Service Level Agreements

Service Level Agreements

The following PDQ Digital Media Service Level Agreement ("SLA") is a policy governing the use of the PDQ Colocation, Bare Metal Servers, Hardware as a Service (“HaaS”), Disaster Recovery as a Service (“DRaaS”), and Cloud Enterprise Services (“CES”) under the terms of the Master Service Agreement (the "MSA") between PDQ Digital Media, LLC., and Clients of PDQ. Each respective SLA applies to a distinct offering provided by PDQ. Unless otherwise provided herein, this SLA is subject to the terms of the MSA and capitalized terms will have the meaning specified in the Agreement. We reserve the right to change the terms of this SLA in accordance with the MSA.

  1. FACILITY LICENSED COLLOCATION
    1. 100% Infrastructure Uptime

PDQ guarantees that datacenter HVAC and power will be functioning 100% of the time in a given month, excluding scheduled maintenance. Power includes all distribution infrastructures up to and including the outlet in the Client area. Infrastructure downtime exists when a particular piece of system critical equipment is shut down due to power, heat, or humidity issues.

    1. Monitoring

Client must monitor services and events as agreed upon by Client and PDQ. If Client identifies a failure event they are required to provide an e-mail to PDQ at support@pdqdigitalmedia.com regarding the failure. Upon receipt of the email, PDQ Digital Media will begin responding to event within 15 minutes using response plan provided by Client.

    1. Power
      1. Primary Circuit vs. Primary and Secondary Circuit

Client understands they are given the option to purchase power from divergent systems (Primary/Secondary Power) and it is PDQ’s strong suggestion that all Clients requiring mission critical uptime take advantage of this option. Due to the increase in redundancy recognized by utilizing Primary and Secondary circuits, Client will receive a significantly increased payment schedule in the event of an outage on both circuits. Client understands that by utilizing a pair of circuits as Primary/Secondary, the total amperage of both circuits cannot exceed 40% of their combined total load. For example, if both primary and secondary circuits have an amperage rating of 20 amps each—totaling 40 amps—then the amperage load combined across both circuits cannot exceed 16 amps (40% of 40 amps) combined. Exceeding this total will negate PDQ’s SLA. PDQ will provide an outlet for both the Primary and Secondary Power drops. It is the Client’s sole responsibility to utilize redundant power supplies and/or an automatic transfer switch (ATS) to failover in the event of an outage. PDQ is not responsible for Client equipment that does not perform as desired during a transition.

      1. Primary Power Quantity Availability

Client will be provided with up to 80% of breakered circuit (as mandated by 2008 NEC Section 210-19a) in a Primary power scenario or 40% of the total breakered circuit in the case of Primary/Secondary power.

      1. Credit Schedule for Power

The table below sets forth the Client’s sole and exclusive remedy for failures to meet Facility Service Level Objectives for the related datacenter colocation services referenced therein (Service Level Failure).

Credit Schedule for Power

Power Failure Time
Cumulative Unavailability

(Hours:Minutes:Seconds)1

Service Level Credit Schedule for Failure of Primary Circuit in a Single Power Configuration2

Service Level Credit Schedule for Concurrent Failure of Both Primary and Secondary Circuits in a Dual Power Configuration3

00:00:01 – 00:10:00

1%

25%

00:10:01 – 01:30:00

5%

35%

01:30:01–  08:00:00

10%

50%

08:00:01 – 16:00:00

20%

75%

16:00:01 – 24:00:00

30%

100%

24:00:01 – 32:00:00

40%

100%

32:00:01 – 48:00:00

50%

100%

48:00:01 or greater

100%

100%

1. Time accumulation begins as per section 1.E: Service Level Credits.
2. Service Level Credit is provided as a percentage of Total Monthly Recurring Charge for Datacenter Colocation Services.
3. Service Level Credit is provided as a percentage of Total Monthly Recurring Charge for Datacenter Colocation Services.

    1. Temperature and Humidity
      1. Temperature

PDQ’s service level objective is to maintain an ambient temperature of 72 degrees Fahrenheit plus or minus 5 degrees (72° F ± 5° F), measured at the nearest supply grill, at all times. Client is obligated to monitor temperature for variations that would result in credit and request temperature to be measured by on-site staff.

      1. Humidity

PDQ’s service level objective is to maintain an ambient humidity of 45 percent plus or minus 15 percent (45% ± 15%) at all times. Client is obligated to monitor humidity for variations that would result in credit and request measurement by on-site staff.

      1. Credit Schedule for Temperature and Humidity SLA

The table below sets forth the Client’s sole and exclusive remedy for failures to meet the Facility Service Level Objectives for the related datacenter colocation services referenced therein (Service Level Failure):

Credit Schedule for Temperature and Humidity SLA

Service Level Objective

Service Level Failure

Service Level Credit

Temperature

A Service Level Failure occurs when the ambient air temperature average falls outside of the range defined in 4.A. above and continues to be outside of that range for four (4) consecutive hours after the initial temperature reading outside of that range.

The Service Level Credit shall equal 5% of the total monthly recurring charges for Datacenter colocation services of the affected Client Area--each temperature failure consisting of a consecutive four (4) hour Service Level Failure.

Temperature:
Critical Failure

A service critical level failure occurs if the ambient air temperature average, as measured at the nearest supply grill is eighty-seven degrees Fahrenheit (87° F)or higher.

The Service Level Credit shall equal 10% of the total monthly recurring charges for datacenter colocation services of the affected Client area each four (4) hour period of critical temperature failure. Client receives an initial Service Level Credit immediately upon the first occurrence of the critical temperature failure and receives further Service Level Credits for each subsequent consecutive four (4) hour period during which critical temperature failure continues.

Humidity

A Service Level Failure occurs  when the ambient air relative humidity average as measured across all measurement points is outside the range of forty-five percent (45%), (plus or minus) fifteen percent (15%) relative humidity six (6) hours after  the primary humidity reading fell outside of forty-five percent (45%), plus or minus fifteen percent (15%) relative humidity range.

The Service Level Credit will equal the total monthly recurring charges for datacenter colocation services of the Client area multiplied by five percent (5%) for each humidity failure. For purposes of clarification Client receives a Service Level Credit after each consecutive six (6) hour period during which a humidity failure continues.

Humidity:
Critical Failure

A Service Level Failure occurs when the ambient air relative humidity average as measured across all measurement points is over sixty-one  percent (61%) 6 hours after the primary humidity reading was over sixty-one percent (61%) and critical humidity failure causes water to condense in the Client area.

The Service Level Credit will equal the total monthly recurring charges for datacenter colocation services of the Client area multiplied by ten percent (10%) for each critical humidity failure. For purposes of clarification Client receives a Service Level Credit after each six (6) hour period during which a critical humidity failure continues.

    1. Service Level Credits

A Service Level Failure period begins upon receipt of an email by PDQ from Client of a detailed report of an incident and ends when the affected service is operational. Client will provide the report via email and trouble ticket. An applicable Service Level Credit Allowance will appear on Client’s invoice following processing. Service Level Credits will not have any cash value at the end of the Client’s term or otherwise. Service Level Credits will be calculated as a credit to the Monthly Recurring Charges for datacenter colocation services related to the specific datacenter and suite that experienced the Service Level Failure.

No Service Level Credits will be given for network services which are provided as part of a bundled package, or due to a service interruption:

      1. That is caused by the action or failure to act by the Client,
      2. That is due to failure of equipment provided by Client,
      3. That occurs during any period in which PDQ is not given access to the services premises; or
      4. That which is part of a planned service interruption for maintenance in accordance with PDQ’s MSA, or results from implementation of Client order.

The maximum total credit for all failures of PDQ to meet its Facility Service Level Agreement is limited to the total monthly recurring charge for datacenter colocation services by Client for the month in which the failure occurs.

  1. BARE METAL SERVERS
    1. Deployment
      1. Server Deployment Guarantee.

In most cases PDQ is able to deploy Client’s new server within 4 hours, provided Client’s order does not contain any special instructions, require MSSQL installation, or need an on-board RAID configuration. For all orders, regardless of configuration, PDQ guarantees a server deployment of 24 hours, beginning once Client’s order has been paid for and verified.

      1. Compensation

If PDQ misses their goal, PDQ will give Client a 10% credit of service cost toward Client’s first month's hosting service fees. All Client have to do is notify us within 7 days that PDQ missed the goal and that Client wishes to claim this credit.

    1. Network Up-Time
      1. 100% Network Uptime Guarantee.

PDQ guarantees that the network will be available 100% of the time during the billing cycle (excluding scheduled maintenance).

      1. Network Downtime Definition.

Network Downtime occurs when Client’s server cannot transmit or receive data to/from the Internet due to the failure of network equipment managed and owned by PDQ.

      1. Network Definition.

PDQ’s Network consists of all of PDQ’s infrastructure hardware including routers, switches, and cabling but does not include the services or software running on the server or the server's hardware.

      1. Compensation.

As compensation for a downtime event, PDQ will credit Client’s account 5% for every 30 minute segment of downtime, up to the total monthly cost.

Clients are not entitled to a credit if the downtime is caused by:

        1. Actions of the Client or others authorized by Client to use the Service under the Agreement;
        2. The failure of Third Party Service to PDQ's network;
        3. Application, software, or operating system failure,
        4. The result of network maintenance activity,
        5. Denial of Service attack, hacker activity, or other malicious event or code targeted against PDQ or a Bare Metal Client. Failure of any Network or Internet Infrastructure not owned or managed by PDQ.
      1. Reporting

Client should report downtime incidents to us via email to support@pdqdigitalmedia.com or submission through PDQ’s client dashboard at https://pdqdigitalmedia.com/myaccount/clientarea.php within 3 days of the event's commencement. Only one event per report, please. Please include the service type, IP Address, and a full description of the service interruption including logs (if applicable). Downtime officially begins at the time PDQ receives the email "ticket" and ends when PDQ has, at its sole discretion, resolved the issue.

      1. Account Status

If Client is currently behind in payments on Client’s accounts, of has been behind 3 or more times in the preceding 12 months, Client doesn't qualify for an SLA credit for Downtime. Valid SLA claims can't be credited if Client has outstanding abuse issues, but once Client’s abuse issues are resolved PDQ will gladly credit all valid claims. Making false or repetitive claims will cost Client $50 per incident and may place Client in violation of account Acceptable Use Policy and Terms and Conditions. Clients engaging in malicious or aggressive Internet activities such as attacks or counter-attacks are in violation of the Acceptable Use Policy and Terms and Conditions.

      1. 20 Minute Support Response Guarantee.

PDQ guarantees that one of PDQ’s talented professionals will respond to Client’s support tickets or inquiry within 20 minutes of submission. This applies to support tickets emailed to ssupport@pdqdigitalmedia.com or submitted through the PDQ client dashboard at https://pdqdigitalmedia.com/myaccount/clientarea.php.

    1. Replacement

4 Hour Hardware Replacement Guarantee.

We hate it when things aren't working. If hardware belonging to us and located within PDQ’s datacenter fails, PDQ will replace it within 4 hours of notification of failure. To report a failure, send an email to support@pdqdigitalmedia.com or submit a ticket through the client dashboard at https://pdqdigitalmedia.com/myaccount/clientarea.php.

    1. Compensation.

If PDQ doesn’t replace the hardware within 4 hours PDQ will credit Client for one day of Client’s monthly recurring hosting charges. We'll give Client that same 1 day credit for every four hour block of time beyond the initial 4 hour guarantee until the replacement is complete, up to a total of 100% of Client’s monthly recurring payment if necessary. Client does have to send us an official request for the credit within 7 days of the hardware replacement. Send an email to support@pdqdigitalmedia.com or submit a ticket through the portal at https://pdqdigitalmedia.com/myaccount/clientarea.php to claim the credit.

The 4 hour hardware replacement guarantee only applies to the replacement of the failed hardware. It takes some time, though, to re-load the operating system and applications and apply any applicable data restorations and backups if necessary, and the time to do that does not count toward the hardware outage. Once the hardware is installed, the hardware failure incident timer is stopped and Client is not entitled to any further SLA credits.

  1. CLOUD ENTERPRISE SERVICES
    1. Service Commitment

PDQ will use commercially reasonable efforts to make Cloud Enterprise Services available with a Monthly Uptime Percentage of 100%. In the event PDQ does not meet the Monthly Uptime Percentage commitment, Client will be eligible to receive a Service Credit as described below.

    1. Service Credits

If the Monthly Uptime Percentage for a Client drops below 100% during a Service Month, that Client is eligible to receive one (1) Service Credit for every fifteen (15) minute period that Cloud Services was Unavailable up to a maximum amount equal to fifty (50) percent of the usage fees calculated during the Eligible Credit Period or one full month, whichever is lesser. DSC credits shall be 10% of monthly bill per Service Credit and 5% for all other CES products (VPDC/MPC). For the purposes of determining Service Credits Client will only be eligible for Service Credits related to the unavailability of:

      1. The PDQ Digital Media Client Portal, or
      2. The infrastructure and network connectivity.

Whichever Service was least available during the Service month, PDQ will apply any Service Credits only against future payments otherwise due from Client; provided that:

      1. PDQ may issue the Service Credit to the Client account for the Service Month in which the Unavailability occurred,
      2. Client is current with all payment obligations set forth in the Agreement, and
      3. Client’s total calculated usage fees for the Eligible Credit Period are greater than or equal to $100.

Service Credits shall not entitle Client to any refund or other payment from PDQ. Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Agreement, Service Credits are Client's sole and exclusive remedy for any unavailability or non-performance of Services.

    1. Credit request and Payment Procedures

To receive a Service Credit, Client must submit a request by sending an e-mail message to support@pdqdigitalmedia.com. To be eligible, the credit request must:

      1. Include SLA Service Credit Claim in the subject of the e-mail message;
      2. Include, in the body of the e-mail, Client’s Organization name, or Client ID the dates, times, and length of each Unavailability Period that Client claim to have experienced;
      3. Include any documentation that corroborates Client’s claimed Unavailability; and
      4. Be received by PDQ within thirty (30) calendar days of the last day reported in the Unavailability claim.

If the Monthly Uptime Percentage of such request is confirmed by PDQ and is less than 100% for the Service Month, then PDQ will issue the Service Credit to Client within one Service Month following the month in which the request is confirmed. Client’s failure to provide the request and other information as required above will disqualify Client from receiving a Service Credit. PDQ's data and records will be the sole factor for validating claims due to Unavailability.

    1. Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of Cloud Services, or any other performance issues:

      1. That result from Service Suspensions described in the following sections of the Agreement: Term and Termination, and Default Events and Remedies;
      2. Caused by factors outside of the reasonable control of PDQ, including any force majeure event or Internet access or related problems beyond the PDQ Network Demarcation Point;
      3. That result from any actions or inactions of Client or any third party;
      4. That result from Client equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within PDQ’s direct control);
      5. That result from failures of individual functions, features, infrastructure, and network connectivity Unavailability; or
      6. Arising from PDQ’s suspension and termination of Client's right to use Cloud Services in accordance with the Agreement (collectively, the " Cloud Enterprise SLA Exclusions").

If availability is impacted by factors other than those explicitly listed in this agreement, PDQ may issue a Service Credit considering such factors in our sole discretion.

    1. DISCLAIMER

If PDQ misses the SLA goal because of problems with Client’s behavior or the performance or failure of Client’s equipment, facilities, or applications, PDQ can't give Client credit. Additionally, extenuating circumstances beyond PDQ’s reasonable control such as (without limitation) acts of any governmental body, acts of terrorism, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of Client’s Web site could cause some hang-ups that PDQ cannot be liable for.

  1. NETWORK
    1. 100% Network Uptime Guarantee.

PDQ guarantees that the network will be available 100% of the time during the billing cycle (excluding scheduled maintenance and promotional bundles which include bandwidth). Clients are not entitled to a credit if the downtime is caused by:

      1. Actions of the Client or others authorized by Client to use the Service under the Agreement;
      2. The failure of Third Party Service to PDQ' network;
      3. Application, software, or operating system failure,
      4. The result of network maintenance activity,
      5. Denial of Service attack, hacker activity, or other malicious event or code targeted against PDQ or a PDQ Client, or
      6. Failure of any Network or Internet Infrastructure not owned or managed by PDQ.
    1. REPORTING REQUIRED

Client should report downtime incidents to us via email to support@PDQDigitalMedia.com or submission through PDQ’s client dashboard at https://pdqdigitalmedia.com/myaccount/clientarea.php within three (3) days of the event's commencement. Only one event per report, please. Please include the service type, IP Address, and a full description of the service interruption including logs (if applicable). Downtime officially begins at the time PDQ receives the email "ticket" and verifies an outage, and ends when PDQ has, at its sole discretion, resolved the issue.

    1. EXCLUSIONS

If Client are currently behind in payments for Client’s accounts, of have been behind 3 or more times in the preceding 12 months, Clients don't qualify for an SLA credit for Downtime. Valid SLA claims can't be credited if Client has outstanding abuse issues, but once Client’s abuse issues are resolved PDQ will gladly credit all valid claims. Making false or repetitive claims will cost Client $50 per incident and may place Client in violation of account Acceptable Use Policy and Terms and Conditions. Clients engaging in malicious or aggressive Internet activities such as attacks or counter-attacks are in violation of the Acceptable Use Policy and Terms and Conditions and are therefore not entitled to SLA credits.

    1. SUPPORT

20 Minute Support Response Guarantee. PDQ guarantees that one of PDQ’s talented professionals will respond to Client’s support tickets or inquiry within 20 minutes of submission. This applies to support tickets emailed to support@PDQDigitalMedia.com.

  1. HARDWARE AS A SERVICE
    1. REPLACEMENT

4 Hour Hardware Replacement Guarantee. If hardware belonging to us and located within PDQ’s datacenter fails PDQ will replace it within 4 hours of determination and Client notification of failure. To report a failure, send an email to support@PDQDigitalMedia.com or submit a ticket through the portal at https://pdqdigitalmedia.com/myaccount/clientarea.php.

    1. COMPENSATION

If PDQ doesn’t replace the hardware within 4 hours PDQ will credit Client for one day of Client’s monthly recurring hosting charges. We'll give Client that same 1 day credit for every four hour block of time beyond the initial 4 hour guarantee until the replacement is complete, up to a total of 100% of Client’s monthly recurring payment if necessary. Client must send us an official request for the credit within 7 days of the hardware replacement. Send an email to support@PDQDigitalMedia.com or submit a ticket through the client dasboard at https://pdqdigitalmedia.com/myaccount/clientarea.php to claim the credit.

    1. DISCLAIMER

The 4 hour hardware replacement guarantee only applies to the replacement of the failed hardware. It takes some time, though, to re-load the operating system and applications and apply any applicable data restorations and backups if necessary, and the time to do that does not count toward the hardware outage. Once the hardware is installed, the hardware failure incident timer is stopped.

  1. DISASTER RECOVERY AS A SERVICE
    1. Service Availability
      1. Cloud Infrastructure Downtime Definition.

Cloud Infrastructure Downtime occurs when Client’s server cannot transmit or receive data to/from the Internet due to the failure of infrastructure equipment managed and owned by PDQ.

      1. Infrastructure Equipment Definition.

Consists of all of PDQ’s on-premises cloud infrastructure hardware including routers, switches, and cabling and includes the individual services or software running on the virtual machines (“VMs”); excluding client portals. On Premises cloud infrastructure extends only to the PDQ demark which is PDQ’s network termination point. (L2 or VPN)

      1. Service Level Agreement (“SLA”) Event.

Each of the following will be considered an SLA Event for the Disaster Recovery as a Service as provided in Exhibit A:

        1. Any Network outage that renders replication services unavailable for more than twenty (20) consecutive minutes.
        2. The data store(s) associated with Client’s DRaaS storage is unavailable for more than three (3) consecutive minutes.
        3. Client’s failed-over virtual machines for a class of service become inaccessible for more than five (5) consecutive minutes due to physical host server failures.
        4. Recovery Point Objective (“RPO”) of more than 1 hour.
        5. Recovery Time Objective (“RTO”) of more than 4 consecutive hours. Any built-in service functions for failover testing, planned migration, or live failover and recovery result in virtual machine replicas not powering on in less than 4 consecutive hours from the time a request is acknowledged and approved by PDQ Digital Media. RTO is defined by PDQ as the restoration and successful boot of the Client’s Virtual or Physical servers.
    1. Service Credits
      1. An “SLA Credit” is an amount equal to 10% of the monthly Service Offering recurring or metered (as applicable) subscription charges invoiced by PDQ Digital Media for the affected class of service in the calendar month for which the SLA Credit is due. If the Availability of a class of service that Client purchases is less than the associated Availability Commitment in a given calendar month, then Client may request one (1) SLA Credit, and one (1) additional SLA Credit for each additional 300 minutes the class of service was Unavailable, up to a total of three (3) SLA Credits in a given calendar month.
      2. A “Chronic SLA Credit” is an amount equal to 100% of the monthly Service Offering recurring or metered (as applicable) subscription charges invoiced by PDQ, for the affected class of service, in the calendar month in which the SLA Credit is due. Any Chronic SLA Credit is in lieu of any SLA Credits that might be otherwise due. If Client is eligible to receive an SLA Credit or a Chronic SLA Credit in three (3) consecutive calendar months and all the credits are related to the same SLA Event type, then Client may request a Repetitive SLA Credit.
      3. A “Repetitive SLA Credit” is an amount equal 100% of the largest monthly Service Offering recurring or metered (as applicable) subscription charges invoiced by PDQ for the affected class of service, in one of the calendar months in which the SLA Event occurred. If an SLA Credit or a Chronic SLA Credit was already received in the Repetitive SLA Credit period, then the amount of the Service Credit that Client may request will be the difference between the aggregate amount of Service Credits received and the Repetitive SLA Credit.
      4. As compensation for a downtime event, PDQ will credit Client’s account in one monthly billing cycle in the following manner for downtime occurring to only each respective class of service being provided through the DRaaS offering.
      5. Clients are not entitled to a credit if the downtime is caused by:
        1. Actions of the Client or others authorized by Client to use the Service under the Agreement;
        2. The failure of Third Party Service to PDQ's network;
        3. The result of network maintenance activity;
        4. Denial of Service attack, hacker activity, or other malicious event or code targeted against PDQ or a Bare Metal Client. Failure of any Network or Internet Infrastructure not owned or managed by PDQ;
        5. Bugs in code, hardware, or services for which there is no commercially reasonable, known fix (even if there is a known workaround).
    2. Client Responsibilities
      1. Client will ensure new VM’s are placed into appropriate protection groups or requesting inclusion via a support request to PDQ.
      2. Client will notify PDQ of any changes in their on-premises infrastructure that may impact replication.
      3. Client will notify PDQ of any virtualization or network maintenances that may impact replication.
      4. Client will coordinate with PDQ to conduct failover tests. Client will provide PDQ with at least two weeks’ notice for testing. Two failover tests are included per year.
    3. Reporting

Client should report downtime incidents and failover requests to us via email to support@pdqdigitalmedia.com or submission through the client dashboard at https://pdqdigitalmedia.com/myaccount/clientarea.php immediately of the event's commencement. Only one event per report, please. Please include the service type, IP Address, and a full description of the service interruption including logs (if applicable). Downtime officially begins at the time PDQ receives the email "ticket" and ends when PDQ has, at its sole discretion, resolved the issue. PDQ shall initiate support and failover activation response within twenty (20) minutes from receiving instruction from the client to initiate the failover. Client should utilize the “Failover Hotline” to contact PDQ at 713.364.5737 or initiate a ticket.

    1. Account Status

If Client is currently behind in payments for Client’s accounts, of has been behind 3 or more times in the preceding 12 months, Client does not qualify for an SLA credit for Downtime. Valid SLA claims can't be credited if Client has outstanding abuse issues, but once Client’s abuse issues are resolved PDQ will gladly credit all valid claims. Making false or repetitive claims will cost Client $50 per incident and may place Client in violation of account Acceptable Use Policy and Terms & Conditions. Clients engaging in malicious or aggressive Internet activities such as attacks or counter-attacks are in violation of the Acceptable Use Policy and Terms & Conditions and are therefore not entitled to SLA credits. Making false or repetitive claims will cost Client $50 per incident and may place Client in violation of account Acceptable Use Policy and Terms & Conditions. Clients engaging in malicious or aggressive Internet activities such as attacks or counter-attacks are in violation of the Acceptable Use Policy and Terms & Conditions .

    1. Application of Service Credits

Whichever Service was least available during the Service month, PDQ will apply any Service Credits only against future payments otherwise due from Client; provided that:

      1. PDQ may issue the Service Credit to the Client account for the Service Month in which the Unavailability occurred,
      2. Client is current with all payment obligations set forth in the Agreement, and
      3. Client’s total calculated usage fees for the Eligible Credit Period are greater than or equal to $100.
      4. Service Credits shall not entitle Client to any refund or other payment from PDQ. Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Agreement, Service Credits are Client's sole and exclusive remedy for any unavailability or non-performance of Services.
    1. Credit request and Payment Procedures

To receive a Service Credit, Client must submit a request by sending an e-mail message to support@pdqdigitalmedia.com. To be eligible, the credit request must:

      1. Include SLA Service Credit Claim in the subject of the e-mail message;
      2. Include, in the body of the e-mail, Client’s Organization name or Client ID, the dates, times, and length of each Unavailability Period that Client claims to have experienced;
      3. Include any documentation that corroborates Client’s claimed Unavailability; and
      4. Be received by PDQ within thirty (30) calendar days of the last day reported in the Unavailability claim.

If the Monthly Uptime Percentage of such request is confirmed by PDQ and is less than 100% for the Service Month, then PDQ will issue the Service Credit to Client within one Service Month following the month in which the request is confirmed. Client’s failure to provide the request and other information as required above will disqualify Client from receiving a Service Credit. PDQ's data and records will be the sole factor for validating claims due to Unavailability.

    1. General Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of Cloud Services, or any other performance issues that result from Service Suspensions described in the following sections of the Agreement:

      1. Term and Termination or Default Events and Remedies;
      2. Caused by factors outside of the reasonable control of PDQ, including any force majeure event or Internet access or related problems beyond the PDQ Network Demarcation Point;
      3. That result from any actions or inactions of Client or any third party;
      4. That result from Client equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within PDQ’s direct control);
      5. If availability is impacted by factors other than those explicitly listed in this agreement, PDQ may issue a Service Credit considering such factors in our sole discretion.
    1. Network Exclusions

The Service Commitment does not apply to unavailability caused by the following Network related instances:

      1. Client bandwidth provider experiences throughput or latency issues that cause disruptions in replication.
      2. Client makes changes to core routing infrastructure (ACL, IP changes, new equipment) which cause a break in the replication chain.
      3. Client bandwidth does not support the change rate of replicated VMs.
      4. External access to applications:
        1. Responsible for DNS Failover or global load-balancing.
        2. Client change in network configuration that is not applied to DRaaS on premises cloud infrastructure.
        3. Compatible Private IP scheme
    1. Software and Hardware Exclusions

The Service Commitment does not apply to unavailability caused by the following Software and Hardware related instances:

      1. Client upgrades host to outside of the compatibility of Zerto.
      2. Client adds or re-builds a host and does not install the agent or inform PDQ to install agent.
      3. Client experiences issues with their Zerto Virtual Manager due to environment changes (Network, improper vMotions, Power Off, HA event).
      4. RPO Replication of 3rd party software/services not contracted through PDQ or one of its partners (SQL Mirror, Master/Slave, AD replication).
      5. RTO Replication of 3rd party service not contracted through PDQ or one of its partners (SQL Mirror, Master/Slave, AD replication).
      6. In-guest shares in a VM (iSCSI, CIFS, NFS).

Commitment does not apply if failover is intended to correct virus related issue, where no previous check point is clean.

7.      Exhibit A

1.                   RECOVERY POINT OBJECTIVE (RPO)

SLA Credit Schedule:

Time

3/5 Min

Hours One - Four

Hours Five - Eight

Hour 24

Discount

10%

10%

10%

70%

Total  Cumulative Discount Percentage

10%

20%

30%

100%

Credit

1

2

3

Chronix(4)

All within one monthly billing cycle on only that service

2.                   RECOVERY TIME OBJECTIVE (RTO)

Time

Hours One - Four

Hours Five - Eight

Hours Nine - 12

Hours 13 - 16

Hour 24

Discount

10%

10%

10%

10%

70%

Total Cumulative Discount  Percentage

10%

20%

30%

40%

100%

Credit

1

2

3

4

Chronix(5)

All within one monthly billing cycle on only that service

8.        

  1. OBJECT STORAGE SERVICE

This PDQ Digital Media Service Level Agreement (“SLA”) is a policy governing the use of PDQ Digital Media Object Storage Service (“OSS”) under the terms of the PDQ Digital Media Master Service Agreement (the “PDQ MSA”) between PDQ Digital Media, LLC and clients of PDQ Digital Media services. This SLA applies separately to each account using PDQ Digital Media Object Storage. Unless otherwise provided herein, this SLA is subject to the terms of the PDQ MSA and capitalized terms will have the meaning specified in the PDQ MSA. We reserve the right to change the terms of this SLA in accordance with the PDQ MSA.

  1. Service Availability:
    1. Availability of the network to the OSS: 99.9%
    2. Availability of the HTTP endpoints to execute Read / Write functions: 99.9%
    3. Availability of Data Rest or underlying storage systems: 99.9%

If the Availability of a class of service that you purchase is less than the associated Availability Commitment, then you may request Service Credits for that affected class of service in accordance with the PDQ MSA procedures. Availability in a given month is calculated according to the following formula:

“Availability” = ((total minutes in a calendar month – total minutes Unavailable) / total minutes in a calendar month) x 100

  1. The following will be considered an SLA Event for the Object Storage service:
    A more than five (5) percent Error Rate for more than ten (10) consecutive minutes – where “Error Rate” means the number of valid requests that result in a response with HTTP Status 500 and Code “Internal Error” divided by the total number of valid requests during each five-minute period.
  2. Reporting
    Client should report downtime incidents and failover requests to us via email to support@PDQDigitalMedia.com or submission through the client dashboard at https://pdqdigitalmedia.com/myaccount/clientarea.php immediately of the event's commencement. Only one event per report, please. Please include the service type, IP Address, and a full description of the service interruption including logs (if applicable). Downtime officially begins at the time PDQ receives the email "ticket" and ends when PDQ has, at its sole discretion, resolved the issue. PDQ shall initiate support and failover activation response within twenty (20) minutes from receiving instruction from the client to initiate the failover. Client should utilize the “Failover Hotline” to contact PDQ at 713.364.5737 or initiate a ticket.
  3. Exclusions
    The Service Commitment does not apply to any unavailability, suspension or termination of PDQ Digital Media, or any other PDQ Digital Media performance issues:

         I.            That result from a suspension described in Section 5 of the PDQ MSA;

    1. Caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of PDQ Digital Media;
    2. That result from any actions or inactions of you or any third party;
    3. That result from Client equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control);
    4. Arising from our suspension and termination of Client’s right to use PDQ Digital Media Object Storage or any other service offering in accordance with the PDQ MSA (collectively, the “PDQ MSA SLA Exclusions”). If availability is impacted by factors other than those used in our calculation of the Error Rate, then we may issue a Service Credit considering such factors at our discretion.
  1. Account Status
    If Client is currently behind in payments for Client’s accounts, of has been behind 3 or more times in the preceding 12 months, Client does not qualify for an SLA credit for Downtime. Valid SLA claims can't be credited if Client has outstanding abuse issues, but once Client’s abuse issues are resolved PDQ will gladly credit all valid claims. Making false or repetitive claims will cost Client $50 per incident and may place Client in violation of account Acceptable Use Policy and Terms & Conditions. Clients engaging in malicious or aggressive Internet activities such as attacks or counter-attacks are in violation of the Acceptable Use Policy and Terms & Conditions and are therefore not entitled to SLA credits. Making false or repetitive claims will cost Client $50 per incident and may place Client in violation of account Acceptable Use Policy and Terms & Conditions. Clients engaging in malicious or aggressive Internet activities such as attacks or counter-attacks are in violation of the Acceptable Use Policy and Terms & Conditions.
  2. Application of Service Credits
    Whichever Service was least available during the Service month, PDQ will apply any Service Credits only against future payments otherwise due from Client; provided that:
    1. PDQ may issue the Service Credit to the Client account for the Service Month in which the Unavailability occurred,
    2. Client is current with all payment obligations set forth in the Agreement, and
    3. Client’s total calculated usage fees for the Eligible Credit Period are greater than or equal to $100.
    4. Service Credits shall not entitle Client to any refund or other payment from PDQ. Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Agreement, Service Credits are Client's sole and exclusive remedy for any unavailability or non-performance of Services.
  1. Credit request and Payment Procedures

To receive a Service Credit, Client must submit a request by sending an e-mail message to support@PDQDigitalMedia.com. To be eligible, the credit request must:

    1. Include SLA Service Credit Claim in the subject of the e-mail message;
    2. Include, in the body of the e-mail, Client’s Organization name or Client ID, the dates, times, and length of each Unavailability Period that Client claims to have experienced;
    3. Include any documentation that corroborates Client’s claimed Unavailability; and
    4. Be received by PDQ within thirty (30) calendar days of the last day reported in the Unavailability claim.

If the Monthly Uptime Percentage of such request is confirmed by PDQ and is less than 100% for the Service Month, then PDQ will issue the Service Credit to Client within one Service Month following the month in which the request is confirmed. Client’s failure to provide the request and other information as required above will disqualify Client from receiving a Service Credit. PDQ's data and records will be the sole factor for validating claims due to Unavailability.

  1. SECURITY SERVICES
  1. Service Types, Priority, and Response Times

 

Priority


 Acknowledge  Time


 Notification  Time

Description

Examples

1. Priority (Critical)

20 Minutes

2 Hours

Significant impact to the business or Client data; the problem is of a major impact and highly visible to business and/or their business operations; there is no workaround available.

Widespread, Prolonged DDOS

Critical asset compromise / Critical data loss

Impacts to customer brands (in the news)

Customer data loss

Malware Activity related to ransom activity (e.g. CryptoLocker)

Security monitoring service interruption

2. Priority (High)

1 Hour

4 Hours

A large percent of the business is affected; the problem is of high impact or highly visible to the client and/or their business operations; a tried and a proven workaround is available.

Activity against known threat indicators

Malware Callback, or Command and Control, activity

Compliance

3. Priority (Medium)

4 Hour

8 Hours

A small percent of the Client business is affected, and/or the problem has limited visibility. The system may remain operational, however, in a degraded manner, and/or a tried and proven workaround is available.

Repeat offenders

Malware activity related to known, malicious activity but limited in exposure (e.g. Zeus, Coreboot)

4. Priority (Low)

1 Business Day

1 Day

Customer can still achieve full functionality and normal performance, as long as the workaround is followed.

Evidence of Port scans or other Reconnaissance activity

Low level malware/spyware

 

  1. Service Commitment

PDQ will use commercially reasonable efforts to make Security Services available with a Monthly Uptime Percentage of 100%, excluding scheduled and pre-acknowledged maintenance periods where alternative procedures are in place for continuous monitoring. As described in section A: Service Types, Priority, and Response Times, PDQ, on receipt of an alert, will "acknowledge" (either through email or telephonically), in the described timeframes, the impact of the incident and the actions that should be taken to mitigate the concern.

In the event PDQ does not meet the Monthly Uptime Percentage commitment, Client will be eligible to receive a Service Credit as described below.

  1. Service Credits

If the Monthly Uptime Percentage for a Client drops below 100% during a Service Month, that Client is eligible to receive one (1) 10% Service Credit, for every thirty (30) minute period that Security Services was Unavailable, up to a maximum amount equal to one full month’s billing. For the purposes of determining Service Credits, Client will only be eligible for Service Credits related to the unavailability of:

    1. InfraSentry: Monitor Threat Detection Service
    2. InfraSentry: Sophos related "Advanced Persistent Threat" tools

Whichever Service was least available during the Service month, PDQ will apply any Service Credits only against future payments otherwise due from Client, provided that:

    1. PDQ may issue the Service Credit to the Client account for the Service Month in which the Unavailability occurred, and
    2. Client is current with all payment obligations set forth in the Agreement.

Service Credits shall not entitle Client to any refund or other payment from PDQ. Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Agreement, Service Credits are Client's sole and exclusive remedy for any unavailability or non-performance of Services.

  1. Credit Request and Payment Procedures
    To receive a Service Credit, Client must submit a request by sending an e-mail message to noc@PDQDigitalMedia.com. To be eligible, the credit request must:
    1. Include SLA Service Credit Claim in the subject of the e-mail message;
    2. Include, in the body of the e-mail, Client’s Organization name, or Client ID, along with the dates, times, and length of each Unavailability Period that Client claims to have experienced;
    3. Include any documentation that corroborates Client’s claimed Unavailability; and
    4. Be received by PDQ within thirty (30) calendar days of the last day reported in the Unavailability claim.

If the Monthly Uptime Percentage of such request is confirmed by PDQ and is less than 100% for the Service Month, then PDQ will issue the Service Credit to Client within one Service Month following the month in which the request has been confirmed. Client’s failure to provide the request and other information as required above will disqualify Client from receiving a Service Credit. PDQ's data and records will be the sole factor for validating claims due to Unavailability.

  1. Exclusions
    The Service Commitment does not apply to any unavailability, suspension or termination of Security Services, or any other performance issues:
    1. That result from Service Suspensions described in the following sections of the Agreement: Term and Termination, and Default Events and Remedies;
    2. Caused by factors outside of the reasonable control of PDQ, including any force majeure event or Internet access or related problems beyond the PDQ Network Demarcation Point;
    3. That result from any actions or inactions of Client or any third party;
    4. That result from Client equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within PDQ’s direct control);
    5. That result from failures of individual functions, features, infrastructure, and network connectivity Unavailability; or
    6. Arising from PDQ’s suspension and termination of Client's right to use Security Services in accordance with the Agreement.

If availability is impacted by factors other than those explicitly listed in this agreement, PDQ may issue a Service Credit considering such factors in our sole discretion.

  1. Disclaimer
    If PDQ misses the SLA goal because of problems with Client’s behavior or the performance or failure of Client’s equipment, facilities, or applications, PDQ can't give Client credit. Additionally, extenuating circumstances beyond PDQ’s reasonable control such as (without limitation) acts of any governmental body, acts of terrorism, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of Client’s services could cause some hang-ups that PDQ cannot be liable for.

 

Last Update: 04/20/2020 - 15:51pm