As a condition to providing Services pursuant to a Master Agreement (Agreement), NewCloud Networks (NCN) standard Service Level Agreement (SLA) is described herein.  This SLA is subject to and incorporated into a Master Agreement that has been executed between NCN and Customer.  Customer specific implementation details are to be addressed in each Statement of Work.

  1. Subject to the terms and conditions of Agreement, NCN shall provide service levels based on the following definitions.
    • Monthly Fees: Means the fees for Services for the monthly billing period in which the failure occurred.
    • Scheduled Maintenance: Means any planned maintenance communicated to Customer at least ten (10) business days in advance.
    • Network Boundary: Means the portion of the NCN network extending from the network egress point of Services Host to the outbound port of the data center border router.
    • Infrastructure Boundary: Means the portion of NCN data center HVAC, power and cloud services hosts including compute, storage, and hypervisor.
    • Proactive Monitoring: Means NCN will proactively monitor systems 24/7/365.  The NCN Network Operations Center (NOC) is staffed and/or on-call 24/7/365.

 

  1. SERVICE AVAILABILITY. Subject to the terms and conditions of this Agreement, NCN shall provide Customer with 99.99% uptime for subscribed Services.  Availability is expressed as a percentage of uptime in a given period excluding Scheduled Maintenance.  As part of NCN Governance and Change Management Policy, Customer will be provided advanced notice of Scheduled Maintenance.  Table 1 outlines the industry standard availability definitions and associated downtime with a 99.99% availability target.

 

Availability %Downtime / YearDowntime / Month
99.99% (“four nines”)52.56 minutes4.38 minutes

Table 1 Availability Table

 

  1. IT SECURITY COMPLIANCE. NCN is fully committed to protecting Customer privacy and making sure data secure.  NCN is an SOC 2, Type 1 AICPA Trust Service Principles (TSP) Section 100 Criteria, Payment Card Industry Data Security Standards (PCI-DSS), and Health Insurance Portability and Accountability Act (HIPAA) compliant organization.  To achieve this, we have a comprehensive set of industry leading technical and organizational controls in place to assure high level for security and compliance within the NCN operating environment.  NCN is neither responsible nor liable for Customer managed sensitive data retention and processing.  NCN does not intentionally degrade network performance or block content for any reason unless specifically contracted by Customer to manage front-end IT Security on behalf of Customer as a Managed Security Service Provider.  Customers should take great care to protect their transmittal and dissemination of sensitive data connected to the internet.  NCN is not liable for loss of or improper dissemination of Customer data outside Network and Infrastructure Boundary.  Any transit of data outside of NCN Network and Infrastructure must be safeguarded and protected by the Customer.

 

  1. TECHNICAL ISSUES AND RESPONSE TIMES. NCN will respond to Customer technical issues/problems via its Remote Help Desk in accordance with the issue/problem severity level as outlined in the Table 2 below.

 

Severity CodeCustomer ImpactInitial ResponseResolution Target
Severity 1:  CatastrophicEntire system haltedWithin 1 hoursWithin 3 hours (quarter hour updates)
Severity 2:  UrgentSubset Business ImpactedWithin 2 hoursWithin 6 hours (hourly updates)
Severity 3:  ImportantIndividual ImpactedWithin 4 hoursWithin 48 hours (four-hour updates)
Severity 4:  Non-criticalScheduled/Planned WorkAs scheduledAs scheduled

Table 2 Response Time Targets

 

  1. BILLING PERIOD AND CREDITS. NCN will guarantee service availability of 99.99% of the time in any given monthly billing period, excluding Scheduled Maintenance.  If NCN fails to meet a guarantee stated above, Customer will be eligible for a credit. Credits will be calculated as a percentage of the fees for those Services adversely affected by the failure for the current monthly billing period during which the failure occurred (to be applied at the end of the billing cycle).  Total Downtime is based on a 30-day calendar month, and outage times do not roll into the next month. Table 3 outlines credit service amounts.

 

Availability %Downtime / MonthCredits Towards Service
99.9% – 99.98 4.39 mins – 43.1 mins5%
98% – 99.8%43.2 mins – 36 hours10%
95% – 97.9%14.4 hours – 36 hours25%
90% – 94.9% 36 hours – 72 hours50%
Below 90%more than 72 hours100%

Table 3 Availability Credits Table

 

Customer is not entitled to a credit if in breach of terms outlined in the Agreement, if downtime would not have occurred but for Customer breach of the Agreement, or Customer misuses Services. Additionally, credits will not be applied in outages resulting from denial of service attacks, virus activity, hacking attempts, or similar circumstances outside NCN control.  To receive a credit, Customer must request a credit by email to billing@newcloudnetworks.com within thirty (30) days following the end of the downtime. Customer must show that Customer use of the Services was adversely affected in some way as a result of downtime to be eligible for the credit.  Notwithstanding anything in this Agreement to the contrary, the maximum total credit for the monthly billing period, including all guaranties, shall not exceed 100% of Customer Monthly Fee for the specific service that was down for that billing period. Credits do not carry forward to future billing periods.