Skytap Service Level Agreement

Last updated March 1, 2016

Introduction

This Skytap Service Level Agreement (“SLA”) is a policy governing the use of the Skytap Service (the “Service”) between Skytap (“Skytap”, “us” or “we”) and users (“Customer”, “you”).  This SLA applies separately to each account using the Service, and does not extend to third parties or third party services.

Definitions

“Applicable Monthly Service Fees” means the total fees actually paid by you for the Service that are applied to the month in which a Service Credit is owed.

“Calendar Service Month” means, for a calendar month in which a Service Credit is owed, the number of days that you are a subscriber of the Service.

“Credit Eligible Customer Downtime” is the total Downtime for a Calendar Service Month exceeding 1 hour, outside of Scheduled Downtime, rounded to the nearest hour.

“Downtime” is a period of time when the Service is Unavailable to you.  Downtime does not include Scheduled Downtime. Downtime is limited by the exceptions as described in “Unavailability” below.

“External Connectivity” is bi-directional network traffic over supported protocols such as HTTP and HTTPS that can be sent and received from a public IP address.

“Guest Operating System” is the operating system that is installed in a virtual machine.  For the purposes of this SLA, Guest Operating System specifically references the operating system that is installed on any Skytap Virtual Machine.

“Incident” means any single event, or any set of events, that result in Downtime.

“Installed Software Applications” can be any third party application or installed software that is installed on any Guest Operating System of a Skytap Virtual Machine.

“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of 5 minute periods during a Calendar Service Month in which the Service was Unavailable.  Monthly Uptime Percentage measurements exclude Downtime resulting directly or indirectly from Scheduled Downtime.

“Primary Administrator” is a role applied to one activated administrator user account within each Skytap customer account.  This user is the direct contact for the account with Skytap Support, as well as the main point of contact for the account’s end users.

“Scheduled Downtime” means periods of Downtime related to network, hardware, service maintenance or upgrades.  We will publish notice or notify you at least five (5) days prior to the Scheduled Downtime.

“Service Credit” is a dollar credit, calculated as set forth below, that Skytap may credit back to an eligible Skytap account.  Service Credits are not refundable in cash.

“Skytap Portal” means the Skytap Cloud web interface (cloud.skytap.com), provided by Skytap, through which customers may manage their Service accounts.

“Skytap Virtual Machine” a virtual machine is a software computer that, like a physical computer, runs an operating system and applications.  The virtual machine is comprised of a set of specification and configuration files and is backed by the physical resources of the host.  For the purposes of this SLA, Skytap Virtual Machine specifically references any virtual machine that a Customer may have built or imported into Skytap for the purposes of running the virtual machine in the Service.

“Unavailable” and “Unavailability” mean: When access to the Skytap Service (cloud.skytap.com) or access to or from your Skytap Virtual Machine via supported access methods (i.e., HTML5 Client, SmartClient, SmartRDP, Public IP or Published Service) is not possible due to an internal Skytap technical issue.  Skytap is not responsible for misconfiguration of settings within the Guest Operating System or Installed Software Applications.  Skytap is also not responsible for access or connectivity issues related to Customer’s local network or ISP.

Service Commitment

Skytap will use commercially reasonable efforts to make the Skytap Service available with a Monthly Uptime Percentage of at least 99.9%, in each case during any Calendar Service Month. In the event that your total Downtime in a Calendar Service Month exceeds one (1) hour outside of Scheduled Downtime, you may be eligible to receive a Service Credit towards a portion of your monthly service fees as described below.

Terms

Claims
In order for Skytap to consider a claim, Customer’s Primary Administrator must submit the claim to sla@skytap.com within one month of the end of the billing month in which the Incident that is the subject of the claim occurred  The request must include: (i) the words “SLA Credit Request” in the subject line, (ii) the Customer account name of the account that experienced the Downtime, and (iii) the ticket number opened with our Support team for the Incident.  The request must also include all other information necessary for Skytap to validate the claim, including but not limited to: (a) a detailed description of the Incident; (b) information regarding the time and duration of the Downtime; (c) the number and location(s) of affected users (if applicable);,and (d) descriptions of your attempts to resolve the Incident at the time of occurrence.

We will evaluate all information reasonably available to us and make a good faith determination of whether a Service Credit is owed. We will use commercially reasonable efforts to process claims during the subsequent month and within forty five (45) days of receipt. You must be in compliance with all applicable terms and conditions of your subscription in order to be eligible for a Service Credit. If we determine that a Service Credit is owed to you, we will apply the Service Credit to your current or future Applicable Monthly Service Fees.  Customer agrees to pay all invoices in full while claims are being reviewed.

Service Credits
Service Credits are your sole and exclusive remedy for any performance or availability issues for failure to fulfill the Service Commitment. You may not unilaterally offset your Applicable Monthly Service Fees for any performance or availability issues.  You must be directly impacted by the failure to fulfill the Service Commitment in order to receive Service Credits.  A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account.

Exceptions
This SLA does not apply to any performance or availability issues in the following situations:

  • Due to factors outside our reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centers, including at your site or between your site and our data center);
  • That result from the use of services, hardware, or software not provided by us, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services;
  • Caused by your use of the Service after we advised you to modify your use of the Service, if you did not modify your use as advised;
  • During or with respect to preview, pre-release, beta or trial versions of the Service, feature or software;
  • That result from your unauthorized action or lack of action when required, or from your employees, agents, contractors, or vendors, or anyone gaining access to our network by means of your passwords or equipment, or otherwise resulting from your failure to follow appropriate security practices;
  • That result from your failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or your use of the Service in a manner inconsistent with the features and functionality of the Service (for example, attempts to perform operations that are not supported) or inconsistent with our published guidance;
  • That result from faulty input, instructions, or arguments (for example, requests to access files that do not exist); that result from any content uploaded by Customer or Customer’s end users; that pertain to Guest Operating System settings or Installed Software Applications and/or settings within the Guest Operating System of a Customer’s Skytap Virtual Machine;
  • That result from your attempts to perform operations that exceed prescribed quotas or that resulted from our throttling of suspected abusive behavior;
  • That result from suspension or termination of your account due to violations of applicable terms and conditions;
  • Resulting from your use of unsupported or retired Service features; or
  • For subscriptions or licenses reserved, but not paid for, at the time of the Incident.

Service Credits

Service Credits are calculated as a percentage of the total charges paid by you for the Service in accordance with the schedule below:

Monthly Uptime Percentage


Less than 99.9%

Service Credit Percentage


1% of monthly subscription fee for each hour of Credit Eligible Customer Downtime, up to a maximum of 20% of the monthly subscription fee