Vedivi Service Level Agreement for Cloud Servers

Vedivi Service Level Agreement #

This Vedivi Limited Service Level Agreement (“SLA”) is a policy governing the use of MyQuickCloud with a cloud server option under the terms of the Vedivi Limited Terms & Conditions (the “Vedivi Agreement”) between Vedivi Limited (“Vedivi”, “us” or “we”) and users of MyQuickCloud with a cloud server option (“you”). This SLA applies separately to each account using the cloud server option. Unless otherwise provided herein, this SLA is subject to the terms of the Vedivi Agreement and capitalized terms will have the meaning specified in the Vedivi Agreement. We reserve the right to change or update the terms of this SLA from time to time.

This Agreement is entered into by and between you as the principal administrator of your account (hereinafter “Client”) and Vedivi Limited (hereinafter “Vedivi”) as of the date the agreement was accepted; which is the date of accepting the Vedivi Limited or MyQuickCloud Terms & Conditions online by Client.

Recitals #

A. Whereas Vedivi, maintains or has access to equipment, computer hardware, computer software, and further has a connection to the Internet, and is in the business of application hosting for said Client, via the World Wide Web service of the internet; and

B. Whereas, Client wishes to obtain the services of Vedivi as herein provided on the conditions and based on the limitations herein stated;

Now, therefore, in consideration of the covenants and conditions provided in this Agreement and the Vedivi or MyQuickCloud Terms & Conditions available online, Vedivi and Client hereby agree as follows:

Agreement #

1. Service Provided By Vedivi #

1. Vedivi shall enable the Client to access, maintain, and run their applications and application data in the Client’s Software application format, on Managed Cloud Server(s) provided by Vedivi (hereinafter referred to as “Hosting Services”).
2. Vedivi shall also provide Information Technology support (hereinafter referred to as “IT Support”), which can be accessed by email or instant message (live chat) between the business hours posted on our website. Additionally, Email Support will be available during non-business hours. Vedivi will make the best effort to reply to these emails.
3. It is expressly agreed for purposes of establishing the frequency of Hosting Services that the Client understands the frequency period for hosting is monthly.
4. Vedivi does not provide any equipment or system for the Client to connect to the Internet. Client is responsible for its computers, operating systems and connection devices (hereinafter referred to as “Client’s Equipment”) necessary for connecting to the Internet through which the Client can access the Hosting Services provided by Vedivi. The Client is also responsible for all IT Support involving the Client’s equipment.
5. Vedivi shall have the right, but not the obligation to upgrade its hardware, software and services provided to the Client.
6. Vedivi shall have the right without any limitation, but no obligation, to transmit any information, letter, memorandum, documentation or advertisement, or any data to the Client.
7. Vedivi shall also provide daily backup of the Client data stored for a period of thirty (30) days rolling. Vedivi will locate and restore the Client data within a period of 48 hours.
8. Vedivi provides service for at least 99.95% Network Availability. Network Availability is defined as the ability to pass incoming and outgoing TCP/IP traffic through the Company’s managed servers network to/from the IP transit provider (Internet backbone).
9. Servers unavailability resulting from loss of Network Availability is excluded from servers availability calculations if the Network Availability loss is caused by any factor(s) beyond Vedivi’s control, including but not limited to such factors as IP transit provider (backbone) or end user’s portion of the network (commonly known as “last mile”) failure, denial of service or similar attacks directed at Vedivi’s cloud servers or Vedivi’s network.
10. Vedivi will exercise industry standard practices to ensure that preinstalled software is correctly configured. In case there is more than one way to configure the software, Vedivi will choose the configuration it determines, in its sole discretion, to be the most appropriate.
11. Vedivi will install security patches, updates, and service packs as soon as practical. Software updates may change system behavior and functionality and as such may negatively affect applications. Vedivi cannot foresee nor can it be held responsible for service disruption or changes in functionality or performance due to implementation of software patches and upgrades. If such disruption or changes occur, Vedivi will provide its best efforts to remedy the situation as soon as possible after being notified of the problem by the Client.
12. Vedivi may be required by its software licensors to upgrade to the latest versions of the software. Licensor-required upgrades will be performed on a fee for service basis and upon reasonable notice to Customer. Software upgrades on Vedivi’s servers will occur at Vedivi’s discretion upon reasonable notice to the Client.
13. Vedivi is not responsible for problems that may arise from incompatibilities between new versions of the software and content, regardless of whether it was a requested, required or a discretionary upgrade. Nevertheless, Vedivi will provide its best efforts to help the Client to find a workaround solution.
14. Vedivi will be responsible for maintaining current licenses with its server operating system software vendors. These vendors include but are not limited to Microsoft SPLA.

2. Hosting Services Availability #

Vedivi will use commercially reasonable efforts to provide the Hosting services. However, Hosting Services, including software, operating systems, applications, and data may not be available during maintenance and other periods. From time to time Hosting services may be inaccessible or inoperable for any reason, including: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that Vedivi may undertake; or (iii) causes beyond Vedivi’s control or that are not reasonably foreseeable by Vedivi.

1. 99.95% HOSTING SERVICES UPTIME
2. Uptime Guarantee
3. Vedivi guarantees 99.95% availability of its provided Hosting Services, excluding maintenance periods.
4. Downtime. Downtime exists when all users for the Client are unable to access the Hosted Cloud Server and is measured from the time the Client opens a support ticket with Vedivi until the access to the hosted cloud server is available to at least one User for the Client.
5. Credits. Five percent (5%) of the monthly server charge for each sixty (60) minutes of downtime for an affected Host Server (up to a maximum of one- hundred percent (100%) of the monthly charge for the server).

3. Scheduled Maintenance #

1. Accessibility of the Host interface. During Scheduled Maintenance, the Host server might be available, but the Client might not be able to access it.
2. Normal scheduled maintenance (“Normal Maintenance Window”) occurs at least one (1) weekend each month
3. The Normal Maintenance Window is subject to change at Vedivi’s sole discretion, but usually happens during week-ends between 6pm and 6am EST (if the Client has users in multiple time zones, the local time zone will that of the server’s operating system).
4. Infrastructure Maintenance. Includes all Vedivi components and the managed cloud server(s). During Infrastructure Maintenance, the managed cloud server and other Services may not be available.
5. Scheduled maintenance does not count as downtime and is not included in the calculation of the uptime guarantees.
6. If Vedivi intends to perform scheduled maintenance outside of the Normal Maintenance Window or Quarterly Maintenance Window, Vedivi will make best efforts to notify the Client with at least twenty-four (24) hours notice.

4. Emergency Maintenance #

1. Vedivi has the right to perform emergency maintenance if there is an immediate, material threat to the Vedivi servers or the Hosting services or if Vedivi feels that not making the emergency maintenance will make the service(s) unstable.
2. Vedivi will attempt to notify User by email prior to emergency maintenance, but notice depends upon the severity and critical nature of the emergency maintenance.
3. Emergency maintenance does not count as downtime and is not included in the uptime guarantee calculations.

Downtime Exclusions #

The unavailability of Hosting services due to the following will not be considered to be downtime (nor will credits be issued):

1. Client’s and its users applications and content, and errors from Client’s or its users own custom scripting or coding.
2. Client’s or its user’s configuration(s) outside of the Hosting services infrastructure that affects Host services.
3. Client’s or its users’ acts or omissions.
4. Force majeure.
5. Services provided by a third party outside of Vedivi’s control.
6. Maintenance.
7. Downtime to install/update/upgrade services upon the Client’s or its users’ requests.
8. Internet access or traffic exchange points external to Vedivi, including without Client’s or its users’ Internet connectivity, limitation Network Access Points (“NAPs”), Metropolitan Area Exchanges (“MAEs”), and Internet networks controlled by others.
9. Suspension of Host services (e.g. User doesn’t pay charges for Hosting services).

Credit Requests and Limitations #

1. To receive a credit, the Client must have opened a support ticket for the problem, and the Client must contact Vedivi via the email support @ myquickcloud . com (remove spaces in the previous email) or within thirty (30) days of the outage or failure and request a credit.
2. Multiple credits will not be paid for different types of outages occurring at the same time (no overlapping credits).
3. There is an overall cap on credits in a month. Credit in a month for a service cannot exceed one-hundred percent (50%) of the charges for the service for a month.
4. SUPPORT TICKETS. A member of our Client Services team will be available to assist you with problems and questions regarding the hosting services.
5. The Client may open a support ticket using one of the following methods during business hours (refer to our website, myquickcloud.com, support page for the latest business hours), usually between 6am and 6pm EST. During business hours, Vedivi response time is 4 hours.
6. Chat. The Client can open a chat or leave a message from the myquickcloud.com website.
7. Email. support @ myquickcloud .com (remove spaces in the previous email)
8. The Client may open a support ticket using one of the following methods outside business hours (outside business hours, Vedivi response time is 8 hours during week days, Mon-Fri, and 48 hours during week-ends, Sat-Sun, or official holidays)
9. Email. support @ myquickcloud .com (remove spaces in the previous email)

Vedivi Will Only Pay Credits For Downtime Or Outages #

The credits listed above are Vedivi’s only liability, no matter what type of claim, for the Hosting Services downtime or outages. Vedivi is not liable for any damages (direct, consequential, incidental, lost business, etc.) the Client claims to have suffered because of the Host Services downtime or outages, including, but not limited to, the unavailability of software, operating systems, applications, and data. The credits set forth herein this Exhibit are the Client’s sole and exclusive remedy for Vedivi’s inability to achieve the SLAs set forth herein.

1. Data Ownership
2. Software and licenses provided by Vedivi for use by the Client are the sole property of Vedivi or its partners.
3. Software and licenses owned by the Client are the sole property of the client. The Client data, migrated data, emails and all other intellectual property not provided by Vedivi are the sole property of the Client.
4. Vedivi explicitly agrees that it has no ownership or security interest in client data.

Data Retention #

1. Data backups are stored for a period of 30 days rolling unless otherwise specified by email to said Client.
2. Offsite data backups are stored for a period of 30 days rolling unless otherwise specified by email to said Clients.
3. In the event of a Client cancellation, the Client will be required to move all its data from the managed cloud server(s) before the end of the paid for period or within 48H of the client’s cancellation request, whichever is earlier.
4. After 7 days following the account expiry date, all data including any and all backups are wiped out and Vedivi will no longer have access. The Client can still request data retrieval after the account expiry date and before the data is deleted providing a fee.

3rd Party Data Access Requests #

Vedivi agrees to notify client requests to produce data to any third party due to legal requirement and will provide the Client with the ability to respond to data request prior to Vedivi producing the requested data.