Service Level Agreement

One Cloud Services, LLC d/b/a Liberty Center One (“Company”) is committed to providing its clients with superior service and support. This Service Level Agreement (“SLA”) defines the terms of Company’s service responsibilities with respect to Cloud Services and Colocation Services, and any potential remedies Client may be entitled to in the event Company fails to meet those responsibilities. This SLA and the Service Credits set forth herein represent Company’s sole obligation and Client’s sole and exclusive remedy for any such failure.

This SLA is published at https://www.libertycenterone.com and incorporated into the Master Services Agreement between Company and Client (the “Agreement”). Company reserves the right to modify this SLA at any time upon providing thirty (30) days’ advance written notice to the Client. If within 60 days of receipt of such SLA change notice (“Notice Period”), Client determines, in Client’s reasonable discretion, that the proposed change has a material effect on Client’s business or operations, Client will provide written notice to Company within the Notice Period, sufficiently detailing such material impact. Upon Company’s receipt of such notice, the Parties will negotiate, in good faith, an appropriate SLA accommodation. To be effective, any agreed upon SLA accommodation shall be in writing and signed by an authorized representative of each Party. If the Parties cannot agree upon a mutually acceptable SLA accommodation, within 90 days of Company’s receipt of Client’s written SLA notice, then Client may, upon 90 days’ advanced written notice to Company, cancel the Service component(s) for which Company is amending the SLA.

DEFINITIONS

For purposes of this SLA, the following terms have the meanings set forth below. Capitalized terms used but not defined herein have the meanings given in the Agreement.

“Cloud Services” means the virtualized compute, storage, and network services provided by Company to Client from Company’s data center, including without limitation virtual servers (guests), the hypervisor hosts on which those guests run, the associated storage and network fabric, and the Cloud Management Portal.

“Cloud Management Portal” means the web-based control panel provided by Company that allows Client to view, start, stop, and administer its Cloud Services.

“Colocation Services” means the provision of data center space, power, cooling, physical security, and network connectivity for Client-owned equipment housed in Company’s facility.

“Critical Infrastructure” means the power and HVAC infrastructure supporting the data center, including UPS, PDU, and cabling. Critical Infrastructure does not include any software or services running on a server, nor any server hardware.

“Notice Period” means the 60-day period immediately following Company’s notification of an SLA modification in which Client can notify Company of a material impact or effect on their business.

“MRC” means the monthly recurring charge invoiced to Client for the specific Service or Service component that experienced an SLA violation, exclusive of one-time fees, professional services charges, hardware purchases, taxes, and other non-recurring charges.

1. CLOUD SERVICESSection 1 sets forth the service commitments applicable to Cloud Services. The commitments in this section do not apply to Colocation Services. Capitalized terms used without definition have the meanings given in the Definitions section above or in the Agreement.
   
   1. Network Performance Company’s goal is to achieve 100% network availability for Cloud Services. Company guarantees network availability of 99.99%, as measured by Company over the number of days in the month, subject to the limitations set forth in Section 1.5. Company will provide access to monthly performance reports upon Client request.
   2. Cloud Services Platform Company guarantees that the Cloud Services platform — meaning the hypervisor hosts, the virtualization layer, and the storage and network fabric on which Client’s virtual servers run — will be available 99.99% of the time in a given month, excluding scheduled maintenance. Platform unavailability is measured from the time a verified platform incident is reported to Company, or is identified by Company’s monitoring systems, to the time Client’s virtual server is capable of being powered on to a healthy host.
      

      This commitment does not cover the guest operating system running on Client’s virtual server, any applications or services installed or configured by Client, any software or services running on the server, or any condition caused by Client’s acts or omissions.

   3. Cloud Management Portal Company guarantees that the Cloud Management Portal will be available 99.9% of the time in a given month, excluding scheduled maintenance. Management Portal unavailability is measured from the time Client is unable to log in to or use the core functions of the Portal until the time those functions are restored. The underlying operation of Client’s Cloud Services is not dependent on the availability of the Management Portal, and Portal unavailability alone does not constitute an outage of Cloud Services for purposes of Sections 1.1 through 1.3.
   4. Data Backup
      
      1. Backup Service Company may include a managed data backup service with Cloud Services as indicated on Client’s Executed Order. The specific backup frequency, retention period, and recovery configuration applicable to Client’s environment, if any, shall be as set forth in Client’s Executed Order or as otherwise agreed in writing.
      2. No Warranty as to Backup Outcomes Where Company provides a backup service, such service is provided on an “as is” and “as available” basis. Company does not warrant that any particular backup job will complete successfully, that any specific backup will be available for restoration, that any restoration will recover data without error, or that any recovery point objective (“RPO”) or recovery time objective (“RTO”) referenced in Company’s marketing or technical materials will be achieved. Any RPO or RTO referenced in connection with backup constitutes a target, not a commitment, and the backup service is not subject to Service Credits under Section 5.
      3. Client Responsibilities Notwithstanding Company’s provision of backup as described above, Client is responsible for: (i) confirming that the included backup configuration is sufficient for Client’s data protection requirements; (ii) periodically verifying via the Cloud Management Portal or Company-provided reporting that backups are completing successfully; (iii) testing restoration procedures from time to time to confirm recoverability of Client’s data; and (iv) maintaining independent, off-site backups of any data the loss of which would result in material harm to Client.
      4. Limitation of Liability In no event shall Company be liable for any loss of, corruption of, or inability to access any data residing on a server managed through Company’s Cloud Services, regardless of whether such data was the subject of a backup job, nor for any damages resulting therefrom, including loss of profits or any incidental, special, consequential, or punitive damages, even if Company has been advised of the possibility of such damages. The provisions of this Section 1.4 constitute Client’s sole and exclusive remedy with respect to data backup.
   5. Limitations on Cloud Services SLA In addition to the general exclusions set forth in Section 4 (Restrictions), the commitments in this Section 1 do not cover (without limitation):
      • Failures caused by factors outside the reasonable control of Company, including, without limitation, Internet access or related problems beyond the Company network demarcation point) and outages elsewhere on the Internet that hinder access to Client’s account, including browser or DNS caching that may make services appear inaccessible when others can still access them;
      • Failures or unavailability caused by denial-of-service attacks, viruses, hacker activity, or other malicious activity targeted against Client;
      • Failures resulting from or caused by the actions or inactions of Client, its agents, or vendors, including, without limitation Client’s use of unsupported hardware or software, or failure to upgrade to or permit an upgrade to supported software;
      • Failures caused by or resulting from equipment, software, or other infrastructure that is (i) managed by Client, a Client vendor (other than Company), or a third party, (ii) outside the direct control of Company, or (iii) developed by a third party (such as operating systems, hypervisors, network operating systems, backup software, and other third-party products), even if managed or monitored by Company.

      Company guarantees only those areas under its direct control: Company server links to the Internet, Company’s routers, Company’s hypervisor hosts, Company’s storage and network fabric, Company’s Critical Infrastructure, and the Cloud Management Portal.

2. COLOCATION SERVICESSection 2 sets forth the service commitments applicable to Colocation Services. The commitments in section do not apply to Cloud Services. Capitalized terms used without definition have the meanings given in the Definitions section above or in the Agreement.
   
   1. Network Performance Company may provide Client with Internet connectivity through its blended IP bandwidth network as indicated on Client’s Executed Order. Network availability is a measure of the relative amount of time during which the service is available for use. The availability objective for Colocation Services is to provide network performance levels of 99.99% over a monthly billing period, subject to the limitations set forth in Section 2.4. Scheduled maintenance periods are not considered for overall measurement of standards of performance. Company will provide access to monthly performance reports upon Client request.
   2. HVAC Cooling provided to the data room will be sufficient to maintain Client’s equipment. Cooling will be available to Client’s space 100% of the time in each month, excluding scheduled maintenance.
   3. Power and Infrastructure, Including UPS Systems
      
      1. Single, Non-Redundant Power Circuits If single, non-redundant power circuit(s) are supplied to Client’s environment, the maximum capacity of the circuit(s) provided will be available 99% of the time in each month, excluding scheduled maintenance. Critical systems downtime is considered to exist when Client’s server is shut down due to the lack of power on the circuit(s) provided and a notice has been given to Company. Critical system downtime is measured from the time the incident is reported to Company regarding server downtime to the time the problem is resolved, and power is restored to the circuit.
      2. Paired A and B Redundant Power Circuits If paired A and B power circuits are supplied to Client’s environment, the usage of these paired circuits shall not exceed the rated maximum capacity of a single circuit. Client will take all means necessary to ensure that all equipment in its infrastructure is appropriately designed to be supplied by both the A and B side power circuits. The maximum capacity of each paired circuit will be available 100% of the time in each month, excluding scheduled maintenance. Critical systems downtime is considered to exist when Client’s server is shut down due to the lack of power on both the A and B side circuits and a notice has been given to Company. Critical system downtime is measured from the time the incident is reported to Company regarding server downtime to the time the problem is resolved, and power is restored to either circuit.

      Should downtime occur under this Section 2.3, Company will credit Client’s account as outlined in Section 5 (Credits) below.

   4. Limitations on Colocation Services SLA In addition to the general exclusions set forth in Section 4 (Restrictions), the commitments in this Section 2 do not cover (without limitation):
      • Network performance to Client’s physical location or Internet access point outside of Company’s network (such as a local DSL or cable modem);
      • Failures caused by factors outside the reasonable control of Company, including, without limitation, Internet access or related problems beyond the Company network demarcation point (such as denial-of-service attacks) and outages elsewhere on the Internet that hinder access to Client’s equipment, including browser or DNS caching that may make services appear inaccessible when others can still access them;
      • Failures resulting from or caused by the actions or inactions of Client, its agents, or vendors, including, without limitation Client’s use of unsupported hardware or software, or failure to upgrade to or permit an upgrade to supported software;
      • Failures caused by or resulting from equipment, software, or other infrastructure that is (i) managed by Client, a Client vendor (other than Company), or a third party, (ii) outside the direct control of Company, or (iii) developed by a third party (such as operating systems, hypervisors, network operating systems, backup software, and other third-party products), even if managed or monitored by Company;
      • A failure of either the A side power circuit alone or the B side power circuit alone (where paired circuits are supplied);
      • Overloaded or blown circuits due to overloading by Client;
      • Power supplies of Client’s servers or other Client-owned equipment; and
      • Company equipment failure due to Client abuse.
3. SUPPORT RESPONSEThe support provisions in this Section 3 apply to both Cloud Services and Colocation Services.
   
   1. Priority Levels and Response Goals Support tickets are assigned a priority level based on the Client Impact criteria below. Initial Response and Resolution Goal times are measured from Company’s receipt of the support request and are targets, not service commitments subject to Service Credits under Section 5.
      

      Priority	Description	Client Impact	Initial Response	Resolution Goal
      P1	Emergency Response	Critical production outage or loss of service; significant business impact; security compromise; server not pingable; data-center event affecting Client environment.	15 minutes	Within 2 hours
      P2	Quick Response	Service degradation, partial functionality loss, or intermittent issue; moderate business impact; performance below normal but service is still functioning; workaround may be available.	1 hour	Within 4 hours
      P3	Normal Response	Routine request, low-impact incident, or informational matter; minimal or no business impact; DNS or configuration changes; non-urgent administrative tasks.	Within 4 hours	Within 24 hours or as scheduled

   2. Support Channels and Availability
      • Emergency (P1) support is available 24 hours a day, 365 days a year via support@libertycenterone.com or (248) 582-1600.
      • P2 and P3 support requests are accepted at any time and are typically handled during business hours (8:00 AM – 6:00 PM EST).
      • Priority assignment is initially proposed by Client at the time of submission and confirmed by Company based on the actual Client Impact criteria above. Company may reclassify a ticket if the reported impact does not align with the assigned priority.
4. RESTRICTIONSClient shall not receive any credits under this SLA in connection with any failure or deficiency of service availability caused by or associated with:
   • Circumstances beyond Company’s reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of 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 this SLA, or for any other causes beyond the control of Company whether or not similar to those enumerated;
   • Failure of bandwidth providers to the Company network, unless such failure is caused solely by Company;
   • Scheduled maintenance and emergency maintenance and upgrades;
   • DNS issues outside the direct control of Company, including DNS (Domain Name Server) propagation;
   • Issues with email or webmail delivery, transmission, or client access (including POP, IMAP, or SMTP), or with FTP client access;
   • False SLA breaches reported as a result of outages or errors of any Company measurement system; and
   • Client’s acts or omissions (or acts or omissions of others engaged or authorized by Client), including any matters set forth in Sections 1.6 and 2.4, custom scripting or coding, negligence, willful misconduct, and use of the Services in breach of the Acceptable Use Policy.
5. CREDITSIn the event Company fails to meet a guarantee stated in Section 1 or Section 2 (excluding scheduled maintenance and the restrictions set forth in Section 4), Company shall offer the following Service Credits to eligible Clients:
   

   Monthly Uptime	Cloud Services Credit	Colocation Services Credit
   95% to 99.99%	10% of MRC	10% of MRC
   90% to 94.9%	20% of MRC	20% of MRC
   89.9% or below	50% of MRC	50% of MRC

   Credit triggers by service and commitment:

   • Cloud Services — Network (Section 1.1): credits trigger when monthly uptime falls below 99.99%.
   • Cloud Services — Cloud Services Platform (Section 1.2): credits trigger when monthly uptime falls below 99.99%.
   • Cloud Services — Cloud Management Portal (Section 1.3): credits trigger when monthly uptime falls below 99.9%.
   • Colocation Services — Network (Section 2.1): credits trigger when monthly uptime falls below 99.99%.
   • Colocation Services — HVAC (Section 2.2): credits trigger when monthly availability falls below 100%.
   • Colocation Services — Single, non-redundant power (Section 2.3.1): credits trigger when monthly power availability falls below 99%.
   • Colocation Services — Paired A and B redundant power (Section 2.3.2): credits trigger when monthly availability of each paired circuit falls below 99.99%.

   Service Credits are calculated solely with respect to the MRC of the Service or Service component that experienced an SLA violation in the applicable month. Service Credits shall not be calculated against Client’s total monthly invoice, the MRC of any other Service Client purchases, one-time fees, professional services fees, hardware purchases, taxes, or any other non-recurring charges. By way of illustration, if Client subscribes to both Cloud Services and Colocation Services, and only the Cloud Services experience a Section 1.1 network availability shortfall in a given month, the resulting Service Credit shall be calculated based solely on the MRC of the affected Cloud Services for that month, and not on the MRC of any Colocation Services or any other Services.

   Notwithstanding anything to the contrary herein, the total amount credited to Client in any particular month under this SLA shall not exceed the MRC of the affected Service for that month. All Service Credits will be issued as credits against future invoices for Services. Credits are exclusive of any applicable taxes and are Client’s sole and exclusive remedy for failure to meet the service responsibilities set forth herein.

6. CREDIT REQUESTSIn order to qualify for Service Credits, Client must be current on all payment obligations and not be in violation of the Agreement, the Acceptable Use Policy, or any other applicable Company policy.No Service Credits will be given for service interruptions: (i) caused by the action or failure to act by Client or Client’s personnel; (ii) due to failure of any equipment or software provided by Client; (iii) which are the result of scheduled maintenance; (iv) due to a Force Majeure event; (v) for which Client is entitled to a Service Credit for the same or a contemporaneous service commitment failure; or (vi) resulting from Client’s breach of the Agreement, the Acceptable Use Policy, or any other applicable Company policy.All claims under this SLA must be submitted as follows:
   • Requests must be submitted in writing by email to billing@libertycenterone.com within seven (7) calendar days after the outage event;
   • Include applicable server, rack and/or circuit identification code;
   • Include Client organization name and contact name; and
   • Include the date and approximate beginning and end time of the outage.

   All claims submitted shall be acknowledged by Company within five (5) business days. If the unavailability is confirmed by Company, all applicable Service Credits will be applied within sixty (60) days of Company’s receipt of the confirmed claim.

7. TERMS OF SERVICETerms defined in the Agreement will have the same meaning when used in this SLA. In the event of any conflict between this SLA and the Agreement, the Agreement will govern. Company retains sole discretionary power when determining if the SLA has not been met.