Service Level Agreement

An SLA that provides a 100% production platform uptime guarantee.

Exhibit B – Service Level Agreement

Introduction

Hyve is committed to providing a high level of service to ensure that
information technology is an effective enabling tool for Client. This
document briefly describes the services and standards of service provided
by Hyve to Client.

This agreement is intended to guarantee that individual and network users
receive an acceptable level of response to their information technology
needs and to ensure common expectations of quality and timeframes for
services provided by Hyve. Hyve’s service goals are:

– Timely and effective technical support of computer and telecommunications
hardware and software

– Technical tools that effectively support business needs

– Support and implementation expectations that are appropriately met

– Secure and reliable electronic environments

– New technology solutions that are rapidly acquired and implemented

This level of support will be provided for all standard hardware and
software configurations and other nonstandard configurations where support
for such configurations has been agreed upon between Client and Hyve.


1. Availability – 100% Network Availability Guarantee.

1.1. Network Availability Guarantee Scope. Hyve guarantees that it
will maintain a 100% up time, excluding scheduled maintenance, for
facilities and the Hyve Network as follows: in the event that one or more
of Client’s servers are unable to transmit or receive information via the
Internet through the Front-end Network as a result of disruptions to either
the Data centre or the Front-end Network (a “Covered Outage”), Hyve will, upon Client’s request, as
Hyve’s sole obligation and Client’s sole and exclusive remedy for failure
to meet the foregoing guarantee, credit the Client’s account for every five
(5) consecutive minutes of such Covered Outage with the prorated Monthly
Service Fees for one (1) day of services for the affected servers, up to a
maximum credit during any calendar month equal to the total prorated fees
due to Hyve from Client during such calendar month for the affected servers
(“Standard Service Credit”). In no event will Hyve’s
scheduled maintenance of the Data centre, the Front-end Network or the Hyve
Equipment be deemed a Covered Outage entitling Client to the Standard
Service Credit.

1.2. Scheduled Maintenance Scope. Scheduled Maintenance shall mean
any maintenance at the Hyve data centre at which Client’s server is located
of which Client is notified 48 hours in advance. Notice of Scheduled
Maintenance will be provided to Client’s designated point of contact via
email. The standard window for service-affecting maintenance is between the
hours of 12:01 a.m. and 5:00 a.m. local time Saturday or Sunday. Hyve will
use reasonable commercial efforts to coordinate with Client when planning
any maintenance to minimise impact to Client and its customers. “Emergency Maintenance” shall mean any maintenance by
Hyve, its subcontractors or service providers that does not meet the
definition of Scheduled Maintenance. No notice shall be required or
provided for Emergency Maintenance.

1.3. Network Availability Guarantee Process. Hyve will calculate
Client’s “Network Unavailability” in a calendar month. “Network
Unavailability” consists of the number of minutes that the Hyve Network was
not available to Client, and includes unavailability associated with any
maintenance at the Hyve data centre where Client’s server is located other
than Scheduled Maintenance. Outages will be counted as Network
Unavailability only if Client opens a trouble ticket with Hyve Client
support within five days of the outage. Network unavailability will not
include (a) Scheduled Maintenance, or any unavailability resulting from (b)
acts or omissions of Client, or any use or user of the service authorised
by Client (c) deliberate act of a User or an End User or (d) reasons of
Force Majeure (as defined in the contract).

1.4. General Availability of the Hyve Network. The Hyve network will be
deemed to be available if it provides end-user response time of no greater
than three (3) seconds from the time the router receives a request to the
time that the router transmits a response to the request.

2. Hyve Cloud Server Availability – 99.999% Hyve Cloud Server Availability
Guarantee.

2.1. Cloud Server Availability Guarantee Scope. Hyve guarantees that
it will maintain a 99.999% up time, excluding scheduled maintenance, for
Hyve Cloud Servers as follows: in the event that one or more of Client’s
Cloud servers are unavailable as a result of disruptions to the Hyve Blade
Enclosure, Blades, Switching or SAN infrastructure (a “Cloud Server Outage”), Hyve will, upon Client’s request,
as Hyve’s sole obligation and Client’s sole and exclusive remedy for
failure to meet the foregoing guarantee, credit the Client’s account for
every one (1) hour of such Cloud Server Outage with the prorated Monthly
Service Fees for one (1) day of services for the affected servers, up to a
maximum credit during any calendar month equal to the total prorated fees
due to Hyve from Client during such calendar month for the affected servers
(“Standard Service Credit”). In no event will Hyve’s
scheduled maintenance of the Data centre, the Front-end Network or the Hyve
Equipment be deemed a Cloud Server Outage entitling Client to the Standard
Service Credit.

2.2. Scheduled Maintenance Scope. Scheduled Maintenance shall mean
any maintenance at the Hyve data centre at which Client’s server is located
of which Client is notified 48 hours in advance. Notice of Scheduled
Maintenance will be provided to Client’s designated point of contact via
email and/or myhyve customer ticket. The standard window for
service-affecting maintenance is between the hours of 12:01 a.m. and 5:00
a.m. local time Saturday or Sunday. Hyve will use reasonable commercial
efforts to coordinate with Client when planning any maintenance to minimise
impact to Client and its customers. “Emergency Maintenance” shall mean any maintenance by
Hyve, its subcontractors or service providers that does not meet the
definition of Scheduled Maintenance. No notice shall be required or
provided for Emergency Maintenance.

2.3. Service Availability Guarantee Process. Hyve will calculate
Client’s “Cloud Server Unavailability” in a calendar month. ” Cloud Server
Unavailability ” consists of the number of minutes that the Cloud Server
was not available to Client, and includes unavailability associated with
any maintenance at the Hyve data centre where Client’s cloud server is
located other than Scheduled Maintenance. Outages will be counted as Cloud
Server Unavailability only if Client opens a trouble ticket with Hyve
Client support within five days of the outage. Cloud Server unavailability
will not include (a) Scheduled Maintenance, or any unavailability resulting
from (b) acts or omissions of Client, or any use or user of the service
authorised by Client (c) deliberate act of a User or an End User or (d)
reasons of Force Majeure (as defined in the contract).

2.4. General Availability of Cloud Servers. A Cloud Server will be deemed
to be available if it is available via console access via VMware vCenter
Server.

3. Dedicated Server Hardware Replacement Guarantee.

If a Dedicated Server experiences an outage directly attributable to the
failure of a hardware component of such server, Hyve will replace the
failed component or server, and if necessary, initiate a restore of the
server from an available backup, within four (4) hours of Hyve determining
that a failed hardware component or server needs to be replaced. The
hardware guarantee covers all hardware components to include processors,
ram, hard disks, motherboard, NIC card and other hardware as described in
this contract.

3.1. Hardware Replacement Guarantee Remedy. If Hyve does not replace
the failed component, within four (4) hours of Hyve determining that a
failed hardware component needs to be replaced, Hyve, upon Client’s
request, will credit Client’s account ten percent (10%) of the Monthly
Recurring Service Charges as set forth on Client’s Service Order (as
defined in the applicable Hyve contract) (“Charges”), and an additional ten
percent (10%) of the Charges for each additional hour over and above the
four-hour commitment. This guarantee excludes the time required to rebuild
a RAID array. The total of all credits issued to Client in any calendar
month shall not exceed one hundred percent (100%) of the Charges. The
Hardware Replacement Guarantee shall not apply if failure of the hardware
component is a result of acts or omissions of Client or its agents; failure
of any non-standard hardware installed by Hyve or Client; or events of
Force Majeure (as defined in the applicable Hyve contract). In addition,
the Hardware Replacement Guarantee shall not apply if the Client is in
breach of its agreement with Hyve, including, but not limited to, violation
of the Acceptable Use Policy or payment default.

4. Exceptions to the Credit Process.

Credit will not be issued due to failures that are, as determined by Hyve,
in its good faith reasonable judgment, a result of:

– Client initiated work that is independently generated by Client;

– Hyve initiated maintenance completed during scheduled maintenance and
emergency maintenance and upgrades;

– Client required operating system software revisions and hardware/software
configurations that are not Hyve tested/approved;

– Client-supplied Web site content or software;

– The acts or omissions of Client, its employees, agents, third party
contractors or vendors, or anyone gaining access to Hyve’s Server and
Software at the request of Client;

– Violations of Hyve’s Acceptable Use Policy as may be posted from time to
time on

http://www.hyve.com/information/legal/terms.asp

;

– Circumstances beyond Hyve’s reasonable control, including, without
limitation, acts of any governmental body, war, insurrection, sabotage,
embargo, fire, flood, strike or other labour disturbance, interruption of
or delay in transportation, unavailability of or interruption or delay in
telecommunications or third party services, failure of third party software
or inability to obtain raw materials, supplies, or power used in or
equipment needed for provision of the Hyve SLA’s; or

– DNS issues outside the direct control of Hyve.

– An attack on the Hyve network such as a virus, SYN Flood or DDoS.

The total credit amount available to Client in a particular month under
this SLA shall be limited to the maximum of Client’s Monthly Service Fee
for such month.

4. Support

Hyve shall maintain a Help Desk, which will be the primary point of contact
for all queries and communications regarding Service Level incidents. The
help desk will be contactable by telephone and the Hyve support ticket
system and will be available 24 hours a day, 7 days a week, 365 days a
year.

5. Client Data and Software

Hyve will, on Client’s behalf, use commercially reasonable efforts to: (i)
make available and accessible on the Hyve Network and/or World Wide Web, as
appropriate, the Site Content; and (ii) to reproduce the Site Content. Hyve
recommends that the Client at all times retain complete copies of the Site
Content. Client shall be solely responsible for the editorial supervision
of the Site Content.

5.1. Software and Documentation Provided by Hyve. In consideration
for the payment of any applicable charges, Client is granted the right to
use the Hyve Software, if any, strictly in accordance with and subject to
any accompanying documentation. Except as may be specifically set forth in
the Documentation, Hyve makes no representations and warranties with
respect to the Software. Hyve will pass through and assign to Client all
rights and warranties provided by third party licensors of the Software to
the extent that such licensors permit such pass through and assignment. Any
costs of such assignment shall be borne by the Client. Except as
specifically set forth herein, Hyve has no obligation to provide
maintenance or other support of any kind for the Software, including
without limitation any error corrections, updates, enhancements or other
modifications.

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