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Service Level Agreement

Date Posted:  February 26, 2019

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This Backbook Service Level Agreement (“SLA”) between Lundberg Webb, LLC (“LWLLC”, “us” or “we”) and users of the Backbook Services (“you”) governs the use of the Backbook Services (“Services”) under the provisions of the Backbook Cloud Subscription Agreement.

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Unless otherwise provided herein, this SLA is subject to the provisions of the Backbook Cloud Subscription Agreement.

 

1. Backbook Service Commitment: 99.8% Uptime

 

LWLLC will use commercially reasonable efforts to make Backbook Services available with a Monthly Uptime Percentage of at least 99.8% during any month (the “Service Commitment”). Subject to the SLA Exclusions, if we do not meet the Service Commitment, you will be eligible to receive a Service Credit.

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2. Definitions

 

“Maintenance” means scheduled Unavailability of the Backbook Services, as announced by us prior to the Backbook Services becoming Unavailable.  We will use commercially reasonable efforts to schedule Maintenance for weekends or other off-peak hours.

 

“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Backbook Services were Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.

 

“Service Credit” means a credit denominated in US dollars, calculated as set forth below, that we may credit back to an eligible account per the terms of the Backbook Cloud Services Agreement.

 

“Unavailable” and “Unavailability” mean, for cloud services, when the Backbook Service is not running or not reachable due to LWLLC’s fault.  You are responsible for procuring and maintaining the network connections that connect You to the Backbook Service. Your access to and use of the Backbook Service may require You to use or maintain specific browser software and other procedures that supports protocols used by the Service.  

 

3. Service Commitments and Service Credits

 

Service Credits are calculated as a percentage of the monthly Subscription Fee in which the Unavailability occurred, applied proportionally to the Services that were Unavailable, in accordance with the schedule below:

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• For Monthly Uptime Percentage less than 99.8% but equal to or greater than 99.0%, you will be eligible for a Service Credit of 10% of the charges attributable to the affected resources

• For Monthly Uptime Percentage less than 99.0%, you will be eligible for a Service Credit of 30% of the charges attributable to the affected resources

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For example, if the Backbook Services are Unavailable for 120 minutes, you would be eligible for a Service Credit for 10% for the month.

 

We will apply any Service Credits only against future payments for Subscription Fees otherwise due from you. Service Credits will not entitle you to any refund or other payment from Backbook. Service Credits may not be transferred or applied to any other account.

 

4. Sole Remedy

 

Unless otherwise provided in the Backbook Cloud Services Agreement, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

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5. SLA Exclusions

 

The Service Commitment does not apply to any Unavailability:

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1. That results from a suspension or termination of User’s access, as described in the Term and Termination section of the Backbook Cloud Services Agreement;

2. Caused by factors outside of our reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the Backbook network;

3. That results from any actions or inactions of you or any third party, including without limitation distributed denial of service attacks;

4. That results from the equipment, software or other technology of you or any third party (other than third party equipment within our direct control);

5. That results from features identified as “beta” or “pre-release”, or words or phrases with similar meanings, (each a “Beta Product”).  Beta Products may not be ready for prime time so they are made available “as is,” and any warranties or  contractual commitments we make for other Services do not apply;

6. That results from failures of Backbook Services caused by your data not attributable to Unavailability; or

7. That results from any Maintenance.

 

If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.

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