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Service Level Agreement

Last updated: October 17, 2022

Subject to the terms and conditions of the American Cloud Services Agreement (the "Agreement") to which this Service Level Agreement ("SLA") is connected, American Cloud will provide Customer with a level of service consistent with the principles expressed below. To the extent that American Cloud does not provide the Services at the levels set forth in this SLA, and Customer is in compliance with all terms and conditions of the Agreement (including the American Cloud Community Policies), American Cloud will credit Customer's account in an amount as provided in this SLA, reflecting percentages of the monthly Fees for the affected Services (each an "SLA Credit").

Definitions

"Core Networking Equipment" means equipment owned or operated by American Cloud, used to provide the Services, including but not limited to servers, switches and routers, as well as any customer equipment that customer has specifically contracted with American Cloud to manage.

"Downtime" is defined as failure of Core Networking Equipment, and such failure being verifiable by documentation provided by Customer. However, "Downtime" does not include any of the following:

  • Scheduled Maintenance or Emergency Maintenance (as defined below).
  • Outages not reported, or falsely reported.
  • Problems with the Customer's internet connectivity or problems with other internet providers' connectivity outside of American Cloud's control.
  • Issues with e-mail or webmail connectivity.
  • Issues with access arising from technologies not under American Cloud control, including FTP, POP, IMAP, or SMTP.
  • Problems with Customer's or any Third Party's hardware, software, or access to the internet, including, but not limited to, Third Party DNS issues.
  • Use of the Services by any person: (a) in violation of applicable law, (b) in breach of this Agreement (including the American Cloud Community Policies), (c) in conjunction with custom scripting or coding (e.g., CGI, Perl, HTML, ASP, Ruby, PHP, Python, etc.), or (d) by means of any negligent act or omission.
  • Unavailability of the Services due to Customer's suspension or termination in accordance with the Agreement. Issues relating to Customer Data.
  • Any force majeure event under the Agreement.
  • Problems caused by Customer's use of the Services or any Customer End User's use of the Customer Offering after American Cloud advised Customer or any Customer End User to modify such use, if Customer or any Customer End User did not modify its use as advised.

"Emergency Maintenance" means those instances in which American Cloud or its Third Party service providers: (a) identify situations which, in American Cloud's reasonable discretion, have threatened or may threaten the integrity of the Services or the systems used to provide the Services, and (b) take reasonably necessary measures designed to prevent the situation from progressing into unavailability of the Services, or to otherwise resolve the situation.

"Outage End Time" is the time at which American Cloud restores the Services to be back online and accessible.

"Outage Start Time" is the time at which documentation provided by Customer and confirmed by American Cloud shows the Services are experiencing Downtime.

"Scheduled Maintenance" is that amount of time in which American Cloud or its Third Party service providers: (a) perform updates and upgrades, enhancements and routine maintenance activities that are announced through American Cloud.com at least 24 hours advance notice, and (b) perform Emergency Maintenance, upon reasonable notice in the circumstances provided through American Cloud.com or via electronic communications directed to Customer.

"Uptime" refers to all time during the term of the Agreement except Downtime. Uptime will be calculated in reference to the number of minutes in each calendar month, measured by American Cloud's internal monitoring systems. For the purpose of the SLA, outages are measured in full minutes and will be rounded, as appropriate, up or down to the nearest full minute (i.e., for portions of minutes less than or equal to thirty seconds, the minute measurement will be rounded down, and for portions of minutes greater than or equal to thirty one seconds, the minute measurement will be rounded up).

Service Level Commitment

American Cloud seeks to provide 99.9% network Uptime, as measured by American Cloud's internal monitoring systems, for each calendar month during the term of the Agreement. Subject to the terms and conditions of this SLA, American Cloud will provide to Customer an SLA Credit of 5% of the Fees for the affected Service for each entire 30 minutes of Downtime in a calendar month.

For the purpose of calculating Downtime, all times will be rounded, as appropriate, up or down to the nearest full minute (i.e., for portions of minutes less than thirty seconds, the minute measurement will be rounded down, and for portions of minutes greater than thirty seconds, the minute measurement will be rounded up).

Uptime is calculated by dividing the number of minutes of network and power related Downtime, as calculated above, and dividing into it the total number of minutes in the calendar month and then subtracting the product from 100%.

General Terms Applicable to This SLA

Requesting and Receiving SLA Credits

American Cloud will have no obligation to issue any SLA Credit unless requested to do so by Customer in accordance with the terms and conditions of this SLA. Customer must submit all requests for SLA Credit by sending an email message to contact@americancloud.com. Each e-mail request must include, as applicable, the service, product and domain affected in the "Subject" line, and the body of the email must contain a written itemized description of the issue, the affected Service(s), and date and time (with time zone) of the incident. This itemization must be in sufficient detail for American Cloud to identify the issue and must be received by American Cloud within twenty-four (24) hours after the incident. Approved SLA Credits will be applied within two billing cycles after American Cloud's receipt of a valid request.

Limits on SLA Credit

The SLA Credits to Customer in a particular month under this SLA will not exceed the total amount of Fees paid by Customer for such month for the affected Services. To be eligible for any SLA Credits, Customer must not be in default of any provision of the Agreement, including but not limited to the payment of Fees. Additionally, in the event that American Cloud recommends to Customer certain hardware, software or other configurations or technologies in order to meet Customer's then-current specifications, and Customer declines to adopt such recommendation, SLA Credits will not be available for any Downtime that would not have occurred had the recommendation been implemented. Credits are available only toward future payment of Fees and will not be applied to past due balances. SLA Credits will not be applied to any applicable taxes charged to Customer or collected by American Cloud and are Customer's sole and exclusive remedy with respect to any failure by American Cloud to provide the Services. SLA Credit will not be applied to any portion of the Fees allocable to the payment of software licensing or other fees payable by American Cloud to any Third Party, such fees being due from Customer notwithstanding any instance that would give rise to SLA Credit under this SLA.

Affected Services Only

SLA Credits are calculated only for the impacted portion of the Services (e.g., the exact server(s), cloud instances or tickets that experienced the issue). SLA Credits will not be calculated against the Fees for an entire account unless all portions of the Services under that account are impacted.

Additional Documentation and Limitations

American Cloud may require, in its sole discretion, and as a condition for the issuance of SLA Credits, that Customer provide documentation that reasonably supports and demonstrates all actual losses sustained by Customer due to a violation by American Cloud of this SLA. Customer agrees that in the event its actual direct losses do not exceed the value of SLA Credits to which Customer may be entitled under this Agreement, American Cloud may, at its option, provide credit to Customer in the amount of Customer's actual direct losses caused by violation of this SLA.

Eligibility Not Cumulative

Customer's eligibility to receive SLA Credits is not cumulative, but is limited to one SLA Credit per incident. By way of example, if there is more than one cause for an incident of Downtime, Customer will be eligible for only one SLA Credit, corresponding to the length of time of the incident (not two SLA Credits). American Cloud will apply SLA Credits based on the predominant issue with the problem, as determined in American Cloud's reasonable discretion, and will issue the larger of two credits should two equally important issues occur in the same incident.

Minimum Credits

Customer must accrue a minimum amount of $5.00 in SLA Credits before American Cloud will apply such credits. All SLA Credits will be tracked with Customer's account, and American Cloud will apply the SLA Credit when the above-stated minimum is met. No SLA Credits will be applied to any terminated Customer account.

Maximum Credits

Customer's maximum combined SLA Credits for any calendar month for any affected Services shall not exceed the total amount that Customer was charged for those affected Services during the applicable calendar month.

Last updated: Oct 17, 2022.