deft Network.

Performance SLA, IP Transit Latency – Deft shall use commercially reasonable efforts to provide three (3) ms or lower round trip transmission latency from a Deft router to any of Deft’s transit carriers.

Availability SLA, IP Transit – If Customer experiences a failure in the IP Transit Uptime SLA, Deft will issue Customer a Credit equal to 3.33% of Customer’s committed Bandwidth Fees for each hour of such failure, provided that such Credits will not exceed the aggregate Bandwidth Fees otherwise due from Customer for the calendar month in which the failure occurred. Notwithstanding the foregoing, the failure of any networking device or infrastructure not owned or managed by Deft shall not constitute a failure to meet the IP Transit Uptime Service Level.

Performance SLA, IP Transit Packet Loss and IP Transit Latency – If two (2) hours after being notified of any failure to meet the IP Transit Packet Loss SLA or the IP Transit Latency SLA, Deft fails to remedy such excess packet loss or latency, Deft will issue Customer a Credit equal to 3.33% of Customer’s committed Bandwidth Fees for each full hour of such failure, provided that such Credits will not exceed the aggregate Bandwidth Fees otherwise due from Customer for the calendar month in which the failure occurred.

‘Limitation on Remedies – If Customer is entitled to multiple Credits under this Supplement, the aggregate Credits in respect of any one (1) calendar month issued under this Supplement shall not exceed the total Fees payable for the IP Transit Service for two (2) weeks during such calendar month. Except as set forth in this Supplement, Deft provides no representations, warranties or guarantees regarding the availability or performance of the IP Transit Service. The remedy for failure of any network connectivity product shall be limited to the remedies described herein, and shall not constitute a failure of any other Deft products or services. Deft’s suspension or modification of Bandwidth in accordance with the terms of this Agreement shall not be deemed to be a failure of Deft to meet any SLAs under this Agreement. In no event shall Customer be entitled to any Credit on its Bandwidth charges to the extent that the latency or packet loss is caused by Customer attempting to exceed the maximum Bandwidth of Customer’s connection to the Deft Network or otherwise violating the terms of this Agreement. Any failure that is determined, in Deft;s reasonable discretion, to be attributable to conditions at any Customer premises (including, but not limited to, power or cooling failures, patch cable failures, building riser failures, or failure to provide access to authorized Deft personnel for the service/repair of the equipment located at a Customer premise) shall not be deemed a failure to meet any of the SLAs described herein.

Exceptions – In addition to the exclusions set forth in Section 2.2.5 of the main body of the Master Product and Services Agreement entered into by Deft and Customer, Customer shall not receive any Credits for any failure or breach that is caused by or associated with failure of Customer-owned equipment, software, or configuration used in connection with network connectivity services.

Any IP Addresses assigned to Customer by Deft remain the sole property of Deft, and may be used only in connection with and for the duration of IP Transit Service purchased. In the event Customer discontinues the use of the IP Transit Service for any reason or Customer’s right to issue the IP Transit Service terminates (including without limitation, upon termination of the Order(s) applicable to the IP Transit Service) Customer’s right to use the IP Addresses shall terminate automatically.

Any capitalized terms not otherwise defined herein shall have the definitions ascribed thereto in the main body of the MPSA or the Order(s) applicable to the Managed Backup Service.

• “Configuration Change Request” – a Customer-initiated request for Deft to modify the configuration of the Managed Backup Service.
• “Denial of Service Attack” – an attempt by one or more third parties to make a computer resource unavailable to its intended users (may also be referred to as “DoS” or “DoS Attack”).
• “Emergency Maintenance”– a maintenance event performed on the Managed Backup Service that is deemed critical to preserve the integrity of the Managed Backup Service.
• “Rules” – a set of security policies which are implemented to provide the Managed Backup Service.
• “Systems” – the online systems provided by Deft to utilize the Managed Backup Service, including network appliances, monitoring and reporting equipment, storage systems, and network switches, as applicable.

Deft’s “Managed Backup Service” uses commercially reasonable efforts to provide Customer with an Deft-operated service to backup data. The Managed Backup Service is a turnkey solution that is fully maintained and operated by Deft, with all underlying hardware and software administered and monitored by Deft. Backup, restore, and other requests are processed by Deft through support requests. The Managed Backup Service may include any services agreed upon by Deft and Customer to fulfill Customer’s requests.

Deft will work with the Customer to create a Managed Backup schedule. The schedule will document the mutually agreed-upon attributes of the Managed Backup Service, including backup schedules, retention policies, backup sources, and support scope.

Fees for the Managed Backup Service are charged on a calendar-month basis. Fees will be inclusive of a non-recurring charge for setup and configuration, and a monthly recurring charge for the ongoing Managed Backup Service. Overage fees may be incurred if Deft personnel are required to increase Managed Backup resources in order to provide uninterrupted backup services. Any overage fees incurred as a result of Deft intervention will appear on the appropriate invoice.

Additional Fees may be incurred by Customer for completion of Services provided by Deft outside the scope of the Managed Backup Service. Fees for any such additional services will be agreed upon, in writing, by both Parties prior to the services being performed.

Deft will use commercially reasonable efforts to maximize availability of the Managed Backup Service, and to achieve the SLAs detailed below.

Availability SLA – For Deft’s Managed Backup Service, Deft provides the following uptime SLA: one hundred percent (100%) availability of the Deft-owned and managed infrastructure supporting the service. If the infrastructure supporting the Managed Backup Service disrupts the ability of the service to complete Backup jobs, Customer shall be eligible for a Credit as set forth below.

Restoration SLA – Customer is required to submit each Backup Restoration Request via Deft’s Support Ticketing System. For providing restoration of data from a completed Backup Job, Deft commits to initiating the restoration process within twenty-four (24) hours of receiving the Restoration Request.

Availability SLA – If the Managed Backup Service is unavailable due to disruption in the operation of the Deft-owned and managed infrastructure supporting the service, Deft will issue a credit to Customer’s account equal to 3.33% of the Recurring Charges attributable to the Managed Backup Service for the applicable calendar month in which the disruption occurred.

Restoration SLA – If, after the Customer has submitted a Backup Restoration Request, Deft fails to provide the data from a completed Backup Job, Deft will issue a credit to the Customer’s account equal to 25% of the Recurring Charges attributable to the Managed Backup Service in the calendar month in which the request was made.

Limitation on Remedies – If Customer is entitled to multiple Credits under this Supplement, such Credits shall not exceed the total Recurring Charges for the Managed Backup Service for such month. Except as set forth in this Supplement, Deft makes no claims regarding the availability or performance of the Managed Backup Service.

Exceptions – In addition to the exclusions set forth in the main body of the Master Products and Services Agreement (the “MPSA”), Customer shall not receive any Credits under this Supplement in connection with any failure or deficiency caused by or associated with the following: if Customer provides incorrect information during the initial configuration of the Service, or changes the configurations of the source environment without notifying Deft. Restoration SLA shall not apply to data that has not been backed up by Service, data that has been corrupted on original Server prior to backup by the Service, open files that cannot be successfully backed up, or data that was backed up as part of a failed Backup Job. Please note that this Supplement does not cover the Veeam Cloud Connect Service.

Emergency Maintenance – Deft may conduct Emergency Maintenance without advance notice. Should a service-impacting Emergency Maintenance be required, Deft will use commercially reasonable efforts to notify Customer upon execution of the maintenance.

Exclusions – The availability SLAs exclude service disruptions due to the following Customer traffic events: Denial of Service Attack; physical saturation of the Customer’s connections to the public Internet; or exceeding the rated or licensed traffic capacity of the Managed Backup infrastructure.

In accordance with Section 3.7 of the main body of the MPSA entered into by Deft and Customer, Customer must have the following Required Insurance with respect to the Managed Backup Service:

• Category B (Comprehensive General Liability Policy); and
• Category C (Cyber Liability Policy).

Any capitalized terms not otherwise defined herein shall have the definitions ascribed thereto in the main body of the MPSA or the Order(s) applicable to the Managed Firewall Service.

• “Configuration Change Request” – a Customer-initiated request for Deft to modify the configuration of the Managed Firewall Service.
• “Denial of Service Attack” – an attempt by one or more third parties to make a computer resource unavailable to its intended users (may also be referred to as “DoS” or “DoS Attack”).
• “Emergency Maintenance” – a maintenance event performed on a Managed Firewall Service that is deemed critical to preserve the integrity of the Managed Firewall Service.
• “High Availability” – a configuration designed to provide Customer with the highest SLAs made available by Deft.
• “Rules” – a set of security policies which are implemented to provide the Managed Firewall Service.
• “Systems” – the on-line systems provided by Deft to utilize the Managed Firewall Service, including firewall appliances, monitoring and reporting equipment, and network switches.
• “VPN Tunnel Creation Request” – a Customer initiated request for Deft to configure the Managed Firewall(s) to support a Customer-operated virtual private network endpoint.

Deft offers both Standard and High-Availability Managed Firewall Service options.

Standard Managed Firewall Service

Via Deft’s “Managed Firewall Service,” Deft uses commercially reasonable efforts to provide Customer with an Deft-operated physical (hardware) or virtual (software) firewall providing a barrier between the Deft-provided uplink to the public Internet and Customer’s equipment. A “Managed Firewall” is reasonably designed to permit only designated traffic to pass between the networks. This managed Service is deployed within Deft-operated Data Center Facilities and may include any Services agreed upon by Deft and Customer to fulfill Customer’s requests.

Deft offers many configuration options for the Managed Firewall Service, tailored to Customer’s needs. Customer equipment shall be physically connected to a Managed Firewall so as to implement physical “trust” and “untrust” zones. Deft staff, in accordance with both the Customer’s Order and any applicable sales engineering documentation generated with Customer input, will perform physical installation and configuration of the Managed Firewall Service.

Deft’s standard Managed Firewall Service is powered by a single power supply, connected to one of Customer’s power circuits in Customer’s Colocation Space in a Datacenter Facility (as described in Deft’s Colocation Services SLA). Deft shall install the Managed Firewall(s) and configure the Systems with an initial set of Rules. The Rules used in the initial configuration shall be established in accordance with Customer’s desired security policies.

High-Availability Managed Firewall Service

Via Deft’s “High Availability Managed Firewall Service,” Deft provides two (2) or more physical or virtual Managed Firewalls installed as network barriers between two (2) or more Deft-provided uplinks to the public Internet and Customer’s equipment, reasonably designed to permit only designated traffic to pass between the networks. Each Managed Firewall shall be powered by an independent power supply, connected to diverse power circuits in Customer’s Colocation Space. Managed Firewalls, Deft-provided uplinks to the public Internet, and any downstream switching devices (as applicable) must all be appropriately configured and managed by Deft to facilitate reliability of the High-Availability service.

Fees for the Managed Firewall Service are charged on a calendar-month basis. Fees will be inclusive of a nonrecurring charge for setup and configuration and a monthly recurring charge for the ongoing Managed Firewall Service. Additional Fees may be incurred by Customer for completion of Services provided by Deft outside the scope of the Managed Firewall Service. Fees for any such additional Services will be agreed upon, in writing, by both Parties prior to the Services being performed.

Deft will use commercially reasonable efforts to maximize availability of the Managed Firewall Service, and to achieve the SLAs detailed below.

Availability SLA, Standard Managed Firewall Service – For Deft’s standard Managed Firewall Services, where service is provided by only one Firewall, or multiple Firewalls which are not in a high availability configuration, Deft provides the following uptime SLA: 99.988% operation without the disruption of production traffic. If production traffic is disrupted due to hardware or software events specifically isolated to System configuration or performance, with the disruption lasting for more than five (5) minutes, Customer shall be eligible for a Credit as set forth below.

Availability SLA, High-Availability Managed Firewall Service – For Deft’s High-Availability Managed Firewall Service, Deft provides the following uptime SLA: one hundred percent (100%) operation without the disruption of production traffic. If the High Availability Managed Firewall Service in a High Availability configuration disrupts production traffic, Customer shall be eligible for a Credit as set forth below.

Hardware Replacement (Chicago Market) SLA – Deft will use commercially reasonable efforts to provide 100% availability of each individual Managed Firewall. The Managed Firewall shall be deemed “available” if the hardware is in good working order and (if applicable) the hardware is available and responding to Deft monitoring tools as designed and in a non-degraded manner (as evidenced by the Deft monitoring tool). In the event of a failure, the faulty hardware will be replaced at no charge to Customer within one (1) hour of Deft identifying the problem therewith. This SLA does not include the time required to perform additional software related maintenance, including rebuilding from backups.

Hardware Replacement (Worldwide, excluding Chicago Market) SLA – Deft will use commercially reasonable efforts to provide 100% availability of each individual Managed Firewall. A Managed Firewall shall be deemed “available” if the hardware is in good working order and (if applicable) the hardware is available and responding to Deft monitoring tools as designed and in a non-degraded manner (as evidenced by the Deft monitoring tool). In the event of a failure, the faulty hardware will be replaced at no charge to Customer within two (2) business days of Deft identifying the problem therewith. To mitigate the risk of an outage due to the failure of a single device, Deft recommends that Customer implement only High-Availability solutions in these markets.

Configuration Management SLA – Deft shall periodically backup the configuration of the Managed Firewall(s) by establishing a network connection from Deft’s Systems to the Managed Firewall(s). Deft’s storage infrastructure will maintain a rolling log of all changes to the configuration of the Systems between backup intervals. This log shall have a retention period of no less than ninety (90) days.

Configuration Change Request SLA – Customer is required to submit each Configuration Change Request via Deft’s Support Ticketing System or telephone request. Deft has established a sixty (60) minute target response time for all Configuration Change Requests submitted via Deft’s Support Ticketing System or telephone request.

VPN Tunnel Creation Request SLA – Customer is required to submit each VPN Tunnel Creation Request through Deft’s Support Ticketing System. Deft has established a 24 hour target response time for initial creation of VPN tunnels after a properly completed VPN provisioning questionnaire has been submitted via Deft’s Support Ticketing System.

Ongoing Maintenance SLA – Deft will maintain current operating system software on Managed Firewall devices. Any maintenance Deft reasonably believes will result in Downtime will be confirmed with Customer via a maintenance notification. For avoidance of doubt, any updates that are deemed to be critical by a third party Managed Firewall vendor to ensure proper ongoing operation of the Managed Firewall(s) shall be exempt from this Section. For updates of this nature, Deft will use commercially reasonable effort to coordinate the installation of the update with Customer.

Availability SLA, Standard Managed Firewall Service – If the Managed Firewall disrupts production traffic due to hardware or software events specifically isolated to System configuration or performance for more than five (5) minutes, Deft shall credit Customer’s account with 25% of the Recurring Charges attributable to the Managed Firewall Service for the applicable calendar month in which the disruption occurred.

Availability SLA, High-Availability Managed Firewall Service – If the High-Availability Managed Firewall Service in a High Availability configuration disrupts production traffic, Deft shall credit Customer’s account with 50% of the Recurring Charges attributable to the Managed Firewall Service for the applicable calendar month in which the disruption occurred.

Hardware Replacement (Chicago Market) SLA – If Customer experiences a failure in the Hardware Replacement (Chicago Market) SLA, Deft will issue Customer a Credit equal to 3.33% of Customer’s Managed Firewall Service charges for each full hour of such failure, for each affected Managed Firewall, provided that such Credits will not exceed the aggregate Credits for the affected Managed Firewall Service otherwise due from Customer for the calendar month in which the failure occurred.

Hardware Replacement (Worldwide, excluding Chicago Market) SLA – If Customer experiences a failure in the Server Hardware Uptime (Worldwide, Excluding Chicago Market) SLA, Deft will issue Customer a Credit equal to 20% of Customer’s Managed Firewall Service Fees for each full day of such failure, for each affected piece of hardware, provided that such Credits for the affected Managed Firewall Service will not exceed the aggregate charges for the Managed Firewall Service otherwise due from Customer for the calendar month in which the failure occurred.

Configuration Management SLA – If Deft fails to provide a current or previous version of the service configuration within the required retention period, Deft will credit Customer’s account with an amount equal to 50% of the Recurring Charges attributable to the Managed Firewall Service in the calendar month in which the request was made.

Configuration Change Request SLA – If a Configuration Change Request is not acknowledged and acted upon within ninety (90) minutes, Deft will credit Customer’s account with 25% of the Recurring Charges attributable to the Managed Firewall Service for the applicable calendar month in which the Configuration Change Request was made.

VPN Tunnel Creation Request SLA – If a VPN Tunnel Creation Request is not acknowledged and acted upon within thirty-six (36) hours, Deft will credit Customer’s account with 25% of the Recurring Charges attributable to the Managed Firewall Service for the applicable calendar month in which the VPN Tunnel Creation Request was made.

Ongoing Maintenance SLA – If Deft fails to provide a minimum of forty-eight (48) hours’ advance notice of a Managed Firewall Service-impacting maintenance, excluding Emergency Maintenance, Deft will credit Customer’s account with 25% of the Recurring Charges attributable to the Managed Firewall Service for the calendar month in which the disruption occurred.

Limitation on Remedies – If Customer is entitled to multiple Credits under this Supplement such Credits shall not exceed the total Recurring Charges for the Managed Firewall Service for such month. Except as set forth in this Supplement, Deft makes no claims regarding the availability or performance of any standard or High-Availability Managed Firewall Service.

Exceptions – In addition to the exclusions set forth in the main body of the Master Products and Services Agreement, Customer shall not receive any Credits under this Supplement in connection with any failure or deficiency caused by or associated with the following:

• If the High-Availability Managed Firewall Service is installed in a location where diverse power circuits are not available, or where Customer has not properly configured its equipment for the use of diverse power circuits.
• If Customer provides incorrect information during the initial configuration, Configuration Change Request, or a VPN Tunnel Creation Request.
• Deft may conduct Emergency Maintenance without advance notice.
• Should a Managed Firewall Service-impacting Emergency Maintenance be required, Deft will use commercially reasonable efforts to notify Customer upon execution of the maintenance.
• The Availability SLAs exclude Service disruptions due the following Customer traffic events: Denial of Service Attack, physical saturation of Customer’s connections to the public network, or exceeding the rated or licensed traffic capacity of any Managed Firewall.

In accordance with Section 3.7 of the main body of the Master Products and Services Agreement entered into by Deft and Customer (the “MPSA”), Customer must have the following Required Insurance in respect of the Managed Firewall Service:

• Category B (Comprehensive General Liability Policy); and
• Category C (Cyber Liability Policy).

Any capitalized terms not otherwise defined herein shall have the definitions ascribed thereto in the main body of the MPSA or the Order(s) applicable to the Managed Load Balancer Service.

• “Configuration Change Request” – a Customer-initiated request for Deft to modify the configuration of the Managed Load Balancer Service.
• “Denial of Service Attack” – an attempt by one or more third parties to make a computer resource unavailable to its intended users (may also be referred to as “DoS” or “DoS Attack”).
• “Emergency Maintenance” – a maintenance event performed on a Load Balancer that is deemed critical to preserve the integrity of the Managed Load Balancer Service.
• “High Availability” – a configuration designed to provide Customer with the highest SLAs made available by Deft.
• “Rules” – a set of security policies which are implemented to provide the Managed Load Balancer Service.
• “Systems” – the online systems provided by Deft to utilize the Managed Load Balancer Service, including firewall appliances, monitoring and reporting equipment, and network switches.

Deft offers both Standard and High-Availability Managed Load Balancer Service options.

Standard Managed Load Balancer Service

Via Deft’s “Standard Managed Load Balancer Service,” Deft uses commercially reasonable efforts to provide Customer with an Deft-operated physical (hardware) or virtual (software) “Load Balancer” which distributes workloads across multiple computing resources, network links, central processing units or disk drives to optimize resource use, maximize throughput, minimize response time, and avoid the overload of any single resource. Each Managed Load Balancer is deployed in a Data Center Facility and may include any Services agreed upon by Deft and Customer to fulfill Customer’s requests.

Deft offers many configuration options for the Managed Load Balancer, tailored to Customer’s needs. Deft staff, in accordance with both the Customer’s Order and any applicable sales engineering documentation generated with Customer input, will perform physical installation and configuration of the Managed Load Balancer Service.

The Standard Managed Load Balancer Service shall be powered by a single power supply, connected to one of Customer’s power circuits in Customer’s Colocation Space (as described in Deft’s Colocation Space Supplement). Deft shall install the Load Balancer(s) and configure the Systems with an initial set of Rules. The Rules used in the initial configuration shall be established in accordance with Customer’s desired connectivity and security policies.

High-Availability Managed Load Balancer Service

Via Deft’s “High-Availability Managed Load Balancer Service,” Deft provides two (2) or more physical (hardware) Load Balancers or virtual (software) Load Balancers. Each Load Balancer shall be powered by an independent power supply, connected to diverse power circuits in Customer’s Colocation Space. Managed Load Balancers, Deft-provided uplinks to the public Internet, and any downstream switching devices (as applicable) must all be appropriately configured and managed by Deft to facilitate reliability of the High-Availability Managed Load Balancer Service.

Fees for the Managed Load Balancer Service are charged on a calendar-month basis. Fees will be inclusive of a non-recurring charge for setup and configuration and a monthly recurring charge for the ongoing Managed Load Balancer Service. Additional Fees may be incurred by Customer for completion of services provided by Deft outside the scope of the Managed Load Balancer Service. Fees for any such additional Services will be agreed upon, in writing, by both Parties prior to such Services being performed.

Deft will use commercially reasonable efforts to maximize availability of the Managed Load Balancer Service, and to achieve the SLAs detailed below.

Availability SLA, Standard Managed Load Balancer Service – For Deft’s standard Managed Load Balancer Service, where service is provided by only one Load Balancer, or multiple Load Balancers which are not in a high availability configuration, Deft provides the following SLA: 99.988% operation without the disruption of production traffic. If production traffic is disrupted due to hardware or software events specifically isolated to System configuration or performance, with the disruption lasting for more than five (5) minutes, Customer shall be eligible for a Credit as set forth below.

Availability SLA, High-Availability Managed Load Balancer Service – For Deft’s High-Availability Managed Load Balancer Service, Deft provides the following SLA: 100% operation without the disruption of production traffic. If the High-Availability Managed Load Balancer Service in a High-Availability configuration disrupts production traffic, Customer shall be eligible for a Credit as set forth below.

Hardware Replacement (Chicago Market) SLA – Deft will use commercially reasonable efforts to provide 100% availability of each individual Load Balancer. The Load Balancer shall be deemed “available” if the hardware is in good working order and (if applicable) the hardware is available and responding to Deft monitoring tools as designed and in a non-degraded manner (as evidenced by the Deft monitoring tool). In the event of a failure, the faulty hardware will be replaced at no charge to Customer within one (1) hour of Deft identifying the problem therewith. This SLA does not include the time required to perform additional software related maintenance, including rebuilding from backups.

Hardware Replacement (Worldwide, excluding Chicago Market) SLA – Deft will use commercially reasonable efforts to provide 100% availability of each individual Load Balancer. A Load Balancer shall be deemed “available” if the hardware is in good working order and (if applicable) the hardware is available and responding to Deft monitoring tools as designed and in a non-degraded manner (as evidenced by the Deft monitoring tool). In the event of a failure, the faulty hardware will be replaced at no charge to Customer within two (2) business days of Deft identifying the problem therewith. To mitigate the risk of an outage due to the failure of a single device, Deft recommends that Customer implement only High-Availability solutions in these markets.

Configuration Management SLA – Deft shall periodically backup the configuration of the Load Balancer(s) by establishing a network connection from Deft’s Systems to the Load Balancer(s). Deft’s storage infrastructure will maintain a rolling log of all changes to the configuration of the Systems between backup intervals. This log shall have a retention period of no less than ninety (90) days.

Configuration Change Request SLA – Customer is required to submit each Configuration Change Request via Deft’s Support Ticketing System or telephone request. Deft has established a sixty (60) minute target response time for all Configuration Change Requests submitted via Deft’s Support Ticketing System or telephone request.

Ongoing Maintenance SLA – Deft will maintain current operating system software on Managed Load Balancer devices. Any maintenance that Deft reasonably believes will result in Downtime will be confirmed with Customer via a maintenance notification. For avoidance of doubt, any updates that are deemed to be critical by a third party Load Balancer vendor to ensure proper ongoing operation of the Load Balancer(s) shall be exempt from this Section. For updates of this nature, Deft will use commercially reasonable efforts to coordinate the installation of the update with Customer.

Availability SLA, Standard Managed Load Balancer Service – if the Managed Load Balancer disrupts production traffic due to hardware or software events specifically isolated to System configuration or performance for more than five (5) minutes, Deft shall credit Customer’s account with 25% of the Recurring Charges attributable to the Managed Load Balancer Service for the applicable calendar month in which the disruption occurred.

Availability SLA, High-Availability Managed Load Balancer Service – If the Managed Load Balancer service in a High-Availability configuration disrupts production traffic, Deft shall credit Customer’s account with 50% of the Recurring Charges attributable to the Managed Load Balancer Service for the applicable calendar month in which the disruption occurred.

Hardware Replacement (Chicago Market) SLA – If Customer experiences a failure in the Hardware Replacement (Chicago Market) SLA, Deft will issue Customer a Credit equal to 3.33% of Customer’s Managed Load Balancer Service charges for each full hour of such failure, for each affected Managed Load Balancer, provided that such Credits will not exceed the aggregate Credits for the affected Managed Load Balancer Service otherwise due from Customer for the calendar month in which the failure occurred.

Hardware Replacement (Worldwide, excluding Chicago Market) SLA – If Customer experiences a failure in the Server Hardware Uptime (Worldwide, Excluding Chicago Market) SLA, Deft will issue Customer a Credit equal to 20% of Customer’s Managed Load Balancer Service Fees for each full day of such failure, for each affected piece of hardware, provided that such Credits for the affected Managed Load Balancer Service will not exceed the aggregate charges for the Managed Load Balancer Service otherwise due from Customer for the calendar month in which the failure occurred.

Configuration Management SLA – If Deft fails to provide a current or previous version of the configurations within ninety (90) days of the Customer request, Deft will credit Customer’s account with an amount equal to fifty percent (50%) of the Recurring Charges attributable to the Managed Load Balancer Service in the calendar month in which the request was made.

Configuration Change Request SLA – If a Configuration Change Request is not acknowledged and acted upon within ninety (90) minutes, Deft will credit Customer’s account with 25% of the Recurring Charges attributable to the Managed Load Balancer Service for the applicable calendar month in which the Configuration Change Request was made.

Ongoing Maintenance SLA – If Deft fails to provide a minimum of forty-eight (48) hours’ advance notice of a service-impacting maintenance to the Managed Load Balancer Service (excluding emergency maintenance), Deft will credit Customer’s account with 25% of the Recurring Charges attributable to the Managed Load Balancer Service for the calendar month in which the disruption occurred.

Limitation on Remedies – If Customer is entitled to multiple Credits under this Supplement, such Credits shall not exceed the total Recurring Charges for the Managed Load Balancer Service for such month. Except as set forth in this Supplement, Deft makes no claims regarding the availability or performance of any standard or High-Availability Managed Load Balancer Service.

Exceptions – In addition to the exclusions set forth in the main body of the Master Products and Services Agreement, Customer shall not receive any Credits under this Supplement in connection with any failure or deficiency caused by or associated with the following:

• If the High-Availability Managed Load Balancer Service is installed in a location where diverse power circuits are not available, or where Customer has not properly configured its equipment for the use of diverse power circuits.
• If Customer provides incorrect information during the initial configuration or Configuration Change Request.
• Deft may conduct Emergency Maintenance without advance notice.
• Should a Managed Load Balancer Service-impacting Emergency Maintenance be required, Deft will use commercially reasonable efforts to notify Customer upon execution of the maintenance.
• The Availability SLAs exclude service disruptions due to the following Customer traffic events: Denial of Service Attack, physical saturation of Customer’s connections to the public network, or exceeding the rated or licensed traffic capacity of any Managed Load Balancer.

In accordance with Section 3.7 of the main body of the Master Products and Services Agreement entered into by Deft and Customer (the “MPSA”), Customer must have the following Required Insurance in respect of the Managed Load Balancer Service:

• Category B (Comprehensive General Liability Policy); and
• Category C (Cyber Liability Policy).

Any capitalized terms not otherwise defined herein shall have the definitions ascribed thereto in the main body of the MPSA or the Order(s) applicable to the Object Storage Service.

• “Configuration Change Request” – a Customer-initiated request for Deft to modify the configuration of the Object Storage Service.
• “Denial of Service Attack” – an attempt by one or more third parties to make a computer resource unavailable to its intended users (may also be referred to as “DoS” or “DoS Attack“).
• “Emergency Maintenance” – a maintenance event performed on the Object Storage Service that is deemed critical to preserve the integrity of the Object Storage Service.
• “High Availability” – a configuration designed to provide Customer with the highest SLAs made available by Deft.
• “Rules” – a set of security policies which are implemented to provide the Object Storage Service.
• “Systems” – the online systems provided by Deft to utilize the Object Storage Service, including network appliances, monitoring and reporting equipment, storage systems, and network switches, as applicable.

Deft’s Object Storage service is a highly-performant, secure, and feature-rich platform for storing Customer data. With object storage, organizations can store any amount of data for any use case including applications, IoT, data lakes, analytics, backup and restore, archive, and disaster recovery.

Data is stored as objects within containers called “buckets,” and a single object can be up to 2 terabytes in size. Object Storage features include capabilities to append metadata tags to objects, configure and enforce data access controls, secure data against unauthorized users, and monitor data at the object and bucket levels.

The Object Storage Service may include any services agreed upon by Deft and Customer to fulfill Customer’s requests.

Fees for the Object Storage Service are charged on a calendar-month basis. Fees will be inclusive of a non-recurring charge for setup and configuration, and a monthly recurring charge for the ongoing Object Storage Service. Monthly recurring charges are calculated on peak volume stored for the month, total data transfer volume and the number 1,000 request blocks.

Additional Fees may be incurred by Customer for completion of Services provided by Deft outside the scope of the Object Storage Service. Fees for any such additional services will be agreed upon, in writing, by both Parties prior to the services being performed.

Deft will use commercially reasonable efforts to maximize availability of the Object Storage Service, and to achieve the SLAs detailed below.

Durability SLA – For Deft’s Object Storage Service, Deft provides the following Durability SLA: 99.99995% of durability so that data is protected against site-level failures, errors, and threats.

Availability SLA – For Deft’s Object Storage Service, Deft provides the following Availability SLA: 99.9995% reliability so that access to data is always available

If the infrastructure supporting the Object Storage Service disrupts the ability of the service to meet the aforementioned SLAs, Customer shall be eligible for a Credit as set forth below.

If Deft fails to meet any of the Service Levels set forth in this Supplement (each such failure, an “Object Storage Incident”), Deft shall provide a Credit for such Object Storage Incident equal to the Recurring Charges attributable to the affected Object Storage Service on the Sales Order for one (1) day during the calendar month in which the Object Storage Incident occurs; provided that (i) under no circumstances will the aggregate Credits issued under this Supplement in respect of any one (1) calendar month exceed fifteen (15) days of Recurring Charges payable under the Sales Order with regard to such month; and (ii) Customer shall receive only a single Credit with respect to any one event causing a failure of any Service Levels under this Supplement or any other portion of this Agreement, even if multiple Service Levels are not met.

For example, if a degradation of Deft’s Systems results in both the Deft Network and Object Storage Service Levels not being met, Customer will receive only a single Credit in respect of such event.

Limitation on Remedies – If Customer is entitled to multiple Credits under this Supplement, such Credits shall not exceed fifteen (15) days of Recurring Charges for the Object Storage for such month. Except as set forth in this Supplement, Deft makes no claims regarding the performance of the Object Storage Service.

Exceptions – In addition to the exclusions set forth in the main body of the Master Products and Services Agreement (the “MPSA”), Customer shall not receive any Credits under this Supplement in connection with any failure or deficiency caused by the failure of Customer-owned equipment, software, or configuration used in connection with the Object Storage Service, including failures of the Customer’s own network, or that of intermediate Internet Service Providers (ISPs), or the network of any End Users.

Emergency Maintenance – Deft may conduct Emergency Maintenance without advance notice. Should a service-impacting Emergency Maintenance be required, Deft will use commercially reasonable efforts to notify Customer upon execution of the maintenance.

Exclusions – The availability SLAs exclude service disruptions due to the following events: Denial of Service Attack; saturation of the Customer’s connections to the public Internet; or exceeding the rated or licensed traffic capacity of the Object Storage Service infrastructure.

In accordance with Section 3.7 of the main body of the MPSA entered into by Deft and Customer, Customer must have the following Required Insurance with respect to Object Storage Service:

• Category B (Comprehensive General Liability Policy); and
• Category C (Cyber Liability Policy).

Any capitalized terms not otherwise defined herein shall have the definitions ascribed thereto in the main body of the MPSA or the Order(s) applicable to the Managed Switch and Managed Router Service.

• “Configuration Change Request” – a Customer-initiated request for Deft to modify the configuration of the Managed Switch and Managed Router Service.
• “Denial of Service Attack” – an attempt by one or more third parties to make a computer resource unavailable to its intended users (may also be referred to as “DoS” or “DoS Attack”).
• “High Availability” – a configuration designed to provide Customer with the highest SLAs made available by Deft.
• “Rules” – a set of security policies which are implemented to provide the Managed Switch and Managed Router Service.
• “Systems” – the online systems provided by Deft to utilize the Managed Switch and Managed Router Service, including network appliances, monitoring and reporting equipment.

Deft offers both Standard and High-Availability Managed Switch and Managed Router Service options.

Via Deft’s “Managed Switch and Managed Router Service,” Deft uses commercially reasonable efforts to provide Customer with an Deft-operated physical Managed Switch and/or Managed Router. A “Managed Switch” serves as the core of Customer’s network, passing layer-2 traffic between servers, other network appliances, and the Deft Network. A “Managed Router” serves as the layer-3 gateway between Customer’s network to the Deft Network, and the public Internet. These managed Services are deployed within Deft-operated data centers and may include any Services agreed upon by Deft and Customer to fulfill Customer’s requests.

Deft offers many configuration options for the Managed Switch and Managed Router Service, tailored to Customer’s needs. Deft, in accordance with both Customer’s Order and any applicable sales engineering documentation generated with Customer input, will perform physical installation of all Managed Switch(es) and/or Managed Router(s) and configure the Systems with an initial set of Rules. The Rules used in the initial configuration shall be established in accordance with Customer’s desired connectivity and security policies.

Standard Managed Switch and Managed Router Service

The Standard Managed Switch and Managed Router Service shall be powered by a single power supply, connected to one of Customer’s power circuits in Customer’s Colocation Space (as described in Deft’s Colocation Services SLA).

High-Availability Managed Switch and Managed Router Service

Via Deft’s “High-Availability Managed Switch and Managed Router Service,” Deft uses commercially reasonable efforts to provide two (2) or more physical Managed Switches and/or Managed Routers as defined above. Each such Managed Switch and/or Managed Router shall be powered by an independent power supply, connected to diverse power circuits in Customer’s Colocation Space. Managed Switches and Managed Routers must all be appropriately configured and managed by Deft to facilitate reliability of the High-Availability Managed Switch and Managed Router Service.

Fees for the Managed Switch and Managed Router Service are charged on a calendar-month basis. Fees include a non-recurring charge for installation and initial configuration and a monthly recurring charge for ongoing Managed Switch and Managed Router Service. Additional Fees may be incurred by Customer for completion of Services provided by Deft outside the scope of the Managed Switch and Managed Router Service. Fees for any such additional Services will be agreed upon, in writing, by both Parties prior to such Services being performed.

Deft will use commercially reasonable efforts to maximize availability of the Managed Switch and Managed Router Service, and to achieve the SLAs detailed below.

Configuration Management SLA – With Customer’s consent, Deft shall use commercially reasonable efforts to backup periodically the configuration of the Managed Switch(es) and/or Managed Router(s) by establishing a network connection from Deft’s Systems to the Managed Switch(es) and Managed Router(s) at an interval specified within the applicable Order. Deft shall use commercially reasonable efforts to ensure (i) storage infrastructure will maintain a rolling log of all changes to the configuration of the Systems between backup intervals and (ii) this log has a retention period of no less than ninety (90) days.

Configuration Change Requests SLA – Customer is required to submit each Configuration Change Request via Deft’s Support Ticketing System or telephone request. Deft has established sixty (60) minute target response time for all Configuration Change Requests submitted via Deft’s Support Ticketing System or telephone request.

Availability SLA, Standard Managed Switch and Managed Router Service – If the Managed Switch or Managed Router disrupts production traffic due to hardware or software events specifically isolated to System configuration or performance for more than five (5) minutes, Deft provides the following SLA: 99.988% operation without the disruption of production traffic. If production traffic is disrupted due to hardware or software events specifically isolated to System configuration or performance, with the disruption lasting for more than five (5) minutes, Customer shall be eligible for a Credit as set forth below.

Availability SLA, High-Availability Managed Switch and Managed Router Service – If the Managed Switches or Managed Routers are installed in a High-Availability configuration, Deft offers the following Service Level: 100% operation thereof without the disruption of production traffic. If the High-Availability Managed Switch and Managed Router Service in a High-Availability configuration disrupts production traffic, Customer shall be eligible for a Credit as set forth below.

Hardware Replacement (Chicago Market) SLA – Deft will use commercially reasonable efforts to provide 100% availability each individual Managed Switch and Managed Router. The Managed Switch and/or Managed Router shall be deemed “available” if the hardware is in good working order and (if applicable) the hardware is available and responding to Deft monitoring tools as designed and in a non-degraded manner (as evidenced by the Deft monitoring tool). In the event of a failure, the faulty hardware will be replaced at no charge to Customer within one (1) hour of Deft identifying the problem therewith. This SLA does not include the time required to perform additional software related maintenance, including rebuilding from backups, cloning hard drives, reloading the operating system, or reloading and configuring applications.

Hardware Replacement (Worldwide, excluding Chicago Market) SLA – Deft will use commercially reasonable efforts to provide 100% availability of each individual Managed Switch and Managed Router. A Managed Switch and/or Managed Router shall be deemed “available” if the hardware is in good working order and (if applicable) the hardware is available and responding to Deft monitoring tools as designed and in a non-degraded manner (as evidenced by the Deft monitoring tool). In the event of a failure, the faulty hardware will be replaced at no charge to Customer within two (2) business days of Deft identifying the problem therewith. To mitigate the risk of an outage due to the failure of a single device, Deft recommends that Customer implement only High-Availability solutions in these markets.

Ongoing Maintenance SLA – Deft will use commercially reasonable efforts to maintain firmware and/or operating system software on Managed Switch and Managed Router devices. Any maintenance that Deft reasonably believes will result in Downtime will be confirmed with Customer via a maintenance notice email. Any updates that are deemed to be critical by a third party Managed Switch or Managed Router vendor to ensure proper ongoing operation of the Managed Switch(es) and Managed Router(s) shall be exempt from this Section, and for updates of such nature, Deft will use commercially reasonable efforts to coordinate the installation of the update with Customer.

Configuration Management SLA – If Deft fails to provide a current or previous version of the configurations within ninety (90) days of Customer request, Deft will credit Customer’s account with an amount equal to 50% of the Recurring Charges attributable to the Managed Switch and Managed Router Service in the calendar month in which the request was made.

Configuration Change Request SLA – If a Configuration Change Request is not acknowledged and acted upon by Deft within ninety (90) minutes, Deft will credit Customer’s account with 25% of the Recurring Charges attributable to the Managed Switch and Managed Router Service for the applicable calendar month in which the Configuration Change Request was made.

Availability SLA, Standard Managed Switch and Managed Router Service SLA – If a Managed Switch and/or Managed Router disrupts production traffic due to hardware or software events specifically isolated to System configuration or performance for more than five (5) minutes, Deft shall credit Customer’s account with 25% of the Recurring Charges attributable to the Managed Switch and Managed Router Service for the applicable calendar month in which the disruption occurred.

Availability SLA, High-Availability Managed Switch and Managed Router Service – If the High-Availability Managed Switch and Managed Router Service in a High-Availability configuration disrupts production traffic, Deft shall credit Customer’s account with 50% of the Recurring Charges attributable to the High-Availability Managed Switch and Service for the applicable calendar month in which the disruption occurred.

Hardware Replacement (Chicago Market) SLA – If Customer experiences a failure in the Hardware Replacement (Chicago Market) SLA, Deft will issue Customer a Credit equal to 3.33% of Customer’s Managed Switch and Managed Router Service charges for each full hour of such failure, for each affected Managed Switch or Managed Router, provided that such Credits will not exceed the aggregate Credits for the affected Managed Switch and Managed Router Service otherwise due from Customer for the calendar month in which the failure occurred.

Hardware Replacement (Worldwide, excluding Chicago Market) SLA – If Customer experiences a failure in the Server Hardware Uptime (Worldwide, Excluding Chicago Market) SLA, Deft will issue Customer a Credit equal to 20% of Customer’s Managed Switch and Managed Router Service Fees for each full day of such failure, for each affected piece of hardware, provided that such Credits for the affected Managed Switch and Managed Router Service will not exceed the aggregate charges for the Managed Switch and Managed Router Service otherwise due from Customer for the calendar month in which the failure occurred.

Ongoing Maintenance SLA – If Deft fails to provide a minimum of 48 hours’ advance notice of a Managed Switch and Managed Router Service-impacting maintenance, excluding Emergency Maintenance, Deft will credit Customer’s account with 25% of the Recurring Charges attributable to the Managed Switch and Managed Router Service for the applicable calendar month in which the disruption occurs.

Limitation on Remedies – If Customer is entitled to multiple Credits under this Supplement, such Credits shall not exceed the total Recurring Charges for the Managed Switch and Managed Router Service for such month. Except as set forth in this Supplement, Deft makes no claims regarding the availability or performance of the standard or High-Availability Managed Switch and Managed Router Service.

Exceptions – In addition to the exclusions set forth in the main body of the Master Products and Services Agreement, Customer shall not receive any Credits under this Supplement in connection with any failure or deficiency caused by or associated with the following:

• If the High-Availability Managed Switch and Managed Router Service is installed in a location where diverse power circuits are not available, or where Customer has not properly configured its equipment for the use of diverse power circuits.
• If Customer provides incorrect information during the initial configuration or Configuration Change Request.
• Deft may conduct Emergency Maintenance without advance notice.  Should a Managed Switch or Managed Router service-impacting Emergency Maintenance be required, Deft will use commercially reasonable efforts to notify Customer upon execution of the maintenance.
• The Availability SLAs exclude service disruptions due to the following Customer traffic events: Denial of Service Attack, physical saturation of Customer’s connections to the public network, and exceeding the rated or licensed traffic capacity of any Managed Switch and/or Managed Router.

In accordance with Section 3.7 of the main body of the Master Products and Services Agreement entered into by Deft and Customer (the “MPSA”), Customer must have the following Required Insurance in respect of the Managed Switch and Managed Router Service:

• Category B (Comprehensive General Liability Policy); and
• Category C (Cyber Liability Policy).

Any capitalized terms not otherwise defined herein shall have the definitions ascribed thereto in the main body of the MPSA or the Order(s) applicable to the Managed VMware Service.

• “Cloud Data Storage” – locations designated by Deft for Customer to store Data, comprised of storage appliances and the related back-end systems.
• “Cloud Datacenter” – any physical Datacenter Facility where Deft’s Managed VMware Services are deployed.
• “Cloud Interface” – a web site provided by Deft for access to the Managed VMware Services.
• “Cloud Network” – the border routers, hardware and software firewalls, hardware and software load balancers, and switches which support the Managed VMware Services.
• “Cloud Server” – a physical or virtual server, installed in a Datacenter Facility, used in the delivery of Managed VMware Services.
• “Configuration Change Request” – a Customer-initiated request for Deft to modify the configuration of the Managed VMware Service.
• “Data” – a set of file systems, directories, or individual files as designated by Customer.
• “Denial of Service Attack” – an attempt by one or more third parties to make a computer resource unavailable to its intended users (may also be referred to as “DoS” or “DoS Attack”).
• “Emergency Maintenance” – a maintenance event performed on the Managed VMware Service that is deemed critical to preserve the integrity of the Managed VMware Service.
• “Managed VMware Services” – a flexible suite of products and services described on the Sales Order which are designed, at Customer’s direction, to include one or more virtualized or physical servers, networks, network appliances, and storage, as well as the software and access methods required for Customer to utilize such products and services, and may facilitate Customer’s access to, processing and/or storage of Data.
• “Rules” – a set of security policies which are implemented to provide the Managed VMware Service.
• “Sales Order” – the Order executed between the Parties describing the specifics of the Managed VMware Services to be performed by Deft.
• “Systems” – the online systems provided by Deft to utilize the Managed VMware Service, including network appliances, monitoring and reporting equipment, storage systems, and network switches, as applicable.

Deft’s “Managed VMware Service” is a flexible, scalable, and secure Infrastructure as a Service (IaaS) offering, allowing Customers to dynamically scale resources in response to changing business needs.

The Managed VMware Service is delivered on an enterprise-class stack, including redundant servers, multi-gigabit networking, high performance storage, and an enterprise-class virtualization platform, all architected for applications with performance requirements. The infrastructure is fully redundant and configured for automatic failover for compute and networking. The Service is delivered from Deft data centers in multiple geographies, giving Customers the option to deploy resources in different availability zones.

Customers are allocated resource pools in the Managed VMware Service. Each resource pool includes a flexible configuration of network, compute, memory, storage, and security services, as well as the software and access methods required to utilize the cloud resources. Customers create and manage virtual machines (VMs) in each resource pool, with complete control over VM provisioning, VM size, and the guest operating system.

The Service includes complete management of the underlying hardware and software tools used to deliver the Service, including virtualization platform management, hypervisor patching and updates, on-site hardware sparing, and full maintenance & support, all monitored 24×7 by Deft’s Service Desk.

Customers can administer the VMs in the Managed VMware Service using the Managed VMware Portal, which is used for creation and day to day management of the VMs. Customers also have access to the Deft Customer Portal, which is used to get information about the Service, request changes, and review service ticket history.

Fees for the Managed VMware Service are charged on a calendar-month basis. Fees will be inclusive of a (i) non-recurring charge for setup and configuration and (ii) a monthly Recurring Charge for the ongoing Managed VMware Service. Overage fees may be incurred if Deft personnel are required to increase Managed VMware resources in order to provide uninterrupted backup services. Any overage fees incurred as a result of Deft intervention will appear on the appropriate invoice.

Additional Fees may be incurred by Customer for completion of services provided by Deft outside the scope of the Managed VMware Service. Fees for any such additional Services will be agreed upon, in writing, by both Parties prior to the Services being performed.

Deft will use commercially reasonable efforts to maximize availability of the Managed VMware Service, and to achieve the SLAs detailed below.

Cloud Network Uptime – Deft will use commercially reasonable efforts to provide 100% availability of the Cloud Network. The Cloud Network shall be deemed “available” if its networking components are available and responding to Deft monitoring tools as designed and in a non-degraded manner (as evidenced by the Deft monitoring tool).

Cloud Server Uptime – Deft will use commercially reasonable efforts to provide 100% availability of each individual Cloud Server within Deft’s Managed VMware Services environment. A Cloud Server shall be deemed “available” if the server hardware is in good working order, and (if applicable) the virtualization hardware and hypervisor layers are available and responding to Deft monitoring tools as designed and in a non-degraded manner (as evidenced by the Deft monitoring tool).

Cloud Data Storage Uptime – Deft will use commercially reasonable efforts to provide 100% availability of the Cloud Data Storage. The Cloud Data Storage shall be deemed “available” if the hardware and software components thereof are available and responding to Deft monitoring tools as designed and in a non-degraded manner (as evidenced by the Deft monitoring tool) and are accessible for processing requests to add, read, and delete Data to each Cloud Server supporting the Sales Order.

Cloud Portal Uptime – Deft will use commercially reasonable efforts to provide 100% availability of the Cloud Portal. The Cloud Portal shall be deemed “available” if the hardware and software components thereof are available and responding to Deft monitoring tools as designed and in a non-degraded manner (as evidenced by the Deft monitoring tool). If the Customer is unable to access the Cloud Portal for more than fifteen (15) consecutive minutes, or three or more periods of five (5) minutes in duration, over any 24-hour period, the Cloud Portal shall be deemed “unavailable” for that 24-hour period. Upon experiencing a failure in availability of the Cloud Portal, Customer must notify Deft via the Support Ticketing System. Deft will review its monitoring tool and system logs and, if the Cloud Portal is deemed unavailable, Deft shall provide regular updates to Customer on the restoration of the Cloud Portal.

Cloud Incidents – If Deft fails to meet any of the Service Levels set forth in this Supplement (each such failure, a “Cloud Incident”), Deft shall provide a Credit for such Cloud Incident equal to the Recurring Charges attributable to the affected Sales Order for one (1) day during the calendar month in which the Cloud Incident occurs; provided that (i) under no circumstances will the aggregate Credits issued under this Supplement in respect of any one (1) calendar month exceed fifteen (15) days of Recurring Charges payable under the Sales Order with regard to such month; and (ii) Customer shall receive only a single Credit with respect to any one event causing a failure of any Service Levels under this Supplement or any other portion of this Agreement, even if multiple Service Levels are not met. For example, if a degradation of Deft’s Systems results in both the Cloud Network and Cloud Data Storage Service Levels not being met, Customer will receive only a single Credit in respect of such event.

Limitation on Remedies – If Customer is entitled to multiple Credits under this Supplement, such Credits shall not exceed fifteen (15) days of Recurring Charges for the Managed VMware Service for such month. Except as set forth in this Supplement, Deft makes no claims regarding the performance of the Managed VMware Service.

Exceptions – In addition to the exclusions set forth in the main body of the Master Products and Services Agreement (the “MPSA”), Customer shall not receive any Credits under this Supplement in connection with any failure or deficiency caused by the failure of Customer-owned equipment, software, or configuration used in connection with the Managed VMware Service, including failures of the Customer’s own network, or that of intermediate Internet Service Providers (ISPs), or the network of any End Users.

Emergency Maintenance – Deft may conduct Emergency Maintenance without advance notice. Should a service-impacting Emergency Maintenance be required, Deft will use commercially reasonable efforts to notify Customer upon execution of the maintenance.

Exclusions – The availability SLAs exclude service disruptions due to the following Customer events: Denial of Service Attack; physical saturation of the Customer’s connections to the public Internet; or exceeding the rated or licensed traffic capacity of the Managed VMware infrastructure.

In accordance with Section 3.7 of the main body of the MPSA entered into by Deft and Customer, Customer must have the following Required Insurance with respect to the Managed VMware Service:

• Category B (Comprehensive General Liability Policy); and
• Category C (Cyber Liability Policy).

Any capitalized terms not otherwise defined herein shall have the definitions ascribed thereto in the main body of the MPSA or the Order(s) applicable to the Managed VPN Service.

• “Configuration Change Request” – a Customer-initiated request for Deft to modify the configuration of the Managed Dedicated VPN Service.
• “Denial of Service Attack” – an attempt by one or more third parties to make a computer resource unavailable to its intended users (may also be referred to as “DoS” or “DoS Attack”).
• “Emergency Maintenance”– a maintenance event performed on the Managed VPN Service that is deemed critical to preserve the integrity of the Managed VPN Service.
• “High Availability” – a configuration designed to provide Customer with the highest SLAs made available by Deft.
• “Rules” – a set of security policies which are implemented to provide the Managed VPN Service.
• “Systems” – the online systems provided by Deft to utilize the Managed VPN Service, including VPN appliances,, monitoring and reporting equipment, and network switches as applicable.
• “VPN” – virtual private network.
• “VPN User Account Creation Request” – a Customer-initiated request for Deft to create an account permitting a user to access the Managed VPN Service.

Deft offers both Standard and High-Availability Managed VPN Service options.

Standard Managed VPN Service

Via Deft’s standard “Managed VPN Service,” Deft uses commercially reasonable efforts to provide Customer with an Deft-operated VPN appliance that is reasonably designed to permit secure access between a Customer-designated network at an Deft Data Center and Customer’s remote users’ VPN device and network. A “Managed VPN” permits only designated users to connect between the networks. The Managed VPN Service may include any Services agreed upon by Deft and Customer to fulfill Customer’s requests.

Deft offers many configuration options for the Managed VPN Service, tailored to Customer’s needs. Customer’s equipment must be accessible by the VPN appliance as necessary so as to implement any required network access and credential authentication. Deft staff, in accordance with both the Customer’s Order and any applicable sales engineering documentation generated with Customer input, will perform physical installation and configuration of the Managed VPN Service.

Deft’s Standard Managed VPN appliance is powered by a single power supply, connected to one of Customer’s power circuits in Customer’s Colocation Space in a Datacenter Facility (as defined in Deft’s Colocation Services Supplement. Deft shall install the VPN(s) and configure the Systems with an initial set of Rules. The settings used in the Rules shall be established in accordance with Customer’s desired security policies.

High-Availability Managed VPN Service

Via Deft’s “High-Availability Managed VPN Service,” Deft uses commercially reasonable efforts to provide two (2) physical VPN appliances, installed and configured in a cluster, reasonably designed to permit only designated remote users to access Customer’s network from the remote user’s VPN device and network. Each VPN shall be powered by an independent power supply, connected to diverse power circuits in Customer’s Colocation Space. VPN appliances, Deft-provided uplinks to the public Internet, and any downstream switching devices (as applicable) must all be appropriately configured and managed by Deft to facilitate reliability of the High-Availability service. 

Fees for the Managed VPN Service are charged on a calendar-month basis. Fees will be inclusive of a non-recurring charge for setup and configuration and a monthly recurring charge for the ongoing Managed VPN Service. Additional Fees may be incurred by Customer for completion of Services provided by Deft outside the scope of the Managed VPN Service. Fees for any such additional Services will be agreed upon, in writing, by both Parties prior to the Services being performed.

Deft will use commercially reasonable efforts to maximize availability of the Managed VPN Service, and to achieve the SLAs detailed below.

Availability SLA, Standard Managed VPN Service – For Deft’s standard Managed VPN where service is only provided by one VPN, or multiple VPNs which are not in a High-Availability configuration, Deft provides the following SLA: 99.988% operation without the disruption of production traffic. If production traffic is disrupted due to hardware or software events specifically isolated to System configuration or performance, with the disruption lasting for more than five (5) minutes, Customer shall be eligible for a Credit as set forth below.

Availability SLA, High-Availability Managed VPN Service – For Deft’s High-Availability Managed VPN Service, Deft provides the following uptime SLA: one hundred percent (100%) operation without the disruption of production traffic. If the High-Availability Managed VPN Service in a High-Availability configuration disrupts production traffic, Customer shall be eligible for a Credit as set forth below.

Configuration Management SLA – Deft shall periodically backup the configuration of the VPN(s) by establishing a network connection from Deft’s Systems to the VPN(s). Deft’s storage infrastructure will retain a copy of the configuration backup rolling of no less than ninety (90) days.

Configuration Change Request SLA – Customer is required to submit each Configuration Change Request via Deft’s Support Ticketing System or telephone request. Deft has established a sixty (60) minute target response time for all Configuration Change Requests submitted via Deft’s Support Ticketing System or telephone request.

VPN User Account Creation Request SLA – Customer is required to submit each VPN User Account Creation Request through Deft’s Support Ticketing System. Deft has established a 24 hour target response time for initial creation of VPN users after all details necessary for the account creation have been properly submitted via Deft’s Support Ticketing System.

Ongoing Maintenance SLA – Deft will maintain current operating system software on VPN appliances. Any maintenance that Deft reasonably believes will incur Downtime will be confirmed with Customer via a maintenance notification. For avoidance of doubt, any updates that are deemed to be critical by a third party VPN vendor to ensure proper ongoing operation of the VPN(s) shall be exempt from this Section. For updates of this nature, Deft will use commercially reasonable efforts to coordinate the installation of the update with Customer.

Availability SLA, Standard Managed VPN – if the Managed VPN disrupts production traffic due to hardware or software events specifically isolated to System configuration or performance for more than five (5) minutes, Deft shall credit Customer’s account with 25% of the Recurring Charges attributable to the Managed VPN Service for the applicable calendar month in which the disruption occurred.

Availability SLA, High-Availability Managed VPN – If the High-Availability Managed VPN Service in a High-Availability configuration disrupts production traffic, Deft shall credit Customer’s account with 50% of the Recurring Charges attributable to the Managed VPN Service for the applicable calendar month in which the disruption occurred.

Hardware Replacement (Chicago Market) SLA – Deft will use commercially reasonable efforts to provide 100% availability of each individual VPN appliance. The VPN appliance shall be deemed “available” if the hardware is in good working order and (if applicable) the hardware is available and responding to Deft monitoring tools as designed and in a non-degraded manner (as evidenced by the Deft monitoring tool). In the event of a failure, the faulty hardware will be replaced at no charge to Customer within one (1) hour of Deft identifying the problem therewith. This SLA does not include the time required to perform additional software related maintenance, including rebuilding from backups.

Hardware Replacement (Worldwide, excluding Chicago Market) SLA – Deft will use commercially reasonable efforts to provide 100% availability of each individual VPN appliance. A VPN appliance shall be deemed “available” if the hardware is in good working order and (if applicable) the hardware is available and responding to Deft monitoring tools as designed and in a non-degraded manner (as evidenced by the Deft monitoring tool). In the event of a failure, the faulty hardware will be replaced at no charge to Customer within two (2) business days of Deft identifying the problem therewith. To mitigate the risk of an outage due to the failure of a single device, Deft recommends that Customer implement only High-Availability solutions in these markets.

Configuration Management SLA – If Deft fails to provide a current or previous version of the service configuration within the required retention period, Deft will credit Customer’s account with an amount equal to 50% of the Recurring Charges attributable to the Managed VPN Service in the calendar month in which the request was made.

Configuration Change Request SLA – If a Configuration Change Request is not acknowledged and acted upon within ninety (90) minutes, Deft will credit Customer’s account with 25% of the Recurring Charges attributable to the Managed VPN Service for the applicable calendar month in which the Configuration Change Request was made.

VPN User Account Creation Request SLA – If a VPN User Account Creation Request is not acknowledged and acted upon within thirty-six (36) hours following Customer’s submission thereof via Deft’s Support Ticketing System, Deft will credit Customer’s account with 25% of the Recurring Charges attributable to the Managed VPN Service for the applicable calendar month in which the VPN User Account Creation Request was made.

Ongoing Maintenance SLA – If Deft fails to provide a minimum of forty-eight (48) hours’ advance notice of a Managed VPN Service-impacting maintenance, excluding Emergency Maintenance, Deft will credit Customer’s account with 25% of the Recurring Charges attributable to the Managed VPN Service for the calendar month in which the disruption occurred.

Limitation on Remedies – If Customer is entitled to multiple Credits under this Supplement, such Credits shall not exceed the total Recurring Charges for the Managed VPN Service for such month. Except as set forth in this Supplement, Deft makes no claims regarding the availability or performance of the Managed VPN Service.

Exceptions – In addition to the exclusions set forth in the main body of the Master Products and Services Agreement, Customer shall not receive any Credits under this SLA in connection with any failure or deficiency caused by or associated with the following: if the High-Availability Managed VPN Service is installed in a location where diverse power circuits are not available, or where Customer has not properly configured its equipment for the use of diverse power circuits; or if Customer provides incorrect information during the initial configuration or Configuration Change Request.

Emergency Maintenance – Deft may conduct Emergency Maintenance without advance notice. Should a service-impacting Emergency Maintenance be required, Deft will use commercially reasonable efforts to notify Customer upon execution of the maintenance.

Exclusions – The availability SLAs exclude service disruptions due to the following Customer traffic events: Denial of Service Attack; physical saturation of the Customer’s connections to the public Internet; and exceeding the pool of allowed users, tunnels, or connections; or exceeding the rated or licensed traffic capacity of any Managed VPN appliance.

In accordance with Section 3.7 of the main body of the Master Products and Services Agreement entered into by Deft and Customer (the “MPSA”), Customer must have the following Required Insurance in respect of the Managed VPN Service:

• Category B (Comprehensive General Liability Policy); and
• Category C (Cyber Liability Policy).

Any capitalized terms not otherwise defined herein shall have the definitions ascribed thereto in the main body of the Master Products and Services Agreement entered into by Deft and Customer or the Order(s) applicable to one or more Network Connectivity Services.

• “Bandwidth” – the measured rate of bits per second transferred over the Deft Network from and to Customer’s equipment.
• “Burst Bandwidth” – the incremental amount of Bandwidth consumed in excess of Customer’s committed level, as further defined below.
• “Colocation Space(s)” – any Space(s) provided to Customer pursuant to the Supplement:  Colocation Service entered into between Deft and Customer, as applicable.
• “Dark Fiber” – an optical fiber Deft utilizes in the provision of certain services, which fiber is installed between two Deft Data Center Facilities.
• “Dark Fiber Ring” – two Dark Fibers that are geographically diverse, configured to minimize the impact of a single fiber cut.
• “Downtime” – Customer experiencing sustained packet loss in excess of fifty percent (50%), based on Deft’s measurements.
• “DWDM” – dense wavelength division multiplexing, an optical networking technology which allows several signals with unique frequency assignments to simultaneously transmit across a single Dark Fiber.
• “DWDM Channel” – a single frequency assigned on a DWDM system.
• “Ethernet” – the wiring and signaling standards for interconnecting computers in local area networks.
• “IP Addresses” – one or more IP address numbers.
• “Local Access Circuit” – a data connection provided by a third party telecommunications provider which connects Customer’s premises to the Internet, the Deft Network, or Customer’s Colocation Space within an Deft Data Center Facility, as the case may be.
• “MAC Address” – A single Media Access Control Address, a unique identifier for each Ethernet device on a local area network.
• “Media Conversion” – Deft’s operation of a physical device which retransmits data signals between two disparate media types (each a “Media Converter”).
• “MPLS” – multiprotocol label switching.
• “POP” – point of presence.

Def Network Connectivity Services include Metro Ethernet Service, MPLS VPN Transport Service, Local Access Circuit Service, Alien Wavelength Service, Lit Wavelength Service, Protected Wavelength Service, and Managed DWDM Platform Service (collectively, “Network Connectivity Services”).

Deft offers many configuration options for the Network Connectivity Services, tailored to Customer’s needs. Deft staff, in accordance with both Customer’s Order and any applicable sales engineering documentation generated with Customer input, perform physical installation of all Network Connectivity configurations.

About Metro Ethernet Service

Via Deft’s “Metro Ethernet Service,” (also referred to as “CustomerLink” in Deft’s marketing materials), Deft uses commercially reasonable efforts to provide Ethernet connectivity between multiple Data Center Facilities and/or POPs within a metropolitan region.

Deft’s Metro Ethernet Service is sold and billed based upon the total provisioned capacity of the Metro Ethernet Service, as determined by the Ethernet speed of the service. Customers who purchase the Metro Ethernet Service agree to limit the number of MAC Addresses to one hundred (100).

SLAs for Metro Ethernet Service

Deft will use commercially reasonable efforts to achieve the SLAs set forth below:

Metro Ethernet Uptime SLA – One hundred percent (100%) connectivity between two (2) given endpoints of the Metro Ethernet without Downtime (excluding permitted sub-second failovers in the event of the failure of a single Dark Fiber on an underlying Dark Fiber Ring), for all Customers who have purchased and configured two (2) or more connections between endpoints.

Metro Ethernet Packet Loss Service Level SLA – 99.5% or greater packet delivery success rate across the Metro Ethernet Service.

Metro Ethernet Latency SLA – 3 ms or lower round trip transmission latency across the Metro Ethernet Service.

Remedies for Failure of Metro Ethernet Service SLAs

Metro Ethernet Uptime SLA – If Customer experiences a failure of the Metro Ethernet Uptime SLA, Deft will issue Customer a Credit equal to 3.33% of Customer’s committed Metro Ethernet Service charges for each full hour of such failure, provided that such Credits will not exceed the aggregate Bandwidth charges otherwise due from Customer for the calendar month in which the failure occurred.

Metro Ethernet Packet Loss SLA and Metro Ethernet Latency SLA – If within two (2) hours after being notified of any failure to meet either the Metro Ethernet Packet Loss Service Level or the Metro Ethernet Latency SLA, Deft fails to remedy such excess packet loss or latency, Deft will issue Customer a Credit equal to 3.33% of Customer’s committed Metro Ethernet Service charges for each full hour of such failure, provided that such Credits will not exceed the aggregate Bandwidth charges otherwise due from Customer for the calendar month in which the failure occurred.

About MPLS VPN Transport Service

Via Deft’s “MPLS VPN Transport Service,” Deft uses commercially reasonable efforts to provide Ethernet connectivity between multiple POPs that are typically in different geographic regions.

Deft’s MPLS VPN Transport Service is sold and billed based on the total provisioned capacity of the Service, as determined by the Ethernet speed of the Service.  Notwithstanding the foregoing, if specified on an Order, usage of the MPLS VPN Transport Service may be billed using the “95th Percentile Rule”:  usage samples will be collected and sorted from highest to lowest, with the top five percent (5%) discarded in any given calendar month.  The next highest sample (the 95th percentile number) will then be used as the basis in computing the Fees for the month for incremental Bandwidth for the VPN Transport Service beyond the committed level.

MPLS VPN Transport Service SLAs

Deft will use commercially reasonable efforts to achieve the SLAs set forth below:

MPLS VPN Uptime SLA – 99.99% availability of the MPLS VPN Transport Service between any and all endpoints for any given calendar month, equating to non-availability of less than 4.38 minutes per calendar month.

MPLS VPN Packet Loss SLA – 99.5% or greater packet delivery success rate for all packets transmitted across the MPLS VPN Transport Service.

MPLS VPN Latency SLA – An average monthly route-trip transmission time between endpoints in each service region as described below (endpoints traversing multiple service regions shall be subject to the sum of the maximum average latency of all service regions combined):

Service Region vs. Maximum Average Latency

Within North America: ≤ 78 milliseconds

Trans-Atlantic: ≤ 88 milliseconds

Trans-Pacific: ≤ 142 milliseconds

Remedies for Failure of MPLS VPN Transport SLAs

MPLS VPN Uptime SLA – If Customer experiences a failure in the MPLS VPN Uptime SLA, Deft will issue Customer a Credit equal to 3.33% of Customer’s committed MPLS VPN Transport Service Fees for every two (2) full hours of such failure, provided that such Credits will not exceed the aggregate MPLS VPN Transport Service Fees otherwise due from Customer for the calendar month in which the failure occurred.

MPLS VPN Packet Loss SLA – If within two (2) hours after being notified of any failure to meet either the MPLS VPN Packet Loss SLA, Deft fails to remedy such excess packet loss, Deft will issue Customer a credit equal to 3.33% of Customer’s committed MPLS VPN Transport Service Fees for each two (2) full hours of such failure, provided that such Credits will not exceed the aggregate Bandwidth charges otherwise due from Customer for the calendar month in which the failure occurred.

MPLS VPN Latency SLA – If either one or multiple service regions listed above experiences latency averages that exceed the targeted metrics set forth in respect of the MPLS VPN Latency SLA, Deft will credit 3.33% of Customer’s committed MPLS VPN Transport Service Fees for the affected service.

About Local Access Circuit Service

At the direction of Customer, Deft uses commercially reasonable efforts to procure a “Local Access Circuit” from a third party telecommunications company to connect Customer premises to the Internet, the Deft Network, or Customer’s Colocation Space within a Deft Data Center Facility.

Fees for each Local Access Circuit are charged on a calendar monthly basis, in advance. Customer agrees to reimburse Deft for any taxes, fees, or service charges levied by any telecommunications provider associated with any Local Access Circuit. In addition, in the event of any conflict in the Term of an Order and the term of Deft’s agreement with the applicable telecommunications provider, the term of the telecommunications provider shall control and Customer agrees to pay for Local Access Circuits from the actual billing commencement through billing termination from the third party telecommunications provider.

Local Access Circuit SLA

Deft will use commercially reasonable efforts to achieve the SLA set forth below:

Local Access Circuit SLA – As Local Access Circuits are purchased from third parties for the benefit of Customer, Deft does not provide any SLAs for Local Access Circuits. Notwithstanding the foregoing, upon request from Customer, Deft will share any service level information from the applicable third party provider(s).

Remedies for Failure of Local Access Circuit SLA

Local Access Circuit SLA – In the event of any failure of a Local Access Circuit which is eligible for service level credit from the third party provider(s), upon receipt of the service level credit from the third party provider(s), Deft will credit Customer’s account with the amount of the service level credit received. This pass-through credit is Customer’s sole and exclusive remedy in conjunction with the failure of any Local Access Circuit.

About Alien Wavelength Service

Via Deft’s “Alien Wavelength Service,” Deft uses commercially reasonable efforts to provide DWDM Channel on a single Dark Fiber, delivered directly to the Customer’s Colocation Space(s) via single mode fiber and without any Media Conversion, where Customer is responsible for all transmission and receiving equipment.

Fees for the Alien Wavelength Service are charged on a calendar monthly basis, in advance.

Alien Wavelength Service SLA

Deft will use commercially reasonable efforts to achieve the SLAs set forth below:

Alien Wavelength Uptime SLA – Since the Alien Wavelength Service is provisioned over a single Dark Fiber and is solely dependent on the performance of that Dark Fiber, Deft does not provide any SLAs for the Alien Wavelength Service.

Remedies for Failure of Alien Wavelength SLA

Alien Wavelength Uptime Service Level – Since Deft does not offer SLAs for the Alien Wavelength Service, Customer is not eligible for any Credits or other remedies for failure of the Alien Wavelength Service.

About Lit Wavelength Service

Via Deft’s “Lit Wavelength Service,” Deft uses commercially reasonable efforts to provide a single point-to-point Ethernet circuit between two (2) locations using Dark Fiber and Media Conversion.

Fees for the Lit Wavelength Service are charged on a calendar monthly basis, in advance.

Lit Wavelength Service SLA

Deft will use commercially reasonable efforts to achieve the SLAs set forth below:

Lit Wavelength Uptime SLA – Since each individual Lit Wavelength service is dependent upon the performance of the Dark Fiber it is installed upon, Deft offers only limited Service Levels for individual lit wavelengths.  To the extent applicable, Deft provides Service Levels for the Cross Connect and Media Conversion components performed at each end of the Lit Wavelength.

Remedies for Failure of Lit Wavelength Service SLA

Lit Wavelength Uptime SLA – If (i) Deft observes or is notified of any failure of the Lit Wavelength service, and Deft, in its sole discretion, determines the failure is attributable to Media Conversion or Cross Connects (as defined in Deft’s Colocation Supplement) at a Data Center Facility, and (ii) within two (2) hours after Deft observes or is notified of such failure, Deft fails to remedy such failure, then Deft will issue Customer a Credit equal to two (2) days’ charges for such failure, provided that such Credits will not exceed the aggregate Lit Wavelength charges otherwise due from Customer for such calendar month for the affected service(s).

About Protected Wavelength Service

Via Deft’s “Protected Wavelength Service,” Deft uses commercially reasonable efforts to provide a single point-to-point Ethernet circuit between two (2) locations using two (2) diverse Dark Fiber paths, along with Media Conversion on each end before hand-off to Customer. In configuring the Media Converters at each end of the Protected Wavelength, one Dark Fiber path is designated as preferred, and the other is designated as backup, which helps protect against an outage caused by a fiber cut on one of the Dark Fiber paths.

Fees for the Protected Wavelength Service are charged on a calendar monthly basis, in advance.

SLAs for Protected Wavelength Service

Deft will use commercially reasonable efforts to achieve the SLAs set forth below:

Protected Wavelength Uptime SLA – One hundred percent (100%) connectivity between endpoints in Customer’s Colocation Space(s) or other Customer-designated premises, excluding sub-second failovers performed by the Media Converters in the event of a failure of the preferred Dark Fiber.

Remedies for Failure of Protected Wavelength SLA

Protected Wavelength Uptime SLA – If Customer experiences a failure in the Protected Wavelength Uptime SLA, Deft will issue Customer a Credit equal to 3.33% of Customer’s Protected Wavelength Service Fee for each full hour of such failure, provided that such Credits will not exceed the aggregate Protected Wavelength Service Fees otherwise due from Customer for the calendar month in which the failure occurred.

About Managed DWDM Service

Via Deft’s “Managed DWDM Platform Service,” Deft uses commercially reasonable efforts to install a Managed DWDM Platform for the exclusive use of a single Customer, typically between a Deft Data Center Facility and a Customer’s offsite premises or between two (2) Deft Data Center Facilities.  The Managed DWDM Platform may be installed atop Deft-provided or Customer-provided Dark Fiber, either in Deft equipment racks, Customer’s Licensed Space(s), or other Customer-designated premises.

The availability of each Managed DWDM Platform is dependent upon the design and performance of the underlying components, which will be agreed upon between Deft and Customer on the applicable Order for the Managed DWDM Platform Service. Customer acknowledges that if any Managed DWDM Platform designed without redundant components at any location along the platform (such as Dark Fiber, Media Converter, Cross-Connect), then the availability of the Managed DWDM Platform Service is dependent upon the performance of all non-redundant components.

Customer further acknowledges that any failure attributable to Customer-provided components (such as Dark Fiber, or power at the Customer premises) shall not constitute a failure of the Managed DWDM Platform Service. Deft shall maintain a spare parts inventory sufficient for the repair of any single component of any Managed DWDM Platform provided by Deft.

Fees for the Managed DWDM Platform Service are charged at a flat rate on a calendar-month basis, and are comprised of a fee for any Deft-provided services such as Dark Fiber, Media Converters, Cross-Connects, and Colocation Space that comprise the Managed DWDM Platform, as applicable.

SLAs for Managed DWDM Platform Service

Deft will use commercially reasonable efforts to achieve the SLAs set forth below:

Managed DWDM Platform Uptime SLA – One hundred percent (100%) availability of all services on the Managed DWDM Platform between endpoints in the Customer’s Colocation Space(s) or other Customer-designated premises.

Remedies for Failure of Managed DWDM Platform SLA

Managed DWDM Platform Uptime SLA – If a Customer experiences a failure in the Managed DWDM Uptime SLA where the entire Managed DWDM Platform is unavailable, Deft will issue Customer a Credit equal to 3.33% of Customer’s Managed DWDM Platform Service Fees for each full hour of such failure, provided that such Credits will not exceed the aggregate Managed DWDM Platform Service Fee otherwise due from Customer for the calendar month in which the failure occurred. If Customer experiences a failure in the Managed DWDM Uptime SLA where only certain services are unavailable, Customer will be eligible for a pro-rata Credit based on the capacity of the failed service as compared to the capacity of all services delivered on the Managed DWDM Platform.  Notwithstanding the foregoing, any delays incurred by Deft in gaining access to Customer’s premises shall be subtracted from the Managed DWDM Platform Uptime SLA Credit calculation.

Limitation on Remedies – The remedy for failure of any Network Connectivity Service shall be limited to the remedies described herein, and shall not constitute a failure of any other Deft products or services or a default under any other Order or Supplement. Deft’s suspension or modification of any network connectivity product in accordance with the terms of this Agreement shall not be deemed to be a failure of Deft to meet adequate SLAs under this Agreement.  In no event shall Customer be entitled to any Credit to the extent that the failure to meet adequate SLAs is caused by Customer attempting to exceed the maximum bandwidth of Customer’s connection to the Deft Network or otherwise violating the terms of this Agreement.  Any failure that is determined to be, in Deft’s reasonable discretion, attributable to conditions at any Customer premises (including, but not limited to, power or cooling failures, patch cable failures, building riser failures, or failure to provide access to authorized Deft personnel for the service/repair of the equipment located at a Customer premise) shall not be deemed a failure to meet any of the SLAs described herein.

Exceptions – In addition to the exclusions set forth in Section 2.2.5 of the main body of the Master Products and Services Agreement, Customer shall not receive any Credits for any failure or breach that is caused by or associated with the failure of Customer-owned equipment, software, or configuration used in connection with any Network Connectivity Services.

Any IP Addresses assigned to Customer by Deft remain the sole possession of Deft, and may be used only in connection with and for the duration of the Services purchased. In the event Customer discontinues the use of the Services for any reason, or this Supplement terminates for any reason, Customer’s right to use the IP Addresses shall terminate within ten (10) business days.