Skytap Service Level Agreement

Skytap Service Level Agreement

Revised and effective as of December 16, 2024

Introduction

This Skytap Service Level Agreement (“SLA”) is a policy governing the use of the Skytap Service (the “Service”) between Kyndryl (“Kyndryl,” “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.

Service Commitment

The Covered Service will provide a Monthly Uptime Percentage to Customer of at least 99.95% (the “Service Level Objective” or “SLO”). If Kyndryl does not meet the SLO, and if Customer meets its obligations under this SLA, Customer will be eligible to receive the Financial Credits described below. This SLA states Customer’s sole and exclusive remedy for any failure by Kyndryl to meet the SLO. Capitalized terms used in this SLA, but not defined here, have the meaning set forth in the Agreement.

Definitions

The following definitions apply to the SLA:

• “Covered Service” means VMs hosted as part of Skytap service.
• “External connectivity” means points of access in or out of a Skytap data center, including internet, direct connect or any other future access service that Skytap may offer. This does not include connectivity established using Skytap’s VPN capabilities or access of VM desktops from a browser (using Skytap Remote Access client or similar).
• “Downtime” means, for VMs, loss of external connectivity or persistent disk access for all running VMs in a region and the inability to launch or start new VMs.
• “Downtime Period” means a period of consecutive minutes of Downtime, with a one whole minute minimum. Partial minutes or Intermittent Downtime for a period of less than one minute will not be counted towards any Downtime Periods.
• “Monthly Uptime Percentage” means total number of minutes in a month, minus the number of minutes of Downtime suffered from all Downtime Periods in a month, divided by the total number of minutes in a month.
• “Financial Credit” means credits to be applied to future Customer invoices as follows:
  • Monthly Uptime percentage: 99.00% to < 99.95% ——> 10% of monthly bill of the affected region for the respective Covered Service that does not meet SLO
  • Monthly Uptime percentage: < 99.00% —->20% of monthly bill of the affected region for the respective Covered Service that does not meet SLO

Customer Must Request Financial Credit

In order for Kyndryl to consider a claim, Customer’s Primary Administrator must submit the claim to DG-SkytapSLA@kyndryl.com within one month of the end of the billing month in which the incident occurs that is the subject of the claim. 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 the Skytap service support team for the incident. The request must also include all other information necessary for Kyndryl 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 Customer’s attempts to resolve the incident at the time of occurrence. Kyndryl will evaluate all information reasonably available to it and make a good faith determination of whether a Service Credit is owed. Kyndryl will use commercially reasonable efforts to process claims during the subsequent month and within forty-five (45) days of receipt. Customer must be in compliance with all applicable terms and conditions of its subscription in order to be eligible for a Service Credit. If Kyndryl determines that a Service Credit is owed to Customer, the Service Credit will be applied to Customer’s current or future subscription fees. Customer agrees to pay all invoices in full while claims are being reviewed.

Financial Credits will be made in the form of a monetary credit applied to future use of the Service and will be applied within sixty (60) days after the Financial Credit was requested. Financial Credits are not refundable in cash. Financial Credits are Customer’s sole and exclusive remedy for any performance or availability issues for failure to fulfill the SLO. Customer may not unilaterally offset subscription fees for any performance or availability issues. Customer must be directly impacted by the failure to fulfill the SLO in order to receive Financial Credits. A Financial 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.

SLA Exclusions

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

• Due to factors outside Kyndryl’s reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to Skytap’s data centers, including at Customer’s site or between Customer’s site and Skytap’s data center);
• That result from the use of services, hardware or software not provided by Kyndryl, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services;
• Caused by Customer’s use of the Service after being advised by Kyndryl to modify use of the Service, if Customer did not modify use as advised;
• During or with respect to preview, pre-release, beta or trial versions of the Service, feature or software;
• That result from Customer’s unauthorized action or lack of action when required, or from Customer’s employees, agents, contractors, or vendors, or anyone gaining access to Skytap’s network by means of Customer’s passwords or equipment, or otherwise resulting from Customer’s failure to follow appropriate security practices;
• That result from Customer’s failure to adhere to any required configurations, use supported platforms, follow Skytap’s Acceptable Use Policy, or Customer’s 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 Kyndryl’s 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 Skytap VM;
• That result from Customer’s attempts to perform operations that exceed prescribed quotas or that resulted from Kyndryl’s throttling of suspected abusive behavior;
• Resulting from Customer’s use of unsupported or retired features; or
• For subscriptions or licenses reserved, but not paid for, at the time of the incident.