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XcellHost | Service Level Agreements

Cloud SLA


This Data Centre- Managed Services Agreement is applicable only to Service Order Forms for Data Centre- Managed Services which have been subscribed by Customer and accepted by XcellHost in accordance with, and subject to the terms of the General Terms and Conditions for Delivery of Services.

This XCELLHOST includes certain schedules and attachments attached hereto or to be attached in the future (together the “Schedules”). Depending on the components chosen by Customer, as indicated in the Service Order Form (“SOF”), the Data Centre- Managed Services may consist of the following components;

  • Schedule - A : On-Demand Compute
  • Schedule –B : On-Demand Storage
  • Schedule –C : Hosting Professional Support Services
  • Schedule - D : Data Centre Network Services (DCN) (v) Schedule - E : Data Centre Security Services (DCS)

In addition to the terms set forth herein, use of each Service is subject to the additional terms set out in the relevant schedules attached herewith.

Definitions: Terms used herein but not otherwise defined shall have the same meanings ascribed to them in the General Terms and Conditions for Delivery of Services.

“Hosting Infrastructure” Hosting Infrastructure shall mean physical premises controlled by XcellHost, where IT systems, devices and components are installed covering stabilized power, cooling, network and space. Customer device uptime will not be the responsibility of XcellHost unless XcellHost provides the device and XcellHost has taken the specific responsibility of managing the same.

"Service Window" - XcellHost will provide 24x7 support for the proposed engagement.

“Schedules” means the forms so entitled attached hereto, containing the specific terms and conditions that apply to each Service element.

“Users” means the persons authorized by the Customer to use the Service.

“XcellHost Portal and Monitoring”: XcellHost is XcellHost’s service portal offering and will be a single point for information on customer’s infrastructure that is being managed. The portal offers 24x7x365 access to trouble ticket & change management systems, events, inventory and SLA performance reports.

“Business Day” is any day other than Saturday, Sunday or Public Holiday on which commercial banks are generally open for business in India.

“Content” means information made available, displayed, transmitted or stored.

"Service Desk" means XcellHost’s Customer Support Center which will be operational 24x7x365 basis for the proposed engagement.

“Customer Hardware” means the hardware owned by the Customer that is acceptable to XcellHost, and is supported by XcellHost as part of its service delivery.

“Customer Software” means the software owned by the Customer that is acceptable to XcellHost, and is supported by XcellHost as part of its service delivery.

“DNS or Domain Naming System” means the systems used on the Internet to translate URL / names of host computers into IP addresses or viceversa. Customer will provide XcellHost with a list of Internet Domains for routing. Customer will ensure that the Internet Domains are correctly registered by Customer with the appropriate Internet authorities and are properly assigned. XcellHost shall have no responsibility for Internet DNS resolution for the Internet Domains or for ensuring the correct configuration of the DNS records for message routing to and from the Internet.

“Emergency Maintenance” means the repair or replacement of facility components or equipment requiring immediate attention because the functioning of a critical system is impaired or because health, safety or security of human life is endangered. The service unavailability during Emergency Maintenance will be excluded from the downtime calculations.

"Fault" means a fault, failure or malfunction in the Proper Operational Condition of the Service.

“Hardware” means server, switches and appliances deployed by XcellHost in providing the Service.

“Software Licenses” means the software used by XcellHost for rendering the DC-VAS service. The term “Software” shall also include any updates, upgrades, bug-fixes or new versions of the Software delivered by XCELLHOST hereunder. Software licenses may include Hypervisor Layer (Vmware, HyperV, others), Microsoft OS and other software, Linux OS, etc., including any necessary updates and upgrades thereto, to be used by Customer to use the Service. XcellHost will sub-license to the Customer the right to allow its Users to use such software for the applicable Term. Customer, at its sole expense, will provide Users with the Client workstations and make such sub-licensed Client software available for use by its Users.

“Data Centre Network” means the portion of the XcellHost Data Centre network extending from the network egress point of customer XCELLHOST server host to the outbound port of the Data Centre border router. The Internet access to the Customer via XcellHost’s IP backbone is further described in this Agreement.

“Professional Support Service(s)” means any and all second-line labor or services provided by XcellHost to Customer in connection with this Agreement, including but not limited to, consultation, engineering, installation, removal, maintenance, training, and 24x7 technical support.

“Operation Percentage / Operational Condition” means that the XCELLHOST Service, including all XcellHost Hardware and Software, is functioning properly in accordance with the OEM’s specifications and parameters set forth in this Agreement. The Operational Percentage means the percentage of the total time during any given calendar month that the Services are not subject to a Service Outage.

“Service Outage” An “Service Outage” means that the Service fails in accordance with Customer’s configuration selection and the parameters defined in respective schedules. Outage does not include service suspension (i) for reasons outside of XcellHost’s reasonable control or (ii) during times of maintenance. If a dispute arises about whether or not an Outage occurred, XcellHost shall make a determination in good faith based on its system logs, monitoring reports and configuration records. The “Outage Percentage” means the total duration of an Outage during a given month divided by the total time during such month.

“Scheduled Outage or Scheduled Maintenance” is the time window during which XCELLHOST Service may be temporarily interrupted for any or all services, for doing upgrades or maintenance or for any other mutually agreed upon reason or purpose; in order to prevent or remedy a defect which may affect Customer’s use or access to the Services. The service unavailability during Scheduled Outage or Scheduled Maintenance will be excluded from the downtime calculations. Scheduled Maintenance will be normally be carried out between 10 p.m. Saturday and 6:00 a.m. the following Sunday. XcellHost shall give Customer at least seven (7) days’ notice of any scheduled maintenance / outage event.

"Severity Level 1" means the severity level of a Fault (System Unusable) which critically affects the use of XCELLHOST Service to the extent that the servers are inaccessible. Service shall be deemed unavailable if a Fault of Severity Level 1 is reported or identified, whatever is earlier.

“Severity Level 2” means the Service is degraded where Users can access the Service but experience significant difficulties or delays. Service shall be deemed unavailable if a Fault of Severity Level 2 is reported or identified, whatever is earlier.

“Severity Level 3” means the severity level of a Fault which does not cause major impact on the use of Service, but only minor delays. A Fault of Severity Level 3 shall not be deemed to have rendered the Service unavailable.

Delivery Service Level Guarantee. The Service is backed by the following Delivery Service Level Guarantee (hereafter “Delivery Guarantee”):

Delivery Guarantee. XcellHost guarantees that the Service will be provided to Customer on the Committed Ready for Service Date (“CRFS Date”) whereby the system resources are allocated and Customer is given access to start the use of Service. The CRFS Date may be a different date to the Requested Ready for Service Date (“RRFS Date”) specified in the Service Order Form.

Delivery Credits. In the event XcellHost fails to meet the CRFS Date, Customer will be entitled to receive a credit against the non-recurring charge (NRC) (if any) (“Implementation Service One Time Charge”) applicable to the affected Service. The credit will be calculated based upon the number of days after the CRFS Date when the Service is actually made available to Customer. Delivery credits are calculated as follows:

Number of day(s) delay
( after CRFS Date)
Delivery Credit
(percentage of Setup / One Time Charge)
5 – 715%
8 – 1425%
15 – 3050%
Greater than 30100%




These credits are not cumulative (i.e. if Service is 9 days late, credit will be 25% of the Implementation Service One Time Charge).

Service Acceptance / Commencement Date. If no Fault of Severity Level 1 is reported by Customer to XcellHost within 2 Business Days from the CRFS Date or Actual Delivery date, the Service shall be deemed to have been accepted for the purpose of commencement of billing.

Service Outage Reporting. Customer must inform XcellHost’s Customer Support in writing, by email or by call each time it notices any Service Outage within Five (5) business days of the time it first notices or first believes that there has been an Outage. XcellHost will provide 24x7x365 access to its On line (XcellHost) support portal for customer to report any service outage / performance issues.

XcellHost Customer Support must be provided with a 24*7*365 emergency number to reach a support person and their backup in the event of customer equipment failure or a data centre outage. Escalation matrix is also required from the Customer.

Request for Service Outage Credit. Customer must provide XcellHost with a written request for a credit due hereunder within thirty (30) days of the applicable event giving rise to the credit. Failure to do so will void Company's eligibility for any credit for such event(s). This notice must include sufficient information including, without limitation, the Trouble Ticket number and the customer request and the date and time such request was made to XcellHost Datacentre, to allow the claim to be investigated. There shall be no Third Party beneficiaries of the Service Level Agreements unless the same is agreed upon by the parties in writing.

Data Centre- Managed Services Service Availability Parameters. For the purpose of uniformity, the Service Availability for each XCELLHOST Service will be calculated as under. The Availability Guarantee for each component is covered in respective service schedule(s).



XCELLHOST Service will be considered unavailable if the Fault reported to the XcellHost’s Support Center by Customer or identified by XcellHost itself is of Severity Level 1 or Severity Level 2 (“Service Outage”). XcellHost will calculate, on a monthly basis, the time of Service Outage experienced by each XCELLHOST Service Component. A month shall be deemed to begin at 12:00 AM Greenwich Mean Time (GMT) on the first day of a calendar month and end 12:00 GMT on the first day of the next calendar month (“Month”). At the end of a month, XcellHost shall calculate the total amount of time the XCELLHOST Service was unavailable measured from the time when a Fault of Severity Level 1 or 2 was reported to the XcellHost’s Customer Support or is identified by the XcellHost, whichever first occurs, until the time the Fault is repaired and the Service restored (the “XCELLHOST Service Outage Time”). Such XCELLHOST Service Outage Time shall be used to determine any Service Outage credit that the Customer shall be entitled to (“XCELLHOST Service Outage Credit”). The XCELLHOST Service Outage Credit will be a percentage of the Monthly Recurring Charge (“MRC”) for the XCELLHOST Service as set forth in respective service schedules and will apply only to the XCELLHOST Service(s) for which such credit was derived (“Affected XCELLHOST Service(s)”), and the XCELLHOST Service Outage Credit will be calculated individually for each Affected XCELLHOST Service.

(a) SLA Adherence Matrix and applicable Outage Duration:

SLA Adherence (%)Service Outage Duration (in Hours) in a Month Rounded off to nearest hour
99.99%0.072 (4.32 minutes) – 0.72 hours (43.2 minutes)
99.95%0.36 (.5) hour – .72 (1) hour
99.9%0.72 (1) hour – 3.6 (4) hours
99.5%3.6 (4) – 7.2 (8) hours
99.0%7.2 (8) – 14.4 (15) hours
98.0%14.4 (15) – 21.6 (22) hours
97.0%21.6 (22) – 24 hours



Exclusions. Customer will not be entitled to receive any credits pursuant to the Delivery Guarantee or Service Availability Guarantee, for administrative setup delays or Service Outage experienced, which are associated with (in whole or in part):

Interruption due to emergency & scheduled maintenance, alteration, or implementation;

Negligence or other conduct of Customer or its agent/client including a failure or malfunction resulting from applications;

A shut down due to circumstances reasonably believed by XcellHost to be a significant threat to the normal operation of the Services, the XcellHost facility, or access to or integrity of Customer IT infrastructure or its data (e.g., hacker or virus attack);

Failure or malfunction of any equipment or services not provided by XcellHost;

Failure of Customer to purchase minimum redundant systems necessary to support this warranty

Failure of access to Customer’s network and the Internet, unless such failure is caused solely by XcellHost;

Any act or omission of Customer or any of its agents, contractors or vendors, including without limitation, custom scripting or coding (for example, CGI, Perl, HTML, ASP) or Customer's failure to follow agreed-upon procedures or to provide the requisite Client Hardware or Software in respect of the Services;

Force Majeure Events (Section 13.10), including without limitation, outages on the Internet;

DNS issues beyond the reasonable direct control of XcellHost; or

Service Level Agreements do not apply in the event of disconnection and subsequent reconnection of the services due to non-payment of any charges payable to XcellHost.

Any unavailability or other degradation of the Service which is associated with or caused by Scheduled Maintenance events on the XcellHost Facilities (which are not otherwise due to the fault or negligence of XcellHost);


Service Outage Credits:

Customer must provide XcellHost with a written request for a credit due hereunder as defined in Service Outage Reporting (Section 4).

If Customer is entitled to receive credits on more than one guarantee as set forth herein due to the same service-affecting incident, Customer will only receive the credit that it would otherwise be entitled to receive under a single guaranteed criterion for service which has least guarantee.

In no event shall the total amount of Service Outage credits issued to Customer per month exceed fifty percent (50%) of the MRC invoiced to Customer for the affected Service for that month.

Credits are calculated after deduction of all discounts and other special pricing arrangements, and may not be applied to governmental fees, taxes, surcharges, local access charges or any other charges other than monthly recurring service (MRC) charges.

Credits will generally be reflected on the subsequent invoice following the billing month in which the Service Outage occurs. The credits provided in this Service Level Agreement are Customer's sole and exclusive remedies for all matters related to the guaranteed criteria.

Any credits accrued but remaining unused after termination of the applicable Service may only be applied to charges accruing to the affected Service or new purchases of XcellHost Services. All unused credits will expire the later of twelve months after their accrual or upon the expiration or termination of the last Order Form with XcellHost. Termination of a Service Order Form, the General Terms and Conditions due to Customer's non-payment or other breach will immediately void all accrued, but unused credits.


Customer Obligations.

a) Customer Undertakings. The Customer represents warrants and agrees that it will not use, nor authorize, assist or permit any User or third party to use, the Service:

In violation of any applicable laws or with all policies and instructions communicated by XcellHost.

For any unlawful, fraudulent or immoral purpose, including, without limitation, the transmission of any Content in violation of applicable laws

To tamper with, alter or change the Service or the XcellHost’s Facilities, or otherwise abuse the Service in any manner that interferes with XcellHost’s Facilities or the use of Service by any other person.

b) Rights to Suspend.If XcellHost reasonably believes that there is, or is likely to be, a breach of any of the Customer’s obligations hereunder, XcellHost may, in its sole discretion, immediately restrict or suspend all or a portion of the Service or prevent the display or transmission of Content, without any liability to the XcellHost, and then notify the Customer of such action and the reason for it. XcellHost will attempt to provide such notification to the Customer prior to taking such action if, in XcellHost’ s judgment, it can do so without interfering with its ability to prevent the breach from occurring or continuing.


 

Non Disclosure Agreement (NDA)

 

a) Confidentiality. "Confidential Information" shall mean and encompass information, know-how and data, of a technical, commercial, financial or any other nature, disclosed to either Party by or on behalf of the other Party prior to or during the term of this agreement. Customer and XCELLHOST each agree to retain in confidence all information disclosed by a party to the other party pursuant to this Agreement which is either designated as proprietary and/or confidential, or by the nature of the circumstances surrounding disclosure, should reasonably be understood to be confidential (the “Confidential Information”).

It shall cover all messages, documents and files or other communication in writing and marked "confidential" by the disclosing Party; (or)
Drawings, models, prototypes, photographs, software programs or in any machine readable form, which information is stated by the disclosing Party to be confidential; (or)
Orally, and identified in writing as confidential to the disclosing Party within 15 (fifteen) days from disclosure;.



Each party agrees to:

preserve and protect the confidentiality of the other party’s Confidential Information;
refrain from using the other party’s Confidential Information except as contemplated herein; and
not disclose such Confidential Information to any third party except to employees as is reasonably required in connection with the exercise of its rights and performance of its obligations under this Agreement (and only subject to binding use and disclosure restrictions which are at least as protective as those set forth herein and which are agreed to in writing by such employees).

XcellHost further agrees that it will not change or copy, read or distribute Customer’s data, except as required to perform the Services. XcellHost hereby agrees that it has implemented industry standard procedures to: (1) ensure the security and confidentiality of Customer’s Confidential Information; (2) protect against any anticipated threats or hazards to the security or integrity of such information; and (3) protect against unauthorized access to or use of such information. The parties agree to comply with the applicable laws and shall negotiate in good faith, if necessary, to execute any other documents that may be required to comply with any applicable laws.

Notwithstanding the foregoing, either party may disclose Confidential Information which is:
(i) already publicly known; independently developed by the receiving party without reference to the Confidential Information of the disclosing party; Otherwise known to the receiving party through no wrongful conduct of the receiving party, or required to be disclosed by law or court order.

Neither party shall disclose any of the terms of this Agreement to any third party without the prior written consent of the other party; provided, however, that either party may disclose the existence of this Agreement to any third party and either party may disclose the terms of this Agreement:
to legal counsel of the parties;
in confidence, to accountants, banks, and financing sources and their advisors solely for the purposes of a party’s securing financing;
in connection with the enforcement of this Agreement or rights under this Agreement; or
in confidence, in connection with an actual or proposed merger, acquisition, or similar transaction solely for use in the due diligence investigation in connection with such transaction.

(i) In the event that one of the Parties, or anyone to whom Confidential Information is disclosed pursuant to this agreement becomes legally compelled to disclose any of the confidential Information, such party (the "Compelled Party") shall provide the other party with prompt notice so that such other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Article. In the event that such protective order or other remedy is not obtained or in the event that the other Party waives compliance with the provisions of this Article, the compelled Party will furnish only that portion of the Confidential Information which the Compelled Party is legally required to disclose and will seek to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information.



TERM & TERMINATION
The term of this XCELLHOST shall commence on the XCELLHOST effective date and shall renew automatically for successive one (1) year periods unless either party gives the other written notice of intent to terminate and not renew at least ninety (90) days prior to the end of the initial term or any renewal term.

This XCELLHOST may be terminated by either party in the event that such party has the right to terminate the customer Agreement.

Upon termination of this XCELLHOST, Customer shall relinquish use of the Internet protocol addresses or address blocks assigned to it by XCELLHOST in connection with the Services.

Unless and otherwise specified in the Customer Agreement, if after the termination or expiration of the Agreement, the Customer fails to remove all equipment and/or other properties belonging to them from the XcellHost Data Centre premises within 45 days of such termination or expiration, the Customer;
agrees that XcellHost Datacentre may dispose off such property as it deems appropriate and
releases XcellHost Datacentre from any and all liability arising out of such disposal

TERMINATION TRASITION ASSISTANCE:
Upon any notice of termination of this Agreement, to the extent technically feasible, XcellHost shall assist Customer in the migration of the data of Customers that are located on XcellHost’s servers/storage, in a comma separated values file or other format reasonably requested by Customer. If termination of this Agreement is due to XcellHost’s breach, XcellHost shall migrate Customer’s data to a setup as reasonably requested by Customer, at no cost to Customer.

WARRANTY LIMITATIONS
Disclaimer of Actions Caused by and/or Under the Control of Third Parties Except for warranties and representations made herein, XcellHost MAKES NO REPRESENTATIONS AND DISCLAIMS ALL WARRANTIES AND LIABILITY REGARDING THE DATA, PRODUCTS, OR SERVICES OF ANY THIRD PARTY, INCLUDING THE PROVIDERS OF ELECTRICAL OR TELECOMMUNICATIONS PRODUCTS OR SERVICES. CUSTOMER ACKNOWLEDGES THAT AN INTERRUPTION IN THE HOSTING SERVICES DUE TO CIRCUMSTANCES BEYOND THE CONTROL OF XcellHost, SUCH AS A FAILURE OF TELECOMMUNICATIONS SYSTEMS, SHALL NOT BE CONSIDERED A SERVICE OUTAGE FOR PURPOSES OF ANY WARRANTY PROVIDED IN THIS XCELLHOST.

sole remedies to service outage: sole remedy in the event of any service outage, interruption of services due to outages, or other breach of warranty shall be the outage credit provided in this xcellhost. xcellhost and its xcellhosts disclaim any and all other liabilities or remedies for such outages, interruptions, or breach of warranty. customer acknowledges and agrees that the liability of xcellhost and its xcellhosts arising from any such outage, interruption, or breach of warranty shall be expressly limited as set forth in this xcellhost.

MISCELLANEOUS PROVISIONS
NOTICES 
Any notice or other communication required or permitted hereunder shall be sufficiently given if manually delivered or sent by registered or certified airmail or fax or E-mail, and, in the case of airmail, prepaid and directed to the other party at its mailing address first set forth above. Any party may, by giving notice as provided sent by registered or certified airmail shall be deemed to have been given ten (10) days after the date on which it is proved to have been so mailed. Any such notice or communication sent by fax or e-mail shall be deemed to have been given one (1) day after the date on which it is sent and receipt has been confirmed.

GOVERNING LAW
This Agreement and the obligations of the parties hereto shall be interpreted, construed and enforced in accordance with the internal laws of India, without giving effect to the conflict of laws / principles thereof. The Courts at Chennai shall have exclusive jurisdiction over all matters connected with this agreement.

WAIVER
No express or implied consent to or waiver of any breach or default by any party hereto in the performance by the other parties of its obligations under this Agreement shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance by such party of the same or any other obligations of such party under this Agreement. Failure on the part of any party to complain of any act or failure to act or to declare the other party as defaulting, irrespective of how long such failure continues, shall not constitute a waiver against such failing party of the rights of the other party under this Agreement.

SEVERABILITY
If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to any other person or circumstance shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

ENTIRE AGREEMENT – AMENDMENT
This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof. Except as specifically provided herein, neither this agreement nor any provision hereof can be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by all of the parties

TERMINOLOGY
All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural; and the plural shall include the singular. Titles of articles, sections, subsections and paragraphs in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement

COUNTERPARTS
This Agreement can be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall comprise but a single instrument

ASSIGNMENT
This Agreement cannot be assigned by any party hereto without the express written consent of the other two parties

LEGAL FEES
In any legal action brought in connection with this agreement for the operations of the Customer, the prevailing party shall be entitled to recover its legal fees from the non-prevailing parties

FORCE MAJEURE
If the performance of any obligation of any of the parties is prevented or restricted or interfered with by reason of fire, explosion, strike, labor dispute, casualty, riots, sabotage, accident, lack or failure of transportation facilities, flood, war, civil commotion, terror attack, lightning, acts of God, any law, order or decree of any government or subdivision thereof or any other cause similar to those above enumerated, beyond the reasonable control of the party, the party so affected shall, upon the giving of prompt notice to the other parties, be excused from performance hereunder to the extent and for the duration of such prevention, restriction or interference.

INTERPRETATION
No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision

ARBITRATION:
Any dispute and/or difference that may arise between the Parties hereto in regard to this Agreement and/or the arrangement there under, the carrying out of its terms and conditions and/or the interpretation thereof in any way whatsoever shall be referred to the conciliation of any authorized representative of the Parties and a solution shall be sought within 15 days of such referral. In the event of any resolution not being found despite conciliatory efforts, the dispute and/or difference shall be referred to a sole Arbitrator to be mutually appointed by the Parties. In the event of differences on appointment of a sole arbitrator, the Parties agree to appoint three arbitrators, one to be appointed by Customer and another to be appointed by XCELLHOST. The two arbitrators shall appoint the third arbitrator who shall act as the governing arbitrator. The Arbitration proceedings shall be governed by the provisions of the Arbitration and Conciliation Act 1996 and its statutory modification in force for the time being. Language of arbitration shall be English. Place of Arbitration shall be Mumbai




SCHEDULE - A
ON-DEMAND COMPUTE

 

 

 

Definitions. In addition to the other terms defined in the General Terms and Conditions for Delivery of Services and the Service Schedule, the following capitalized terms shall have the following meanings:

Service Overview: XcellHost will provide the On-Demand Compute Service which includes Virtual Machines, Dedicated Hardware, Software Licenses, Network, Security, Storage and various optional services as selected by customer. The Setup is located at one or more of the Data Centres, which location can be changed at the sole discretion of the XcellHost.

“Host Hardware / Server (Host)” means a physical hardware running Hypervisor software to run multiple virtual machines / instances. Host provides the CPU and memory resources to virtual machines running on it as well enable virtual machines access to storage and networks.

“Managed Dedicated Server (MDS)”: XcellHost shall provide the dedicated physical server of subscribed configuration (equivalent or better), defined as the Processor(s), RAM, and other related hardware as well as access to storage, network with perimeter security, Hosting infrastructure, included under the server lease.

“Virtual Private Instance (VPI)”: XcellHost shall provide the Virtual Machine / Instance defined as the virtual Processor(s), RAM, connectivity fabric, and other related components included under the subscribed plan.

“High Available-Virtual Private Instance (HA-VPI)”: means a Virtual Machine / Instance in High Availability architecture. Virtual Private Instance is defined as the virtual CPU/Processor(s), RAM, connectivity fabric, Hosting infrastructure, and other related components included under the subscribed plan. High Availability architecture is defined by minimum system configuration to ensure redundancy at each layer for no single point of failure at site level. High Availability is applicable for single Data Centre facility, and does not include the site level redundancy.

“Virtual Private Server (VPS)”: XcellHost shall provide the combination of Virtual Machine / Instance (defined as the virtual processor(s), RAM) and connectivity fabric, SAN storage space, Internet Data Transfer, Hosting infrastructure, Security, and other related components included under the subscribed plan.

“High Available Virtual Private Server (HA-VPS)”: means a Virtual Private Server in High Availability architecture. XcellHost shall provide the combination of Virtual Machine / Instance (defined as the virtual processor(s), RAM) and connectivity fabric, SAN storage space, Internet Data Transfer, Hosting infrastructure, Security, and other related components included under the subscribed plan. High Availability architecture is defined by minimum system configuration to ensure redundancy at each layer for no single point of failure at site level. High Availability is applicable for single Data Centre facility and does not include the site level redundancy.

Network Connection: Customer will have access to the Service through the Internet or the Customer’s VPN. XcellHost will provide bandwidth between the Hosting Centres for purposes of Customer’s system administration. However Customer will provide, at its sole expense, all connections and bandwidth needed in order to enable it to interconnect with and use the Service.

Network Connection: Customer will have access to the Service through the Internet or the Customer’s VPN. XcellHost will provide bandwidth between the Hosting Centres for purposes of Customer’s system administration. However Customer will provide, at its sole expense, all connections and bandwidth needed in order to enable it to interconnect with and use the Service.

Self-Service Administration Portal: XcellHost will provide secure web-based online self-service administration portal that enables authorized Customer administrators to perform certain administration tasks with respect to the Service.

System Back-up: XcellHost will perform backup of complete setup as per the defined policy to ensure the availability of Systems. The backup policy is to take an incremental daily back-up, and retain the daily back-up for one week. In addition to the incremental daily back-up, a full back-up will be performed on a weekly basis and retained by XcellHost for two weeks. A monthly back-up will also be performed and will be retained for one month. System Backup is undertaken by XcellHost to ensure high availability of infrastructure.

Restoration Services: The restoration of System Back-up will be provided in following manner.

Restoration activity required due to failure of XcellHost’s systems or any component offered by XcellHost as part of the service. All such restoration will be done by XcellHost at no cost to customer and will be considered as System Restoration Activity.

Any Restoration of data required at customers request for component failure or data loss arising out of customer specific issue / negligence. Customer specific restoration will be undertaken on the receipt of customer request for such activity and will attract nominal Restoration Fee.

XcellHost does not guarantee Restoration of data outside of its backup retention periods. The Restoration of data is provided on best effort basis.

Customers, who wish to take separate backup on Tapes for longer retention or Host level backup, needs to subscribe Backup Services as Add-on component.

On-Demand Storage: XcellHost will provide storage on its Enterprise grade unified (SAN / NAS) storage platform with enterprise security and associated storage fabric connectivity. On-Demand Compute setup is pre-configured and pre-built to offer highly redundant, unified SAN / NAS storage environment to MDS / VPS / VPI.

Managed Switch: XcellHost will offer managed switch as part of On-Demand Compute setup to provide controlled access to servers, storage, and networks. The managed switch offering includes security and configuration flexibility specific to customer requirements, as defined in the subscribed plan.

Managed Connectivity: XcellHost will offer managed router interface both on Virtual Dedicated as well as Logical Segregated mode for termination of Customer VPN, Leased Line or other network connections. The Managed Router offering supports multiple network interface and throughput levels, as per the subscribed plan.

Monitoring and Management: XcellHost will perform proactive monitoring of complete On-Demand Compute setup.

Service Availability Guarantee. The Availability Guarantee for On-Demand Compute shall vary for (i) Service without High Availability feature; and (ii) Service with High Availability feature, as follows:

On-Demand Compute without High Availability Feature -

 

For Severity Level 1:


SLA Adherence (%)Service Outage Duration (in Hours) in a Month Rounded off to nearest hourODC Service Outage Credit
> 99.5%Less than 4 HoursNo Credit
< 99.5%4 – 8 Hours5% of MRC
< 99.0%8 – 15 Hours10% of MRC
< 98.0%15 – 22 Hours15% of MRC
< 97.0%22 – 24 Hours20% of MRC

For Severity Level 2:


Performance GuaranteePerformance Outage Duration (in Hours) in a monthODC Service Outage Credit
> 98.0%< 12No Credit
< 96.0%12 – 245% of MRC
 Above 24 hour10% of MRC

(ii) On-Demand Compute with High Availability Feature

For Severity Level 1:


Availability GuaranteeService Outage Duration (in Hours) in a monthODC Service Outage Credit
> 98.9%Less than 1 HourNo Credit
< 96.9%1 – 4 Hours5% of MRC
< 99.5%4 – 8 Hours10% of MRC
< 99.0%8 – 15 Hours15% of MRC
< 98.0%15 – 22 Hours15% of MRC
< 97.0%22 – 24 Hours20% of MRC

For Severity Level 2:


Performance GuaranteePerformance Outage Duration (in Hours) in a monthODC Service Outage Credit
> 98.0%< 12No Credit
< 96.0%12 – 245% of MRC
 Above 24 hour10% of MRC


 

SCHEDULE - B
ON-DEMAND STORAGE

 

Definitions. In addition to the other terms defined in the General Terms and Conditions for Delivery of Services and the Service Schedule, the following capitalized terms shall have the following meanings:

Service Overview : XcellHost On-Demand Storage Service offers unified (SAN/NAS), integrated, information-focused, storage infrastructure on flexible need based cost, with enterprise security and high availability guarantee.

“Host Setup (Host)” refers to customers server hardware with compatible HBAs (Host Based Adapters), which requires to connect to XcellHost OnDemand Storage setup. The Host Setup may operate diverse environment, including Windows, VMware ESX, Citrix Xen Server, UNIX flavors (HP-UX, IBM AIX, Sun Solaris), Linux (Red Hat Linux) and other industry standard operating systems. Application or Database running on above Operating Systems can also avail the On-Demand-Storage services.

“Unified Storage Fabric (Fabric)” means unified, redundant connectivity fabric which enables customers host setup to connect with On-Demand Storage platform. The Unified Storage Fabric offers combination of fully redundant 4/8 Gbps FC (Fiber Channel) fabric, a multi-Gbps iSCSI Ethernet fabric, and FCOE fabric, as per customer choice and plan subscription. Customer is responsible for providing the compatible HBA for connecting the Host Setup with requisite Storage Fabric interface.

“Network Attached Storage (NAS)” – The Network Attached Storage solution offers file level access through NFS / CIFS shares mounting to the Host through Storage Fabric connectivity. End-to-end redundant path shall be offered to match the assured high-availability.

“On-Demand Storage Pool” – The storage capacity will be provisioned to the Host from the dynamic storage pool as per the subscribed plan. Storage capacity can be added as well as removed, as per business need. Adequate storage security measures are undertaken by applying customized security policies, zoning, user authentication & auditing mechanisms. Reporting of allocated volume size and file / directory utilization is offered through on-line customer portal.

“Storage Tiers” – refers to the four packages (Performance, Enhanced, Standard, Economy) available under On-Demand Storage Service, with customized specifications to meet different data storage needs as per SOF.

Hardware (iSCSI HBA) and Software iSCSI Initiator support – means support for standard hardware iSCSI Initiators as listed in the XcellHost’s HBA compatibility matrix and also support for software iSCSI Initiator supplied by the operating system vendors.

Cross Tier Storage Migration – Allows customer to migrate the storage between Tiers based on the performance needs.

Storage Monitoring & Management – The entire storage platform is monitored and managed by a dedicated team of storage administrators 24/7 – 365 days assuring response and resolutions as per the SLA.

Storage Reporting – Periodic performance and utilization reports shall be sent to the Customers and the instant notifications shall be escalated in case of a threshold exceed.

Firewall Protection: XcellHost will provide adequate perimeter firewall protection to ensure that the Service operates in a secure environment. XcellHost will implement and manage firewall policy / security rules to protect the Service from inappropriate use by Users and third parties, as per the filtering rules set by Customer.

Self-Service Administration Portal: XcellHost will provide secure web-based online self-service administration portal that enables authorized Customer administrators to perform certain administration tasks with respect to the Service.

Service Availability Guarantee. The Availability Guarantee for On-Demand Storage (ODS) is as follows:

For Severity Level 1:

Availability GuaranteeService Outage Duration (in Hours) in a month ODS Service Outage Credit
> 99.95%Less than 0.30 MinutesNo Credit
< 99.95%30 Minutes – 1 Hour5% of MRC
< 99.9%1 – 4 Hours10% of MRC
< 99.5%4 – 8 Hours15% of MRC
< 99.0%8 – 15 Hours15% of MRC
< 98.0%15 – 22 Hours15% of MRC
< 97.0%22 – 24 Hours20% of MRC

 

For Severity Level 2:

Availability GuaranteeService Outage Duration (in Hours) in a month ODS Service Outage Credit
> 98.0%< 12No Credit
< 96.0%12 – 245% of MRC
 Above 24 hour10% of MRC

 

 

SCHEDULE - C
HOSTING PROFESSIONAL SUPPORT SERVICES

 

XcellHost's Hosting Professional Support (HPS) service offerings for Data Centre customers includes Operating Systems Management, Database Management, Managed Security Services, Network Management Services, Mail Management Services, Backup and Disaster Recovery Services and Technical Support Services.

This Hosting Professional Support Services (HPS) is applicable only to Service Order Forms for Data Centre- Managed Services which have been subscribed by Customer and accepted by XcellHost in accordance with, and subject to the Terms and Conditions for Delivery of Services.

"Service Window": XcellHost will provide 24x7 support for the proposed engagement.

“XcellHost Portal and Monitoring”: XcellHost is XcellHost’s service portal offering and will be a single point for information on customer’s infrastructure that is being managed. The portal offers access to trouble ticket & change management systems, events, inventory and SLA performance reports.

“Proactive Monitoring”: XcellHost will provide Customer with proactive monitoring services out of its Global Management Operations Center (GMOC). Key tasks executed part of the proactive monitoring services include: a) Monitoring of the in-scope infrastructure.

Recording of incidents and problems reported by users and the monitoring tools on the trouble ticket system available on XCELLHOST.

Monitoring the progress of the incidents and problems recorded and ensuring that they are resolved on time.

Carrying out incident notification and escalations to defined designated contacts.

Periodic trend analysis and capacity requirement identification and notifications.

“Technical support Services”: XcellHost will ensure availability of technical support services for managing incident, problem and change management processes. Skilled resources relevant to Customer’s environment will be made available.

Scope of Hosting Professional Support Service: The Service consists of the following components as per the subscribed plan, as specified in the Order Form. The detailed management task list is captured in Hosting Professional Support Service Descriptor and is subject to change as defined by XcellHost time to time.

“Management Tasks”: means the tasks and schedule of activities covered under specific service management. The detailed management task list is captured in Hosting Professional Support Service Descriptor and is subject to change as defined by XcellHost time to time.

“Server and OS Management”: XcellHost will provide technical support for Customer’s server hardware and operating system. XcellHost will also monitor the server and critical availability and performance attributes.

“Database Replication, Monitoring and Management”: XcellHost will provide technical support for database management, availability and performance attributes, as per the plan subscribed and defined in Hosting Professional Support Service Descriptor.

“Backup and Restore Services”: XcellHost will provide support for monitoring and managing server backup processes. XcellHost will be responsible for the following as part of the backup management process:

Monitor successful completion of backup processes based on a defined policy provided by Customer

Fix backup errors and re-run or re-schedule at later times

Configure backup policy changes as required by Customer

Onsite backup media management

Provide offsite tape movement services

Carry out periodic restorations based on the restoration policy defined by Customer

“Mail Management Services”: XcellHost will provide mail management services whereby XcellHost will be responsible for managing availability and performance of the e-mail infrastructure. XcellHost will also provide end-to-end support, right from resolving problems to managing the e-mail infrastructure. The indicative list of management tasks is provided in Professional Support Service Descriptor.

“Network and Security Management Services” XcellHost will provide support for network and security management and ensure maximum availability and performance and ensuring proper coordination for resolving WAN related problems. The scope may include: a) Maintaining an up to date network diagram

Maintaining LAN device configuration and backup

Maintaining LAN device configuration and backup

“Antivirus Management” XcellHost will perform the activities related to the scope of service for Anti Virus Management services. XcellHost will also act as the single point of contact for vendor co-ordination to resolve failures, provide support for upgrades and new installations.

“Incident and Problem Management Process”: XcellHost will follow the problem management process and provide level II support for resolving problems identified in the in-scope infrastructure. As part of the problem management process XcellHost will:

Investigate and diagnose the problems reported. a) Perform root cause analysis.

Provide temporary fixes to problems and also work on permanent solutions.

Raise changes requests for providing permanent solutions to problems identified on the in-scope security infrastructure.

“Change Management Process”: XcellHost will raise change requests for carrying out configuration changes and maintenance of the in-scope infrastructure. XcellHost will obtain the approval from a predefined distribution list at Customer, before carrying out any changes. XcellHost will use the change management system available on XcellHost.

“Reporting”: Weekly and monthly reports on the events that have occurred, fixed and information on the response, resolution including SLA performance reports will be made available online on XcellHost. XcellHost will during the transition phase agree on the reporting requirements and methods with Customer.

“Service Availability Guarantee”: The Maximum Service Level Attributes shall be as follows:

 

SLA Adherence (%)SLA AttributeSLA IndicatorsDescription
> 99.5%Incident response time (Mean Time To Respond)

Severity 1 - 15 min

Severity 2 - 30 min

Severity 3 - 120 min

Response Time
Incident / Problem resolution (Mean Time To Resolve)

Severity 1 - 15 hours

Severity 2 - 30 hours

Severity 3 - 120 hours

Resolution Time

 


(a) For Data Centre Network Services (Router / Acceleration Layer):

Availability GuaranteeService Outage Duration (in Hours) in a month HPS Service Outage Credit
> 99.5%Less than 4 HourNo Credit
< 99.5%4 – 8 Hours5% of MRC
< 99.0%8 – 15 Hours10% of MRC
< 98.0%15 – 22 Hours15% of MRC
< 97.0%22 – 24 Hours15% of MRC



 

SCHEDULE - D
DATA CENTRE NETWORK SERVICES

 

XcellHost's Data Centre Network (DCN) service offerings for hosting customers includes Internet Connectivity, Routing or WAN Edge layer, and Application Network Acceleration Services layer.

This Data Centre Network service is applicable only to Service Order Forms for Data Centre- Managed Services which have been subscribed by Customer and accepted by XcellHost in accordance with, and subject to the Terms and Conditions for delivery of services.

"Data Centre Network (DCN) Services": DCN services collectively includes Virtualized Network elements for the WAN edge, and the Application Network Acceleration layer. The service is offered on XcellHost’s carrier grade routing, UTM and Acceleration platform with both managed as well virtualized option.

“Managed Router Services (mRouter)”: provides means for terminating customer’s own intranets and extranets through VPN, Internet or direct leased lines at XcellHost Data Centre. The service supports termination of Ethernet media and different layer 2 modes – PPP, HDLC, FR and Ethernet [with 802.1q] circuits. The service is managed by XcellHost Technical team.

“Virtualized Router Services (vRouter)”: provides virtual dedicated instance of routing setup for terminating customer’s own intranets and extranets through VPN, Internet or direct leased lines at XcellHost Data Centre. The service supports termination of Ethernet media and different layer 2 modes – PPP, HDLC, FR and Ethernet [with 802.1q] circuits. XcellHost Technical team manages the setup, and customer has logical access to the system resources.

“Managed Local Load Balance (mLLB) Services”: provides means for automatically distributing incoming application traffic across multiple compute instances. Load Balancing detects the health of pre-configured Compute instances and spreads the load across the Compute instances based on various parameters (health, IP, etc.), as defined by customer.

“Virtualized Local Load Balance (vLLB) Services”: provides virtual dedicated instance of Local load balance service for automatically distributing incoming application traffic across multiple compute instances. Load Balancing detects the health of pre-configured Compute instances and spreads the load across the Compute instances based on various parameters (health, IP, etc.), as defined by customer. The service offers logical access to the configured infrastructure to customer.

“Virtualized SSL Acceleration (vSSLACCL) Services”: provides virtual dedicated instance of SSL Off-load for offloading the encryption and decryption of SSL traffic from compute resources.

“Data Centre Internet (IP) Services”: means Data Centre Network backbone to offer Internet connectivity to customer setup for providing Public IP connectivity. The Data Centre network backbone is built around high capacity, redundant and robust multiple carrier links to offer seamless access to hosted setup. The Data Centre network backbone also interconnects with all the XcellHost Data Centre’s and peering relationships with other service providers in India. The Internet connectivity to Data Centre customers is provided via Ethernet drop connecting to Data Centre Internet Connectivity through access switches.

Customer must commit to a minimum bandwidth or Committed Information Rate (CIR) in Mbps or minimum data transfer per month. XcellHost may elect to apply rate-limiting technology, if required, to restrict bandwidth of burstable or volume based subscription, in order to prevent negative impact to other customer’s network availability.

Fixed bandwidth Internet Service: provides capped bandwidth in per Mega bits per second (Mbps) to connect customers hosted setup to the public Internet. Customer must commit to a minimum bandwidth or Committed Information Rate (CIR) in Mbps. Bursting bandwidth is supported upto 4 times over the CIR provided the Ethernet media is supporting. Burstable bandwidth will be charged based on 95th percentile charging method, as further described.

8.1 95th Percentile: XcellHost will collect the sample of bandwidth used in defined time intervals (in five (5) minute intervals) for both inbound and outbound traffic. The top 5% of the sample size of the total sample size over calendar month is removed. The next highest sample after the removal of top 5% is the 95th percentile sample for the month. The highest 95th percentile sample between inbound and outbound samples is considered the sustained usage level for billing purpose.

Volume based Internet Service – provides Internet connectivity to customers servers on data transfer model where data volume is measured as traffic per Giga Byte (GB) per month from the server segment to Internet (Outbound) and Internet to server segment (Inbound). Customer must commit to a minimum amount of data transfer per month in GB. Volume based bandwidth will be charged based on the cumulative amount of Inbound and Outbound data transferred in a month.

Data Centre Internet “Outage”– The Data Centre network outage is defined as any occurrence within the XcellHost Data Centre Backbone or XcellHost Datacenter Infrastructure that results in 100% packet loss to the Customer for more than 5 minutes out of any 24 hour period. The demarcation for Internet network is the port on the XcellHost Datacenter Access Switch on the customer side and XcellHost peering edge on the Internet side. The SLA includes all of the Datacenter Infrastructure including Managed Virtualized Router and Acceleration service, as well as the XcellHost IP Backbone including provider routers, switches, local loops and cabling. Network downtime exists when a particular customer is unable to transmit and receive data and XcellHost records such failure in the XcellHost trouble ticket system. Any malfunctioning of customer equipment or abnormal traffic generated from customer network that causes the outage shall not be covered in the SLA.

“Technical support Services”: XcellHost will ensure availability of technical support services for managing incident, problem and change management processes. Skilled resources relevant to Customer’s environment will be made available.

“Reporting”: Weekly and monthly reports on the events that have occurred, fixed and information on the response, resolution including SLA performance reports will be made available online on XcellHost. During the transition phase, XcellHost will agree on the reporting requirements and methods with Customer.

Service Availability Guarantee. The Availability Guarantee for Data Centre Network Services is as follows:


(a) For Data Centre Internet Service:

Availability GuaranteeService Outage Duration (in Hours) in a month ODS Service Outage Credit
> 99.95%Less than 0.30 MinutesNo Credit
< 99.95%30 Minutes – 1 Hour5% of MRC
< 99.9%1 – 4 Hours10% of MRC
< 99.5%4 – 8 Hours15% of MRC
< 98.0%15 – 22 Hours15% of MRC
< 97.0%22 – 24 Hours20% of MRC

(b) For Data Centre Network Services (Router / Acceleration Layer):

Availability GuaranteeService Outage Duration (in Hours) in a month ODC Service Outage Credit
> 99.9%Less than 1 HourNo Credit
< 99.9%1 – 4 Hours5% of MRC
< 99.5%4 – 8 Hours10% of MRC
< 99.0%8 – 15 Hours15% of MRC
< 98.0%15 – 22 Hours15% of MRC
< 97.0%22 – 24 Hours20% of MRC



 

SCHEDULE - E
DATA CENTRE SECURITY SERVICES

 

XcellHost's Data Centre Security (DCS) service includes perimeter security (firewall / UTM), DDoS, Web Integrity Checking and FortKnox service (including OS hardening, VA/PT, etc.).

This Data Centre Security service is applicable only to Service Order Forms for Data Centre- Managed Services which have been subscribed by Customer and accepted by XcellHost in accordance with, and subject to the Terms and Conditions for delivery of services.

"Data Centre Security (DCS) Services": DCS service provides end-to-end security of customer’s hosted setup in XcellHost Data Centre from perimeter (Managed / Virtualized Firewall/UTM) up to Host level. The service offering includes wide range of security offering to detect and mitigate vulnerability across the environment, as defined below.

“Managed Firewall Services (mFirewall)”: provides a zone based stateful firewall/UTM service to the hosted setup of customer in XcellHost Data Centre. The service is based on carrier grade Unified Threat Management (UTM) infrastructure in high availability mode and includes inspection of inbound and outbound data traffic flow of servers with rule sets (policy) that restricts or allows the access, and correspondingly logging the traffic flow information and decision made as per the rule set or policy.

“Virtualized Firewall Services (vFirewall)”: provides virtual dedicated instance of stateful firewall service to the hosted setup of customer in XcellHost Data Centre. The service is delivered on carrier grade Unified Threat Management (UTM) infrastructure in high availability mode and includes inspection of inbound and outbound data traffic flow of servers with rule sets (policy) that restricts or allows the access, and correspondingly logging the traffic flow information and decision made as per the rule set or policy.

“Distributed Denial of Service (DDoS)” means attacks that target customers web sites, hosted applications, systems and network infrastructure with the intent to absorb all available bandwidth, thereby disrupting legitimate network services to customers, partners and employees.

“Distributed Denial of Service “DDoS” Detection and Mitigation Service “DDoS-D&M”: provides network-based DDoS anomaly identification, notification and mitigation protection. XcellHost Detection Service layer examines Customer’s traffic flow data across the XcellHost network for each address identified by Customer. If a DDoS attack is detected, the traffic is routed to a set of DDoS mitigation devices where the DDoS attack packets are identified and dropped while the valid traffic is passed to Customer. XcellHost Security Operations Center (SOC) in Chennai, India, monitors customer Internet traffic on a 24x7 basis. The Detection service analyses IP backbone traffic patterns and creates a “baseline” or threshold of expected traffic patterns and values. The Detection service can then differentiate anomalous traffic in relation to the established values and provide reports and alerts accordingly.

Security Incident Notification: means identification and notification of security incidents that XcellHost SOC team will identify based on the customer’s business requirements, network configuration, and security agent configuration. All events are classified as Severity 1, 2 and 3 level Security Incidents based on security agent event data received by the S-SOC.

Security Incident Response: means timely response to Security Incidents for all identified Security Incidents of within defined time frame. XcellHost SOC team will contact the customer’s Security Contact(s) by telephone for Severity 1 Incidents and via email for Priority 2 and 3 Incidents. During a Severity 1 Incident escalation, XcellHost will continue attempting to contact the Security Contact(s) until a contact is reached or all escalation contacts have been exhausted.

“Fortknox Service”: provides suite of security service package bundled to deliver a comprehensive security review and assessment of customer environment hosted in XcellHost Data Centre. Security exposures and risks are identified within a customer's network and system using industry standard tools. The Fort Knox service package comprises of the following services:

  • Operating System Hardening
  • Vulnerability Assessment
  • Port Scanning
  • Patch Management
  • IDS / IPS Monitoring
  • Syslog Monitoring
  • Configuration checks
  • Conduit review
  • Penetration Testing

 

“Operating System ‘OS’ Hardening”: provides the comprehensive security check of the operating system environment against the best practices mentioned in the advisories released by CERT (Computer Emergency Response Team) and other well-known vendors. XcellHost SOC team engages with customer to ensure that the system is hardened and is not venerable to any loopholes. The process of hardening will be carried out with the customer approval on the Initial Recommendations report, which details all vulnerable ports or services running in the server. Reports on patch status and vulnerability assessment will also be sent to the customer as they form an integral part of the hardening technique. OS Hardening is a onetime activity done on the server before it moves into production and is undertaken with each reinstallation or new server movement.

Vulnerability Assessment “VA”: provides comprehensive vulnerability discovery, prioritization, remediation, dynamic protection, verification, and customizable reporting via internal/external scanning combined with Web-driven case management workflows. XcellHost SOC team will undertake Vulnerability Assessment of customer environment on monthly basis. After the analysis of the vulnerabilities, recommendations are communicated to the customer on a monthly* basis as part of the Executive Summary Report “ESR” schedule through email.

Port Scanning: provides discovery, remediation of threats associated with the applications or services running using the ports on the server. Server port scanning process is carried out once in 7 days after previous port scan activity. The customer would be communicated immediately if there are any vulnerable ports are open. The port scan report will be part of the executive summary report; which is sent to the customer on a monthly* basis through e-mail.

Patch Management: provides systems management that involves acquiring, testing, and installing multiple patches to an administered computer system. Patch management tasks include: maintaining current knowledge of available patches, deciding what patches are appropriate for particular systems, ensuring that patches are installed properly, testing systems after installation and maintaining a patch test report.

Intrusion Detection / Prevention Service “IDPS”: provides organizations with 24x7 monitoring of logs generated by IDPS to detect any malicious or illegal network traffic or attacks. XcellHost SOC teams monitoring and support of the network intrusion detection and protection devices early-warning global threat visibility, event monitoring, correlation and attack recognition to provide thorough and accurate incident detection and escalation. The traffic pattern is analyzed 24 x 7 to differentiate between the false positives and the real alerts. XcellHost SOC team intimates customers about any unusual traffic pattern and as a security measure it is blocked at the firewall level.

Syslog Monitoring: Syslog monitoring is the real time monitoring of events generated. The events or logs include system, security and application logs. XcellHost SOC team will perform analysis of logs during monitoring and will communicate to the customer, if any critical events are found. Critical syslog event and recommendation are sent in e-mail during the months ESR.

Conduit Review: provides verification of the firewall policies applied in the firewall for a customer. The conduit review is done on a monthly basis to identify the changes which might have taken place after the last review. The customer is notified for any critical findings during the review.

Penetration Testing “PT”: provides localized, time-constrained and authorized attempt to breach the architecture of a network and system using attacker techniques. Our Penetration Testing relates the most accurate and comprehensive view of an organization's information security stance, as it evaluates the entire system, exploiting vulnerabilities to determine how an unauthorized user can gain control of information assets. Penetration test is carried out in the customer servers once in a quarter with prior customer consent.

Web Integrity: provides security to the web servers exposed to public network by checking various parameters of web servers on periodic basis. The Web Integrity protection service is based on leading tools to do comprehensive security review of web server stance and XcellHost SOC teams expertise to analyze and exploit any vulnerability in the code of web application. The service offers comprehensive checking of various parameters including Version Check, CGI Tester, Parameter manipulation, Mulitrequest parameter manipulation, File checks, File uploads, Directory checks, Text search, Weak passwords, GHDB Google Hacking Database, and Port scanner and network alerts.,

Executive Summary Report “ESR”: The Fortknox Executive summary report is a report on the services offered to a customer on a monthly basis. The report is a comprehensive report of all the Fortknox services (activities) performed on the customer server in a month.

Security Incident Notification: means identification and notification of security incidents that XcellHost SOC team will identify based on the customer’s business requirements, network configuration, and security agent configuration. All events are classified as Severity 1, 2 and 3 level Security Incidents based on security agent event data received by the S-SOC.

Security Incident Response: means timely response to Security Incidents for all identified Security Incidents of within defined time frame. XcellHost SOC team will contact the customer’s Security Contact(s) by telephone for Severity 1 Incidents and via email for Priority 2 and 3 Incidents. During a Severity 1 Incident escalation, XcellHost will continue attempting to contact the Security Contact(s) until a contact is reached or all escalation contacts have been exhausted.

Policy Change Request Acknowledgement: means the acknowledgement of receipt of customer’s policy change request.

Policy Change Request Implementation: means the timely implementation of customer’s change request, subject to availability of information required to effect the changes.

“Reporting”: Daily, weekly and monthly reports on the events that have occurred, fixed and information on the response, resolution including SLA performance reports will be made available online on XcellHost. Executive Summary Report will be sent via email to the customers designated contacts.

XcellHost Infrastructure Security measures: XcellHost carries out regular network / Infrastructure vulnerability assessments, covering all aspects of the network and platform elements. Internal mechanism is in place to test the adequacy of security controls in the transmission environment.

Physical Infrastructure Security: All our network and Data Centre facilities are monitored through security cameras and CCTV consoles and are guarded 24x7 by trained security personnel. Proximity controllers are deployed at different access points like facility entrance, network/communication areas and employee work areas. Biometric access controllers are deployed at high security zones. Access restrictions to Network and IT services are deployed. Only authorized personnel with business needs are granted access, through proper login procedures.

Logical Infrastructure Security: XcellHost has controls deployed on all of its Data Centre- Managed Services platform and networks. Privileges for configuring VAS components are limited to authorized personnel within network operations centres. All events are logged and reviewed periodically.

Service Availability Guarantee: The Availability Guarantee for Data Centre Security Services is as follows:

For Data Centre Security Service: Response Time and Resolution Time

Service ParameterSLA AttributeSLA IndicatorsGuarantee
XCELLHOST Portal Availability GuaranteeXCELLHOST Web portal availability24x724x7 on the web
Data Centre
Security Services
Security Incident Response TimeSeverity 1
Severity 2
Severity 3
15 minutes
30 minutes
120 Minutes
Proactive System Monitoring24x7Real time – 24x7
Policy Change Request Acknowledgement24x7Within 2 hours of request receipt
Policy Change Request ImplementationSeverity 1
Severity 2
Severity 3
Within 8 hours of receipt Within 24 hours of receipt
Fortknox ElementsESR (Executive Service Report)MonthlyEvery Month
Operating System HardeningOne timeFirst time and as and when new system is added
Vulnerability AssessmentMonthlyEvery Month as defined
Port ScanningWeeklyOnce in every 7 days or as specified in schedule
IDS / IPS Monitoring24x7Real time – 24x7
Configuration checksFortnightEvery 15 days
Conduit reviewMonthly 
Penetration TestingQuarterlyOnce in every 3 months as per customer consent at additional cost.
Dedicated Security Appliances / Components Response / Resolution Time24x7As specified in matrix above

Note:

The Security Contact(s) of customers on Severity Level 1 will be notified within fifteen (15) minutes.

XcellHost will contact the customer’s Security Contact(s) by a method elected by XcellHost (telephone, email, or electronic response via the XCELLHOST Portal).

For Distributed Denial of Service “DDoS” Detection and Mitigation Service:

There are three different SLAs which apply to the DDoS D&M service. These are:

  • Monitoring and Attack Notification
  • Service Availability Guarantee for Mitigation Protection

 

Service ParameterSLA AttributeSLA IndicatorsAvailability Guarantee
Distributed Denial of Service “DDoS” Detection and Mitigation ServiceMonitoring24x7 real time monitoring> 99.5%
Attack Notification15 minutes after a successful DDoS detection > 99.5%

Note:

TheService Availability Guarantee for Scrubbing Device(s) SLA ensures the Availability of the Scrubbing Device(s) to mitigate DDoS Attacks ensuring customer’s network function correctly. .

Service Availability Guarantee for Mitigation Protection

If in any month Service Availability is not fully available for a particular Qualifying Site, the customer will be eligible to a Service Credit equal to the percentage of the Monthly Recurring Charge (“MRC”) for the Service at the affected Qualifying Site

The Time to Mitigate SLA is intended to guarantee that identified DDoS attack(s) is mitigated timely. This ensures that the customer’s network suffer minimal disruption and is able to recover from an attack promptly.

Service ParameterSLA AttributeSLA IndicatorsAvailability Guarantee
Mitigation ProtectionAvailability of Scrubbing Device24x7> 99.5%
Threat Mitigation (High/Critical Alerts)Mitigation will begin within 30 minutes of Customer concurrence on a detected DDoS threat> 99.5%

For Data Centre Security Service: Availability and Service Credit

Below Availability Guarantee and Service Outage credit applies to all the services covered under Data Centre Security Services. The availability guarantee will apply as specified for specific components.

 

Service ParameterService Outage Duration (in Hours) in a month ODC Service Outage Credit
> 99.5%Less than 4 HoursNo Credit
< 99.5%4 – 8 Hours5% of MRC
< 99.0%8 – 15 Hours10% of MRC
< 98.0%15 – 22 Hours15% of MRC
< 97.0%22 – 24 Hours20% of MRC

 

IN WITNESS WHERE OF, the Parties have caused this Agreement to be executed by a duly authorized officer in duplicate as of the date first above written.

XcellHost Cloud Services Private Limited Customer Name

Desktop-As a-Service


A.Service Level.
1. Service Commitment
XcellHost will make diligent efforts to make the Monthly Uptime Percentage for the availability of the Hosted Virtual Desktop Service to any End User at least 99.9% during any calendar month (the “Service Commitment”).
If XcellHost does not meet the Service Commitment, Company will be eligible to receive a Service Credit as described below. Notwithstanding the foregoing, if the average Uptime Percentages over two or more consecutive calendar months is less than 99.5%, and unavailability of Services is not due to Company, then Company shall have the right to terminate this Agreement upon written notice to XcellHost without further obligation to XcellHost except for payment of outstanding fees for Services rendered. If Company terminates this Agreement for such reason, XcellHost shall refund Company for any prepaid but unused Services.

2. Definitions
Monthly Uptime Percentage is calculated by subtracting from 100% the Monthly Downtime Percentage. The Monthly Downtime Percentage is calculated by dividing the number of minutes that the Hosted Virtual Desktop Service is Unavailable during the month by the number of minutes in a thirty day month as adjusted for a partial calendar month, and converting that fraction to a percentage. Monthly Downtime Percentage calculations exclude downtime resulting from any SLA Exclusions.
Unavailable is defined as “Hosted Virtual Desktop” cannot be reached by any End Users.
A “Service Credit ” is a dollar credit, calculated as set forth below, that will be credited to Company’s account as set forth below.

3. Service Credits
Service Credits are calculated as a percentage of the total charges paid by Company to XcellHost for the billing cycle in which the error occurred in accordance with the schedule below.

If the Monthly Uptime Percentage is:

Equal to or greater than 95% but less than 99.9%10% (of the monthly fee)
Less than 95%25% (of the monthly fee)

XcellHost. A Service 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. Unless otherwise provided in the Subscription Agreement, Company’s sole and exclusive remedy for any unavailability, non-performance, or other failure by XcellHost to provide service is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA or termination as set forth in Section A. 1..

4. Requesting and Receiving the Service Credit
To receive a Service Credit, Company must submit a claim by sending a request for Service Credit to servicecredit@XcellHost.com . To be eligible, the credit request must be received by XcellHost within ninety days of when the downtime in the claim first occurred and must include:
The words “SLA Credit Request” in the subject line;
Company’s logs that indicate the dates and times of each incident of downtime that Company is claiming to document the errors and corroborate the claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).
If the Monthly Uptime Percentage applicable to the month of such request is confirmed by XcellHost and is less than the applicable Service Commitment, then XcellHost will issue the Service Credit to Company within one billing cycle following the month in which Company’s request is confirmed by XcellHost. Company’s failure to provide the request and other information as required above will prevent Company from receiving a Service Credit.

5. Exclusions
The Service Commitment does not apply to any unavailability, suspension or termination performance issues of the XcellHost DaaS Services: (i) due to scheduled or critical systems maintenance activities; (ii) that result from a suspension of the Subscription Agreement; (iii) caused by factors outside of XcellHost’s reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of DaaS Service; (iv) that result from any actions or inactions of Company or any third party; (v) that result from Company’s equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within XcellHost’s direct control); or (vi) arising from the Inactive status of a Hosted Virtual Desktop; or (vii) arising from XcellHost’s suspension and termination of Company’s right to use the XcellHost DaaS Services in accordance with the Subscription Agreement (collectively, the “Exclusions”).

B. Incident Response.
1. General Information

 Standard Support PlanPremium Support Plan
Company Service and Communities 24 x 7 access to documentation, whitepapers, and support forums24 x 7 access to documentation, whitepapers, and support forums
Technical SupportStandard business hours** access to Support Engineers via email24 x 7 access to Support Engineers via email & phone
Who can open casesDesignated Company Contacts Designated Company Contacts
Case Severity response time Normal < 12 business hours
Low < 24 business hours
Critical < 1 hour
Urgent < 4 hours
Normal < 12 hours
Low < 24 hours
Software MaintenanceIncludedIncluded
PricingIncludedAs set forth on the Order Form
Support Severity LevelDefinition
Critical“Critical”
Incident means an Error causing catastrophic failures that severely impact the Company’s ability to conduct business. Company’s systems are down or not functioning and business operations are severely disrupted.
Urgent“Urgent”
Incident means an Error causing major functionality to be degraded in which the Company’s operation is disrupted but there is an ability to remain productive and maintain necessary business-level operations.
Normal“Normal”
Incident means an Error causing partial loss of non-critical functionality.The Error impairs some operations but the Company can continue to function.
Low“Low”
Incident means a general usage question, cosmetic issues, request for future product enhancements or modifications

* We will make every reasonable effort to respond to your initial request within the corresponding time frames. Incident requests that are created after XcellHost business hours, as may be appropriate, will be handled on the next business day.
** XcellHost standard business hours are M – F 10 AM – 8 PM GMT Time
Severity Levels

C. Process.
a. First Response to Incidents. Company’s End User may make an initial inquiry regarding the operation of the Hosted Virtual Desktop Services generally or an incident requiring technical support for the Hosted Virtual DesktopServices, (each an “Incident”) For each Incident submitted to Company by a Company’s End User, Company will have the obligation to provide the necessary response or technical support directly to the End User, Company shall diligently attempt to resolve Incidents. (level 1 “Support”) Only after an unsuccessful attempt at resolving an Incident and after Company reasonably determines that the Incident reported by Company is due to a failure of the Hosted Virtual Desktop Services Company may submit the Incident to XcellHost’s support. Company shall designate support contacts (each so designated a “Designated Company Contact”) for solving support issues with XcellHost. A Designated Support Contact may report the issue to XcellHost by initiating and submitting a technical support request via a XcellHost contact mechanism (a “Support Ticket”). Designated Company Contact will provide the following information for each Support Ticket: (a) Company’s name and contact info: (b) Company’s name and Company’s Designated Company Contact information; (c) Company’s requested severity level; (d) a description of the failure; and additional relevant information, if any.

b. After receipt of a Support Ticket from a Designated Company Contact, XcellHost then will provide the standard support that Company has selected. (level 2 “Support”) Note that XcellHost is not obligated to (i) work on an Incident if there is insufficient information provided by Company to facilitate investigation (ii) work on an Incident that cannot be reproduced; (iii) work on an Incident related to the Hosted Virtual Desktop Service which has been modified by Company or a third party other than a representative of XcellHost; or (iv) work on an Incident related to use of the Hosted Virtual Desktop Service other than as specified by the Documentation or in breach of the Agreement; (v) work on an interoperability issue caused by third party software or devices and/or the error also occurs without the presence of The Hosted Virtual Desktop Service, and any such rejections shall not be a breach of the Agreement and shall not be failure to resolve the Incident. Company acknowledges and agrees that not all errors can be corrected. Support tickets may be closed by XcellHost if the issue is deemed to not be failure of the Hosted Virtual Desktop Service to comply with its documentation or if there is a lack of response from Company for more than ten (10) consecutive business days. Company may re-open a closed technical support request if Company has new information related to the Incident

Acronis Backup


AGREEMENT  
  
THIS AGREEMENT is made and executed at Mumbai on this __ day of ___, 20__by and   
BETWEEN  
  
________________________________________________,a company incorporated under the provisions of Section 25 of the Companies Act, 1956 and having its registered office at  
_____________________________________________________________________________________________________ ________________________________________________________________________, (hereinafter referred to as “CUSTOMER” which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns) of the ONE PART 
  
AND  
XCELLHOST CLOUD SERVICES PVT. LTD., a private company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 209, Laxmi Plaza, Bldg.9, New Link Road, Andheri (W), Mumbai – 400053 (hereinafter referred to as “the Service Provider” which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its successors) of the OTHER PART;    
  
(CUSTOMER and the Service Provider shall hereinafter be jointly referred to as the  
Parties” and severally as a “Party”.)  
  
WHEREAS:  
  
  1. CUSTOMER is a company incorporated under the provisions of Section 25 of the Companies Act, 1956.  
  
  1. CUSTOMER inter alia is desirous of having the services of the Service Provider for Hybrid Backup (Local Backup & Cloud Backup) and Hybrid Setup for both End Device Backup directly to cloud and Server Backup to Local Backup Server.  
  
  1. The Service Provider has represented to CUSTOMER that it has necessary expertise and experience to inter alia provide the Hybrid Setup for both End Device Backup directly to cloud and Server Backup to Local Backup Server.   
  
  1. Relying upon the aforesaid representations made by the Service Provider, CUSTOMER is now desirous of appointing the Service Provider for providing the services, upon the terms and conditions more particularly set out hereinafter.   
  
  
  
  
  
  
  
  
  
  
NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS UNDER:  
 
  
ARTICLE 1 APPOINTMENT  
1.1. Subject to and in accordance with the terms hereof, CUSTOMER hereby appoints the Service Provider as the one of the preferred agencies for providing the Hybrid Setup for both End Device Backup directly to cloud and Server Backup to Local Backup Server, and such other services and obligations as set out in detail in Article 3 and 4 of this Agreement.  
  
ARTICLE 2 TERM OF THE AGREEMENT  
2.1. This Agreement shall come into force with effect from the date of execution hereof and shall subsist for the period of 1 (one) year from the date of execution, subject to the provisions of termination as provided in Article 10 hereunder, unless mutually extended by the Parties hereto in writing.  
   
ARTICLE 3 SCOPE OF WORK  
The Service Provider agrees to extend the Services during the Term of this Agreement, as detailed hereunder:  
  
3.1. The Service Provider should provide OS, Files & Folders, VM Image backups available to CUSTOMER on demand or in case of disaster  
3.2. The Service Provider should ensure integrity of the above images by monthly checks / recoveries ensuring availability of the same at all times.  
3.3. The Service Provider should backup the data of CUSTOMER from the Local storage to a backup server automatically using required tools and software and from Server copy to Cloud storage.  
3.4. The Service Provider should provide Hybrid Setup for both End Device Backup directly to cloud and Server Backup to Local Backup Server.  
3.5. The service provider shall ensure that the backup of data should be scheduled as per CUSTOMER’s requirement.  
3.6. The Service Provider would ensure minimum two copies of the image available any time to CUSTOMER.  
3.7. Backup tool should have a capability to do a bare metal backup & replicating the data to a data center.   
3.8. The Service Provider should provide a secure portal/Web based Console to monitor the backup of its instances and data.  
3.9. The Service Provider should also be responsible for taking hot backup.  
3.10. The Service Provider should also provide backup solution for all type of mobile devices. i.e. Android, IPhone and Windows phone etc.  
3.11. The detailed specifications of the above scope is as under:  
  
Cloud Backup:  
  1. Full and Incremental user data Backup  
  1. Secure access rights for customer admin.  
  
ARTICLE 4 DUTIES AND OBLIGATIONS OF THE SERVICE PROVIDER   
4.1 The Service Provider shall provide Hybrid Setup for both End Device Backup directly to cloud and Server Backup to Local Backup Server;  
  
4.2 For the purpose of providing the services as mentioned in Article 3 hereinabove, the Service Provider may be required to purchase any number of software or hardware applications, the cost of which will be borne by the Service Provider. The Service Provider hereby agrees that any such application purchased by it under and for purpose of this Agreement shall be owned by CUSTOMER and secure all the rights therein in favour of CUSTOMER at all times.  
  
4.3 The Service Provider shall take care of all cyber security norms and shall assist IT Security firms appointed by CUSTOMER in performing cyber security audit.  
  
4.4 The Service Provider shall ensure that all technical details should be used with latest technology / details of the technology.  
  
4.5 The Service Provider shall involve on full time basis necessary core team & support team on the requisite skills profile to enable timely completion of the Project as per the defined timelines and if CUSTOMER feels the need to change the core team involved in the project, the same shall be intimated to the Service Provider by CUSTOMER in writing and the Service Provider shall immediately act upon to change the Core team as per the requirement of CUSTOMER.  
  
4.6 The Service Provider shall make sure that all the due-diligence has been taken care before, during and after providing the services to CUSTOMER.  
  
4.7 The Service Provider warrants that any complaint received by it from CUSTOMER shall be attended to promptly at no additional cost.  
  
  
  
ARTICLE 5 DUTIES AND OBLIGATIONS OF CUSTOMER  
5.1 CUSTOMER shall make a project manager available who shall co-ordinate and supervise the project and provide the Service provider with the necessary clarifications, as and when required, with respect to the Services to be delivered by the Service provider.  
  
5.2 CUSTOMER shall make the payment of the fees to the Service Provider as agreed in Article 7 of this agreement.  
  
5.3 CUSTOMER shall notify in writing to the Service Provider the deficiency in services anytime during the term of this Agreement, in case no feedback is received from CUSTOMER within such period, the Service Provider shall consider it as the services are free from any deficiencies and a deemed acceptance.  
  
  
ARTICLE 6 EXECUTION OF THE AGREEMENT  
6.1. The execution of the agreement shall be completed in accordance to the timeline defined by CUSTOMER and the same is as under:  
  
  
  
  
ARTICLE 7 REPRESENTATIONS AND WARRANTIES  
8.1. The Service Provider warrants that the services provided will be performed and supervised by personnel qualified in the performance and supervision of such services.  
  
8.2. The Service Provider acknowledges that the data for Hybrid backup (Local backup & Cloud backup) belongs and shall always belong to CUSTOMER and at all times shall be the exclusive property of CUSTOMER only and, CUSTOMER shall have the exclusive right to make use of the same, in any manner whatsoever without any intimation or approval of the Service Provider.   
  
8.3. The Service Provider warrants that the work done for Hybrid backup (Local backup & Cloud backup) or the services rendered to CUSTOMER by the Service Provider are purely done on a “Work on Hire” basis and CUSTOMER shall own all rights to the product obtained after the aforesaid work are customised. In respect of the Hybrid backup (Local backup & Cloud backup), CUSTOMER shall have the exclusive and absolute right on the data back up by the Service Provider.    
  
8.4. The Parties warrant hereto that time is of the essence to the contract and for any default in compliance with the timelines set herein, CUSTOMER may have a right against the Service Provider towards indemnification, save and except, in case the default is by reason of a force majeure event or any unforeseen event;   
  
8.5. Except for the warranty expressly set forth in this Article 8 [Representations and Warranties], CUSTOMER acknowledges and agrees that it has relied on no other representations or warranties and that no other representations or warranties have formed the basis of signing this Agreement with the Service Provider.  
  
  
  
ARTICLE 8 INDEMNITY  
9.1. Both Parties agree and undertake that in the event of any action, claim, suit, damages, penalties or proceeding instituted against CUSTOMER by any third party in relation to the scope of work, then all costs, expenses, damages or penalties incurred by CUSTOMER will be as per the SLA mentioned below.  
  
9.2. The Service Provider will be responsible and liable for and will indemnify CUSTOMER and keep CUSTOMER indemnified and safe and harmless at all times, against any and all claims, liabilities, damages, losses, costs (including reasonable  
legal fees), charges, expenses, proceedings and actions of any nature whatsoever made or instituted against or caused to or suffered by CUSTOMER directly or indirectly by reason of: -  
  1. any third party claim arising out of breach of representation made by the 
Service Provider; ii. any wrongful, incorrect, dishonest, criminal, fraudulent or negligent work, default, failure, misfeasance, bad faith, disregard of its duties and obligations hereunder, service, act or omission of or by  the Service  
Provider and / or its employees, and / or; iii. any breach of the Service Provider’s obligations under this Agreement including, without limitation, any breach concerning to any representations or warranties made or given by the Service Provider, in respect of the Services.  
  
9.3. To the fullest extent permitted by applicable law CUSTOMER shall not be liable for any direct, indirect, special, consequential, or incidental damages (including but not limited to damages for loss of business profits, business interruption, loss of business information, and the like) arising out of this Agreement, any documents referenced in this Agreement, or any addenda or amendment hereto.  
  
9.4. During the term of this Agreement, if the Service Provider fails to provide the services specified in Article 3 or fails to comply with the provisions of Article 4 or if the Service Provider exits the project midway for causes other than contract termination by CUSTOMER or closing the business, CUSTOMER shall employ any other agency to complete the work and no further payments would be made to the Service Provider and further a penalty of 10% of the amount equivalent to the consideration paid to the Service Provider till that date, as per Article 7, shall be imposed on the Service Provider. CUSTOMER shall be free to engage any other firms or companies or people to complete the remaining task as described in the scope of work.  
  
ARTICLE 9 TERMINATION  
10.1. This Agreement shall expire automatically on completion of the term as set out in  
Article 2 hereinabove, unless mutually altered/ extended in writing by the Parties.  
  
10.2. Either Party may voluntarily terminate the Agreement at any time without giving any reason whatsoever by giving 30 (thirty) days prior written notice to the other party.  
  
10.3. Either Party shall be entitled to terminate this Agreement immediately by a written notice to the other Party in the following circumstances:  
10.3.1. if the other Party commits a breach of this Agreement, which cannot be remedied fully or within 30 (thirty) days of receipt of such notice requiring its remedy; or  
10.3.2. if the other Party has a receiver appointed over its assets or makes any voluntary arrangement with its creditors or becomes subject to an administration order or goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganization); or  
10.3.3. if the other Party ceases, or threatens to cease, to carry on its business.   
  
10.4. CUSTOMER may terminate this Agreement forthwith without giving any reason whatsoever if:  
10.4.1. The Service Provider materially breaches any of the terms of this Agreement; or  
10.4.2. The Service Provider: -  
  1. is not paying its debts when such debts legally become due; or  
  1. becomes insolvent; or  
  1. files or has filed against it a petition (or other document) for insolvency, bankruptcy or winding-up which is unresolved within sixty (60) days of the filing of such petition (or document); or  
  1. proposes any dissolution, liquidation, composition, financial reorganization or recapitalization with creditors; or  
  1. makes a general assignment or trust mortgage for the benefit of creditors; or  
  1. if a receiver, trustee, custodian or similar agent is appointed or takes possession of any of its property or business.  
  
10.5. Upon termination of this Agreement for any reason whatsoever,  
  1. CUSTOMER shall reconcile the Bank Account and other financial accounts (if any) and forthwith settle any outstanding dues payable to the Service Provider.  
  1. The Service Provider shall, at CUSTOMER’s discretion, either return or destroy (and subsequently certify such destruction) the media on which the data/ information was provided to the Service Provider by CUSTOMER and all copies thereof within a period of 1 (one) month from date of termination or expiry as the case may be. The Service Provider shall further destroy all copies and residue of the Content on the Equipment which is in Service Provider’s possession. Further, the Service Provider shall purge all the mailers, if any, from its system and give necessary confirmation in this behalf to CUSTOMER after providing all the back-up of such mailers to CUSTOMER.  
  1. The Service Provider shall provide CUSTOMER all such current material pertaining to the development made for the events, created, modified or developed by the Service Provider, including but not limited to, the source code, programs, applications, data files, etc. and permanently remove such material from the Equipment.  
  1. The Service Provider shall fully co-operate with CUSTOMER by providing all necessary material and assistance to successfully enable the latter to host the events either by itself or through a third party. Further, the Service Provider shall upon the termination of the Agreement co-operate on the best effort basis with the subsequent service provider, while handing over the details of the Services / assignments contemplated herein, pursuant to the timelines and for such consideration as may be stipulated by CUSTOMER in consultation with the Service Provider, for implementing such transition. Notwithstanding anything contained  
herein, it shall be the Service Provider’s obligation to provide the Services to CUSTOMER during the transition period in same manner and on same efforts as provided by the Service Provider during the term of this Agreement.  
  1. The Service Provider shall forthwith cease to access and use the Trademarks or any passwords pursuant to the data for Hybrid backup (Local backup & Cloud backup). The Service Provider hereby further covenants that it shall not, at any time after termination hereof, use any of the Trademarks and shall further remove from or destroy, at CUSTOMER’s option, all material carrying the Trademarks. The Service Provider shall certify such destruction to CUSTOMER within fifteen (15) days of termination thereof.  
  1. CUSTOMER may, at its sole option, direct the Service Provider to finish any particular assignment(s) forming the part of the Services, which may, on the date of termination notice, be under process or outstanding. In such an event, the Service Provider shall complete the given assignment, which continues to be under process and has remained uncompleted as on the date of the said termination notice, within the stipulated notice period.  
  1. The Service Provider shall continue to render the Services to CUSTOMER on the BEST EFFORT BASIS even during the notice period and shall endeavour to complete the outstanding project or assignment before the termination date. In doing so the Service Provider shall be responsible for 100% (hundred percent) delivery of the service level and in the event the Service Provider fails to comply with the service level, for completing the given project / assignment during the notice period, CUSTOMER reserves the right to withhold any payments to be made to the Service Provider and shall also be liable to make suitable set-offs from the amounts payable, if any, to the Service Provider.  
  
  1. If any change of law or requirements of any regulatory or government authority materially affects the ability of either Party to perform its obligations under the Agreement, such Party shall give written notice thereof to the other Party and both Parties shall mutually agree upon such changes to the Agreement as may be necessary to enable the affected Party to perform its obligations. If the Parties are unable to agree upon such changes within thirty (30) days from the date of receipt of notice by the non affected Party, either Party shall be entitled to terminate the Agreement by written notice to the other Party in accordance to the terms of this Agreement pertaining to termination.  
  
  1. In the event of the Service Provider exiting the project midway for causes other than contract termination by CUSTOMER or closing the business, CUSTOMER shall employ any other agency to complete the work and no further payments will be made to the Service Provider and a penalty of 10% of the service fees already paid will be imposed on the Service Provider.   
  
  1. Any waiver by either Party of a breach of any of the provisions of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision(s).  
  
  1. Each Party shall be liable for its own obligations hereunder accrued unto the date of expiry or termination and accruing in relation to matters which have arisen prior to and upto such expiry or termination.   
  
  1. The right of either party to terminate this Agreement, as provided for under this Article (i.e. Article 10), shall not in any manner whatsoever prejudice any other right or remedy available to either Party, in respect of the concerned breach or any other breach(s), if any.  
  
ARTICLE 10 PROPRIETARY RIGHTS  
11.1 The Service Provider hereby, acknowledges, confirms and agrees the data for Hybrid backup (Local backup & Cloud backup), the process, the material pertaining to the scope of work (“Works”) are created, modified or developed by the Service Provider, in the course of performance of this Agreement, as work for hire, including but not limited to the source code, programmes, applications, data files, etc., and have been specifically commissioned and ordered by CUSTOMER. The Service Provider hereby acknowledges, confirms and agrees that all proprietary rights, title and interest in and to the Works, the specifications pertaining to the Work provided by CUSTOMER and the Services are and shall continue to be owned by CUSTOMER. Furthermore, the Service Provider hereby expressly covenants that it does not and shall not, at any point of time in present or in future, stake claim to ownership and/or any other right in and to the aforesaid data the process, and all such aforesaid material.  
  
11.2 The Service Provider has acquired and/or shall acquire from each of its employees / representatives all rights to all such Works produced or developed by such employees / representatives in performing Services under this Agreement that are or may be necessary for Service Provider to convey to CUSTOMER the rights granted in this Clause. Service Provider shall obtain the cooperation of each such party to secure to CUSTOMER or its nominees the rights that CUSTOMER has acquired and shall hereafter acquire in accordance with the provisions of this Clause.  
  
11.3 The Service Provider irrevocably assigns, transfers and conveys in perpetuity to CUSTOMER, the Service Provider's entire legal and beneficial right, title and interest in the aforesaid Works on worldwide basis.  
  
11.4 The Service Provider agrees to do such further acts and execute and deliver to CUSTOMER such instruments and documents as may be required to perfect, register or enforce CUSTOMER’s ownership of the rights so conveyed in and to the Works. If the Service Provider fails or refuses to execute any such instruments and documents, the Service Provider appoints CUSTOMER as the Service Provider's attorney to act on the Service Provider's behalf solely for the purpose of executing such instruments and documents.  This appointment shall be irrevocable.  
  
11.5 Further, the Service Provider acknowledges, confirms and agrees that CUSTOMER has and shall continue to have exclusive rights to add, delete, change or modify  
the data. All or any data shall become the exclusive property of CUSTOMER. The documentation and processes constituting the Hybrid backup (Local backup & Cloud backup) shall be the exclusive property of CUSTOMER.   
  
11.6 The Service Provider hereby acknowledges, confirms, accepts and agrees that CUSTOMER is the exclusive owner of all the Trademarks. The Service Provider hereby covenants that it shall not, at any time during the subsistence or after termination of this Agreement, attempt to register the Trademarks, or any confusingly similar Trademarks, trade names and domain name(s) either in its individual name or jointly with any other party or through any of its past/present associates, office bearers or constituted attorneys. The Service Provider shall neither do nor cause to be done any act or thing that would impair CUSTOMER’s rights in the Trademarks and domain names nor damage the reputation for quality inherent in the Trademarks without prior written permission of CUSTOMER for every incidence of such usage.  
  
11.7 The Service Provider hereby agrees that all data and/or information generated from or gathered by rendition of or in relation to the Hybrid backup (Local backup & Cloud backup) shall be solely and exclusively owned by CUSTOMER and any sharing or providing of such data/information to the Service Provider shall not create any right of whatsoever nature in and to such data/information in favour of the Service Provider.  
  
ARTICLE 11 CONFIDENTIALITY & EXCLUSIVITY  
12.1. The Parties shall keep and continue to keep confidential, during the subsistence of this Agreement and after termination hereof, any and all information and/or data (collectively hereinafter referred to as the “Confidential Information”) exchanged, shared or provided, whether orally or in writing, under or pursuant to this Agreement. Such Confidential Information may include but shall not be limited to the Content, technical information, commercial information and advertiser information. Further the Parties hereby agree that such Confidential Information shall be disseminated only to such of its representatives and/or employees who have a need to know and are entitled to such information and for the furtherance of this Agreement and who have individually agreed in writing with their respective organisations to be bound by the terms of confidentiality similar to the terms mentioned herein. Confidential information shall, however, exclude information that:  
12.1.1. is, or becomes, publicly known, otherwise than through a wrongful act of a Party; or  
12.1.2. is already in the possession of a Party prior to receipt from the other Party, which infact needs to be proved if it becomes necessary; or  
12.1.3. is independently developed by the receiving Party without restrictions similar to those herein on the right of such others to use or disclose; or  
12.1.4. is approved in writing by a disclosing Party for disclosure;  
12.1.5. is required to be disclosed by law or under any order or judgment of the appropriate court of law, provided that the receiving party shall give prior information to the disclosing party of such disclosure to be made, thereby enabling the disclosing party to seek the protective or preventive measures under the law.   
  
12.2. The Service Provider further agrees that it shall neither come out with the Media Release nor make any other publication, written or otherwise, including without limitations any presentation at the business meetings or conferences, disclosing the arrangement between the Parties as contemplated under this Agreement without express written consent of CUSTOMER. Notwithstanding anything contained herein the restriction under this clause 12.2 will not be applicable to the oral disclosure (by way of indication or reference) made by the Service Provider to any of its clientele during such client’s visit at the Service Provider’s premises.  
  
12.3. Any and all software developed by the Service Provider in connection with the services agreed, during the term of this Agreement, shall be used for CUSTOMER on an exclusive basis. The Service Provider shall take utmost care to avoid comingling of the specifications provided by the CUSTOMER with that of any other specification of the other client. Further, the Service Provider undertakes that it shall not use the specifications or the software for providing the services similar to the Services as contemplated under this Agreement to any of its clientele.     
  
12.4. The Service Provider shall not act in the manner detrimental to the interest of CUSTOMER. In case the Service Provider is aware of some common interest between it and CUSTOMER, then the Service Provider shall forthwith disclose the same to CUSTOMER, along with the nature of interest. In event of the actual conflict of interest, the interest of CUSTOMER shall prevail over that of the Service Provider.  
  
12.5. Notwithstanding anything to the contrary contained in this Agreement or otherwise, this Article (i.e. Article 12) shall survive the termination of this Agreement.   
  
  
ARTICLE 12 AUTHORITY, WARRANTIES & COVENANTS  
13.1. Each party warrants that it has full power and authority to enter into and perform this Agreement when executed and will constitute its binding obligation in accordance with its terms. The execution and performance of the Agreement will not result in any breach of any provision of the Memorandum and/or Articles of Association or equivalent constitutional documents of the Party or result in any breach of any order, judgment or any agreement or arrangement by which the Party is bound.  
  
13.2. Each Party warrants that all licenses, consents, registrations, permits and authorities necessary to enable the Party to perform its obligations hereunder have been obtained and are and will remain valid and subsisting and that it has complied with and will continue to comply with all relevant legislation and guidelines laid down by any statutory or other regulatory authorities in performing its obligations under the Agreement.  
  
  
  
ARTICLE 13 NON ASSIGNMENT  
14.1 Neither Party shall assign, transfer, sub-contract or in any other manner make over to any third party the benefit and/or burden of this Agreement without prior written consent of the other Party.   
  
ARTICLE 14 FORCE MAJEURE  
15.1. Neither Party shall be responsible for any failure to perform its obligation due to unforeseen circumstances or due to causes beyond its control even after exertion of best efforts to prevent such failure, which failure may include, but is not limited to, acts of God, fire, floods, war, riots, embargoes, strikes, lockouts, acts of any Government authority, rejection of applications under the Statutes, delays in obtaining licenses or repeal, passing or amendment of a Statute.  
  
ARTICLE 15 GOVERNING LAW  
16.1 This Agreement shall be interpreted in accordance with and governed by the laws of India and the Parties hereby consent to the jurisdiction of the appropriate courts in India.  
  
ARTICLE 16 ARBITRATION  
17.1 The Parties shall attempt in good faith to resolve any dispute or claim arising out of or relating to this Agreement promptly through negotiations between the respective senior executives of the Parties possess the authority to settle the same.  
  
17.2 In the event that no amicable settlement by way of negotiations can be arrived at between the Parties, within a period of 30 (thirty) days of commencement of such negotiations, then such dispute and/or claim arising out of or relating to this Agreement shall be referred to the arbitration of a sole arbitrator, to be jointly appointed by the Parties and where the Parties are unable to agree upon a sole arbitrator, to the arbitration of three arbitrators, one to be appointed by each Party and the third arbitrator to be appointed by the two arbitrators so appointed by the Parties. The seat of arbitration shall be Mumbai, India and the language of arbitration shall be English. The arbitrator(s) shall have power to regulate its own procedure, including summary powers and the place of its arbitration will be Mumbai. The award of the arbitrator shall be final and binding on the Parties. The Arbitration and Conciliation Act, 1996, or any statutory modification subsequent thereof shall in all respects govern the arbitration. The arbitration shall be governed by the laws of India.  
  
17.3 Subject to the provisions of Clause 17.2 above, any suit, petition, reference or other filing permitted or required to be made pursuant to the Arbitration and  
Conciliation Act, 1996, in respect of the matters arising out of this Agreement including, but not limited to a petition for appointment of an arbitrator(s) under section 11 of the Arbitration and Conciliation Act, 1996, shall be instituted only in the court of competent jurisdiction at Mumbai.  
  
ARTICLE 17 NOTICE  
18.1 Any notice or any other document to be given under this Agreement shall be in writing and shall be addressed to the Parties at their respective addresses mentioned in the title of this Agreement or such other addresses as may be notified by the Parties to each other from time to time and shall be deemed to have been duly given if left at or sent by hand delivery or first class post or facsimile or other electronic media to a Party at the address or relevant number for such Party then appearing on its letter-heading.  
  
18.2 Hand delivered notices shall take effect immediately. Postal notices shall take effect two working days after posting. Notices sent by facsimile or other electronic means shall be deemed received one hour after transmission.  
  
18.3 Any notice or other communication received on a day other than a working day or after business hours in the place of receipt shall be deemed to be given on the next following working day in such place.  
  
ARTICLE 18  
STAMP DUTY, ETC.  
19.1. All stamp duty, registration charges and other taxes as applicable and payable on this Agreement shall be borne and paid by the Parties equally.  
  
  
ARTICLE 19 MISCELLANEOUS  
20.1. This Agreement may be executed in several counter parts, each of which shall be original but all of which shall together constitute on and the same instrument.   
  
20.2. This Agreement consists of all the terms and conditions mentioned herein and the Annexure, if any, attached hereto. This Agreement constitutes the entire understanding and agreement of the Parties, and supersedes all previous or contemporaneous agreements or communications, both oral and written, representations and understandings among the Parties with respect to the subject matter hereof. Any other procedural or functional matters decided in the course of this Agreement will be deemed to be part and parcel of this Agreement.  
  
20.3. With the execution of this Agreement, any understanding or arrangement or any modus operandi whether conveyed orally or in any manner, to the extent it is inconsistent with the terms of this Agreement unless individually ratified in each case, such understandings or arrangements or any modus operandi will have no validity from such date of execution of this Agreement and CUSTOMER shall not be responsible or liable for any claims/ actions arising out of action, by the Service Provider or any third party, against CUSTOMER and CUSTOMER stands fully indemnified by the Service Provider in this regard.   
  
20.4. If any one or more provision(s) of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, such provision shall be fully severable and the remaining provision of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance here from.  
  
20.5. No modification, amendments, variation or alteration to this Agreement shall be valid or binding on the Parties unless made in writing and signed on behalf of each Party by their respective duly authorised officers or representatives.  
  
20.6. Any provision of this Agreement which, either expressly or by implication, survives the termination or expiration of this Agreement, shall be complied with by the Parties in the same manner as if the present Agreement is valid and in force.  
  
20.7. If either Party should waive any breach of any provision of this Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision thereof.   
  
20.8. No failure to exercise nor any delay in exercising any right, power, privilege or remedy under this Agreement shall in any way impair or affect the exercise thereof or operate as a waiver thereof in whole or in part.  
  
20.9. No single or partial exercise of any right, power, privilege or remedy under this Agreement shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy.  
  
20.10. The Parties acknowledge that this Agreement does not constitute an order by one Party to the other to engage in any joint research, development or other work and does not constitute a partnership or a joint venture or a principal and agent relationship.   
  
  
  
ARTICLE 20 SERVICE LEVEL AGREEMENT  
  
Schedule - A : Cloud Backup   
   
  1. Definitions: Terms used herein but not otherwise defined shall have the same meanings ascribed to them in the General Terms and Conditions for Delivery of  
Services.     
   
  1. Cloud Backup Service” means, collectively the Managed Backup Service platform (Compute / Storage / Professional Support Services), or independent services such as Professional Services, Security Services, as further described in Service Schedules.    
   
  1. “Hosting Infrastructure” Hosting Infrastructure shall mean physical premises controlled by XcellHost, where IT systems, devices and components are installed covering stabilized power, cooling, network and space. Customer device uptime will not be the responsibility of XcellHost unless XcellHost provides the device and XcellHost has taken the specific responsibility of managing the same.   
   
  1. "Service Window" - XcellHost will provide 24x7 support for the proposed engagement.   
   
  1. “Schedules” means the forms so entitled attached hereto, containing the specific terms and conditions that apply to each Service element.     
   
  1. “Users” means the persons authorized by the Customer to use the Service.    
   
  1. “Support Portal and Monitoring”: XcellHost’s service offering and will be a single point for information on customer’s infrastructure that is being managed. The portal offers 24x7x365 access to trouble ticket & change management systems, events, inventory and SLA performance reports.    
   
  1. “Business Day” is any day other than Saturday, Sunday or Public Holiday on which commercial banks are generally open for business in India.    
  
  1. “Content” means information made available, displayed, transmitted or stored.   
   
  1. "Service Desk" means XcellHost ‘S Customer Support Centre which will be operational 24x7x365 basis for the proposed engagement.   
   
  1. “Customer Hardware” means the hardware owned by the Customer that is acceptable to XcellHost, and is supported by XcellHost as part of its service delivery.    
   
  1. “Customer Software” means the software owned by the Customer that is acceptable to XcellHost, and is supported by XcellHost as part of its service delivery.    
   
  1. “Emergency Maintenance” means the repair or replacement of facility components or equipment requiring immediate attention because the functioning of a critical system is impaired or because health, safety or security of human life is endangered. The service unavailability during Emergency Maintenance will be excluded from the downtime calculations.   
   
  1. "Fault" means a fault, failure or malfunction in the Proper Operational Condition of the Service.   
   
  1. “Hardware” means server, switches and appliances deployed by XcellHost in providing the Service.   
   
  1. “Software Licenses” means the software used by XcellHost for rendering the DC-VAS service. The term “Software” shall also include any updates, upgrades, bug-fixes or new versions of the Software delivered by XCELLHOST hereunder. Software licenses may include Hypervisor Layer (VMwareHyper-V, others), Microsoft OS and other software, Linux OS, etc., including any necessary updates and upgrades thereto, to be used by Customer to use the Service.  XcellHost will sub-license to the Customer the right to allow its Users to use such software for the applicable Term. Customer, at its sole expense, will provide Users with the Client workstations and make such sub-licensed Client software available for use by its Users.   
   
  1. “Data Centre Network” means the portion of the XcellHost Data Centre network extending from the network egress point of customer XCELLHOST server host to the outbound port of the Data Centre border router. The Internet access to the Customer via XcellHost’s IP backbone is further described in this Agreement.   
   
  1. Professional Support Service(s)” means any and all second-line labor or services provided by XcellHost to Customer in connection with this Agreement, including but not limited to, consultation, engineering, installation, removal, maintenance, training, and 24x7 technical support.   
   
  1. Operation Percentage / Operational Condition means that the XCELLHOST Service, including all XcellHost Hardware and Software, is functioning properly in accordance with the OEM’s specifications and parameters set forth in this Agreement. The Operational Percentage means the percentage of the total time during any given calendar month that the Services are not subject to a Service Outage.   
   
  1. Service Outage” An “Service Outage” means that the Service fails in accordance with Customer’s configuration selection and the parameters defined in respective schedules. Outage does not include service suspension (i) for reasons outside of XcellHost’ s reasonable control or (ii) during times of maintenance.  If a dispute arises about whether or not an Outage occurred, XcellHost shall make a determination in good faith based on its system logs, monitoring reports and configuration records.  The “Outage Percentage” means the total duration of an Outage during a given month divided by the total time during such month.     
  
  1. Scheduled Outage or Scheduled Maintenance” is the time window during which XCELLHOST Service may be temporarily interrupted for any or all services, for doing upgrades or maintenance or for any other mutually agreed upon reason or purpose; in order to prevent or remedy a defect which may affect Customer’s use or access to the Services. The service unavailability during Scheduled Outage or Scheduled Maintenance will be excluded from the downtime calculations. Scheduled Maintenance will be normally be carried out between 10 p.m. Saturday and 6:00 a.m. the following Sunday. XcellHost shall give Customer at least seven (7) days’ notice of any scheduled maintenance / outage event.    
   
1.21  Service Levels”  
XcellHost is committed to the success of its Customers and understands the importance of responsiveness and fast resolution times in case of a technical error.  
XcellHost Support can change the severity of the incident, if it was not set reasonably.  
  
SeverityResponse TimeTarget Temporary SolutionPermanent Resolution

Sev. A  

≤ 4 hours  

≤ 1 day  

15 business days  

Sev. B  

≤ 4 hours  

≤ 2 days  

20 business days  

Sev. C  

≤ 8 hours  

≤ 3 days  

30 days  

Sev. D  

≤ 24 hours  

n/a  

Next release  

  
XcellHost Support may require additional information related to environment or need you to perform tests to assist in the resolution of the issue. Customer’s prompt and full cooperation in providing any necessary information and performing necessary tests will influence meeting XcellHost’ Service Level targets.  
  
What information should Customer gather before contacting XcellHost  
Support?  
Please have the following information available before contacting XcellHost Technical Support:  
  
Define the issue  
  • Explain the symptoms of the issue;  
  • Provide error messages or error output associated with the issue (if there is any);  
  • Provide as many details related to the issue as possible, including steps to recreate the issue;  
  • Define the desired action or outcome you want from the product;  Attach screen shots of the issue you are facing, if possible;  
  
  
Determine the business impact  
Please determine how this affects your system and your ability to meet your business needs.  
  
Severity  

 

Definition  

 

Sev. A  

Critical: Backup Systems are down or non-operational in key aspects, e.g.  

 

Management Console is unavailable, Backup Creation/Backup Recovery,  

Data Loss, Unbootable/Crashing System, Significant Performance  

Degradation preventing backup core functions, causing critical disruption to business operations. No workaround available.  

Sev. B  

High: Major product functionality doesn't work, e.g. Backup  

 

Creation/Backup Recovery, Deployment, Validation, Product Installation Failure, Account Activation issue, with critical time sensitivity, but with no massive or severe impact on business operations  

Sev. C  

Normal: Product functionality is impacted, but most operations continue, e.g. Product Performance/Compatibility issues, Logging errors, Undocumented Behavior, with moderate priority  

 

Sev. D  

Low: Product functionality is not impacted. Customer service, pre-sales, website-related queries; minor usability, GUI issues; how-to questions, product information (functionality, requirements, setup, etc.) requests.  

 

  
Gathering relevant information  
Know the current product build number installed  
Explain if the issue occurred before or if this is an isolated incident  
Explain what occurred before the issue was detected  
List the hardware, software or other environmental changes recently made to the system  
Provide the proper contact information for XcellHost Customer Support followup  
  
  1. Delivery Service Level Guarantee. The Service is backed by the following Delivery Service Level Guarantee (hereafter “Delivery Guarantee”):     
   
  1. Delivery Guarantee. XcellHost guarantees that the Service will be provided to Customer on the Committed Ready for Service Date (“CRFS Date”) whereby the system resources are allocated and Customer is given access to start the use of Service. The CRFS Date may be a different date to the Requested Ready for Service Date (“RRFS Date”) specified in the Service Order Form.    
   
  1. Delivery Credits.  In the event XcellHost fails to meet the CRFS Date, Customer will be entitled to receive a credit against the non-recurring charge (NRC) (if any) (“Implementation Service One Time Charge”) applicable to the affected Service. The credit will be calculated based upon the number of days after the CRFS Date when the Service is actually made available to Customer.  Delivery credits are calculated as follows:   
   

Number of day(s) delay ( after CRFS  

Date)   

Delivery Credit (percentage of Setup / One Time  

Charge)   

5 – 7   

15%    

8 – 14   

25%    

15 – 30   

50%    

Greater than 30   

100%    

   
These credits are not cumulative (i.e. if Service is 9 days late, credit will be 25% of the Implementation Service One Time Charge).   
   
  1. Service Acceptance / Commencement Date. If no Fault of Severity Level 1 is reported by Customer to XcellHost within 2 Business Days from the CRFS Date or Actual Delivery date, the Service shall be deemed to have been accepted for the purpose of commencement of billing.   
   
  1. Service Outage Reporting.  Customer must inform XcellHost’s Customer Support in writing, by email or by call each time it notices any Service Outage within Five (5) business days of the time it first notices or first believes that there has been an Outage.  XcellHost will provide 24x7x365 access to its On line (XcellHost) support portal for customer to report any service outage / performance issues.    
XcellHost Customer Support must be provided with a 24*7*365 emergency number to reach a support person and their backup in the event of customer equipment failure or a data centre outage. Escalation matrix is also required from the Customer.    
   
  1. Request for Service Outage Credit.  Customer must provide XcellHost with a written request for a credit due hereunder within thirty (30) days of the applicable event giving rise to the credit.  Failure to do so will void Company's eligibility for any credit for such event(s). This notice must include sufficient information including, without limitation, the Trouble Ticket number and the customer request and the date and time such request was made to XcellHost Datacentre, to allow the claim to be investigated.  There shall be no Third Party beneficiaries of the Service Level Agreements unless the same is agreed upon by the parties in writing.   
   
  1. Data Centre- Managed Services Service Availability Parameters. For the purpose of uniformity, the Service Availability for each XCELLHOST Service will be calculated as under. The Availability Guarantee for each component is covered in respective service schedule(s).   
   
XCELLHOST Service will be considered unavailable if the Fault reported to the  
XcellHost’s Support Center by Customer or identified by XcellHost itself is of Severity Level 1 or Severity Level 2 (“Service Outage”). XcellHost will calculate, on a monthly basis, the time of Service Outage experienced by each XCELLHOST Service Component. A month shall be deemed to begin at 12:00 AM Greenwich Mean Time (GMT) on the first day of a calendar month and end 12:00 GMT on the first day of the next calendar month (“Month”). At the end of a month, XcellHost shall calculate the total amount of time the XCELLHOST Service was unavailable measured from the time when a Fault of Severity Level 1 or 2 was reported to the XcellHost’s Customer Support or is identified by the XcellHost, whichever first occurs, until the time the Fault is repaired and the Service restored (the “XCELLHOST Service Outage Time”).  
Such XCELLHOST Service Outage Time shall be used to determine any Service  
Outage credit that the Customer shall be entitled to (“XCELLHOST Service Outage  
Credit”). The XCELLHOST Service Outage Credit will be a percentage of the Monthly Recurring Charge (“MRC”) for the XCELLHOST Service as set forth in respective service schedules and will apply only to the XCELLHOST Service(s) for which such credit was derived (“Affected XCELLHOST Service(s)”), and the XCELLHOST Service Outage Credit will be calculated individually for each Affected XCELLHOST Service.   
   
(a)  SLA Adherence Matrix and applicable Outage Duration:   
   

SLA Adherence  

(%)   

Service Outage Duration  (in Hours) in a Month Rounded off to nearest hour   

< 99.99%   

0.072 (4.32 minutes) – 0.72 hours  (43.2 minutes)   

< 99.95%   

0.36 (.5) hour – .72 (1) hour   

< 99.9%   

0.72 (1) hour – 3.6 (4) hours   

< 99.5%   

3.6 (4) – 7.2 (8) hours   

< 99.0%   

7.2 (8) – 14.4 (15) hours   

< 98.0%   

14.4 (15) – 21.6 (22) hours   

< 97.0%   

21.6 (22) – 24 hours   

  
7 Exclusions. Customer will not be entitled to receive any credits pursuant to the Delivery Guarantee or Service Availability Guarantee, for administrative setup delays or Service Outage experienced, which are associated with (in whole or in part):   
  1. Interruption due to emergency & scheduled maintenance, alteration, or implementation;   
  1. Negligence or other conduct of Customer or its agent/client including a failure or malfunction resulting from applications;   
  1. A shut down due to circumstances reasonably believed by XcellHost to be a significant threat to the normal operation of the Services, the XcellHost facility, or access to or integrity of Customer IT infrastructure or its data (e.g., hacker or virus attack);   
  1. Failure or malfunction of any equipment or services not provided by XcellHost;   
  1. Failure of Customer to purchase minimum redundant systems necessary to support this warranty    
  1. Failure of access to Customer’s network and the Internet, unless such failure is caused solely by XcellHost;   
  1. Any act or omission of Customer or any of its agents, contractors or vendors, including without limitation, custom scripting or coding (for example, CGI, Perl, HTML, ASP) or Customer's failure to follow agreed-upon procedures or to provide the requisite Client Hardware or Software in respect of the Services;   
  1. Force Majeure Events (Section 13.10), including without limitation, outages on the Internet;   
  1. DNS issues beyond the reasonable direct control of XcellHost; or   
  1. Service Level Agreements do not apply in the event of disconnection and subsequent reconnection of the services due to non-payment of any charges payable to XcellHost.    
  1. Any unavailability or other degradation of the Service which is associated with or caused by Scheduled Maintenance events on the XcellHost Facilities (which are not otherwise due to the fault or negligence of XcellHost);    
  
  
8 Service Outage Credits   
   
7.1. Customer must provide XcellHost with a written request for a credit due hereunder as defined in Service Outage Reporting (Section 4).   
   
7.2. If Customer is entitled to receive credits on more than one guarantee as set forth herein due to the same service-affecting incident, Customer will only receive the credit that it would otherwise be entitled to receive under a single guaranteed criterion for service which has least guarantee.   
   
7.3. In no event shall the total amount of Service Outage credits issued to Customer per month exceed fifty percent (50%) of the MRC invoiced to Customer for the affected Service for that month.     
   
7.4. Credits are calculated after deduction of all discounts and other special pricing arrangements, and may not be applied to governmental fees, taxes, surcharges, local access charges or any other charges other than monthly recurring service (MRC) charges.     
   
7.5. Credits will generally be reflected on the subsequent invoice following the billing month in which the Service Outage occurs.  The credits provided in this Service Level Agreement are Customer's sole and exclusive remedies for all matters related to the guaranteed criteria.   
   
7.6. Any credits accrued but remaining unused after termination of the applicable Service may only be applied to charges accruing to the affected Service or new purchases of XcellHost Services. All unused credits will expire the later of twelve months after their accrual or upon the expiration or termination of the last Order  
Form with XcellHost. Termination of a Service Order Form, the General Terms  
and Conditions due to Customer's non-payment or other breach will immediately void all accrued, but unused credits.      
   
9 Customer Obligations.    
   
  1. Customer Undertakings.   The Customer represents warrants and agrees that it will not use, nor authorize, assist or permit any User or third party to use, the Service:   
   
  1. In violation of any applicable laws or with all policies and instructions communicated by XcellHost.   
   
  1. For any unlawful, fraudulent or immoral purpose, including, without limitation, the transmission of any Content in violation of applicable laws    
   
  1. To tamper with, alter or change the Service or the XcellHost’s Facilities, or otherwise abuse the Service in any manner that interferes with XcellHost’s Facilities or the use of Service by any other person.   
    
  1. Rights to Suspend.  If XcellHost reasonably believes that there is, or is likely to be, a breach of any of the Customer’s obligations hereunder, XcellHost may, in its sole discretion, immediately restrict or suspend all or a portion of the Service or prevent the display or transmission of Content, without any liability to the XcellHost, and then notify the Customer of such action and the reason for it.  XcellHost will attempt to provide such notification to the Customer prior to taking such action if, in XcellHost’ s judgment, it can do so without interfering with its ability to prevent the breach from occurring or continuing.      
   
10 Non Disclosure Agreement (NDA)   
   
  1. a)  Confidentiality. "Confidential Information" shall mean and encompass information, know-how and data, of a technical, commercial, financial or any other nature, disclosed to either Party by or on behalf of the other Party prior to or during the term of this agreement. Customer and XCELLHOST each agree to retain in confidence all information disclosed by a party to the other partypursuant to this Agreement which is either designated as proprietary and/or confidential, or by the nature of the circumstances surrounding disclosure, should reasonably be understood to be confidential (the “Confidential Information”).    
   
  1. It shall cover all messages, documents and files or other communication in writing and marked "confidential" by the disclosing Party; (or)   
  1. Drawings, models, prototypes, photographs, software programs or in any machine readable form, which information is stated by the disclosing Party to be confidential; (or)   
  1. Orally, and identified in writing as confidential to the disclosing Party within 15 (fifteen) days from disclosure;   
   
Each party agrees to:   
  1. preserve and protect the confidentiality of the other party’s Confidential Information;    
  1. refrain from using the other party’s Confidential Information except as contemplated herein; and    
  1. not disclose such Confidential Information to any third party except to employees as is reasonably required in connection with the exercise of its rights and performance of its obligations under this Agreement (and only subject to binding use and disclosure restrictions which are at least as protective as those set forth herein and which are agreed to in writing by such employees).     
XcellHost further agrees that it will not change or copy, read or distribute Customer’s data, except as required to perform the Services.  XcellHost hereby agrees that it has implemented industry standard procedures to: (1) ensure the security and confidentiality of Customer’s Confidential Information; (2) protect against any anticipated threats or hazards to the security or integrity of such information; and (3) protect against unauthorized access to or use of such information.  The parties agree to comply with the applicable laws and shall negotiate in good faith, if necessary, to execute any other documents that may be required to comply with any applicable laws.   
   
Notwithstanding the foregoing, either party may disclose Confidential Information which is:  (i)  already publicly known;    
  1. independently developed by the receiving party without reference to the Confidential Information of the disclosing party;    
  1. Otherwise known to the receiving party through no wrongful conduct of the receiving party, or required to be disclosed by law or court order.     
Neither party shall disclose any of the terms of this Agreement to any third party without the prior written consent of the other party; provided, however, that either party may disclose the existence of this Agreement to any third party and either party may disclose the terms of this Agreement:     
  1. to legal counsel of the parties;    
  1. in confidence, to accountants, banks, and financing sources and their advisors solely for the purposes of a party’s securing financing;    
  1. in connection with the enforcement of this Agreement or rights under this Agreement; or    
  1. in confidence, in connection with an actual or proposed merger, acquisition, or similar transaction solely for use in the due diligence investigation in connection with such transaction.     
(i) In the event that one of the Parties, or anyone to whom Confidential Information is disclosed pursuant to this agreement becomes legally compelled to disclose any of the confidential Information, such party (the "Compelled Party") shall provide the other party with prompt notice so that such other party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Article. In the event that such protective order or other remedy is not obtained or in the event that the other Party waives compliance with the provisions of this Article, the compelled Party will furnish only that portion of the Confidential Information which the Compelled Party is legally required to disclose and will seek to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information.   
11 TERM & TERMINATION    
   
  1. The term of this XCELLHOST shall commence on the XCELLHOST effective date and shall renew automatically for successive one (1) year periods unless either party gives the other written notice of intent to terminate and not renew at least ninety (90) days prior to the end of the initial term or any renewal term.   
  1. This XCELLHOST may be terminated by either party in the event that such party has the right to terminate the customer Agreement.    
  1. Upon termination of this XCELLHOST, Customer shall relinquish use of the Internet protocol addresses or address blocks assigned to it by XCELLHOST in connection with the Services.   
  1. Unless and otherwise specified in the Customer Agreement, if after the termination or expiration of the Agreement, the Customer fails to remove all equipment and/or other properties belonging to them from the XcellHost Data Centre premises within 45 days of such termination or expiration, the   
Customer;   
  1. agrees that XcellHost Datacentre may dispose off such property as it deems appropriate and    
   
  1. releases XcellHost Datacentre from any and all liability arising out of such disposal   
   
11.1 TERMINATION TRASITION ASSISTANCE:    
Upon any notice of termination of this Agreement, to the extent technically feasible, XcellHost shall assist Customer in the migration of the data of Customers that are located on XcellHost’s servers/storage, in a comma separated values file or other format reasonably requested by Customer.  If termination of this Agreement is due to XcellHost’s breach, XcellHost shall migrate Customer’s data to a setup as reasonably requested by Customer, at no cost to Customer.   
   
12 WARRANTY LIMITATIONS    
   
  1. Disclaimer of Actions Caused by and/or Under the Control of Third Parties Except for warranties and representations made herein, XcellHost MAKES NO REPRESENTATIONS AND DISCLAIMS ALL WARRANTIES AND LIABILITY REGARDING THE DATA, PRODUCTS, OR SERVICES OF ANY THIRD PARTY, INCLUDING THE PROVIDERS OF ELECTRICAL OR TELECOMMUNICATIONS  
PRODUCTS OR SERVICES. CUSTOMER ACKNOWLEDGES THAT AN  
INTERRUPTION IN THE HOSTING SERVICES DUE TO CIRCUMSTANCES BEYOND THE CONTROL OF XcellHost, SUCH AS A FAILURE OF TELECOMMUNICATIONS SYSTEMS, SHALL NOT BE CONSIDERED A SERVICE OUTAGE FOR PURPOSES OF ANY WARRANTY PROVIDED IN THIS XCELLHOST.   
  1. Sole Remedies to Service outage: SOLE REMEDY IN THE EVENT OF ANY SERVICE OUTAGE, INTERRUPTION OF SERVICES DUE TO OUTAGES, OR OTHER BREACH OF WARRANTY SHALL BE THE OUTAGE CREDIT PROVIDED IN THIS XCELLHOST. XcellHost AND ITS XCELLHOSTS DISCLAIM ANY AND ALL OTHER LIABILITIES OR REMEDIES FOR SUCH OUTAGES, INTERRUPTIONS, OR BREACH OF WARRANTY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LIABILITY OF XcellHost AND ITS XCELLHOSTS ARISING FROM ANY SUCH OUTAGE, INTERRUPTION, OR BREACH OF WARRANTY SHALL BE EXPRESSLY LIMITED AS SET FORTH IN THIS XCELLHOST.   
   
13 MISCELLANEOUS PROVISIONS   
   
13.1 NOTICES   
Any notice or other communication required or permitted hereunder shall be sufficiently given if manually delivered or sent by registered or certified airmail or fax or E-mail, and, in the case of airmail, prepaid and directed to the other party at its mailing address first set forth above.  Any party may, by giving notice as provided sent by registered or certified airmail shall be deemed to have been given ten (10) days after the date on which it is proved to have been so mailed.  Any such notice or communication sent by fax or email shall be deemed to have been given one (1) day after the date on which it is sent and receipt has been confirmed.   
  
13.2 GOVERNING LAW   
This Agreement and the obligations of the parties hereto shall be interpreted, construed and enforced in accordance with the internal laws of India, without giving effect to the conflict of laws / principles thereof.  The Courts at Mumbai shall have exclusive jurisdiction over all matters connected with this agreement.   
   
13.3 WAIVER   
No express or implied consent to or waiver of any breach or default by any party hereto in the performance by the other parties of its obligations under this Agreement shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance by such party of the same or any other obligations of such party under this Agreement. Failure on the part of any party to complain of any act or failure to act or to declare the other party as defaulting, irrespective of how long such failure continues, shall not constitute a waiver against such failing party of the rights of the other party under this Agreement.   
   
13.4 SEVERABILITY   
If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to any other person or circumstance shall not be affected thereby and shall be enforced to the greatest extent permitted by law.   
   
13.5 ENTIRE AGREEMENT – AMENDMENT   
This agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof.  Except as specifically provided herein, neither this agreement nor any provision hereof can be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by all of the parties   
   
  
13.6 TERMINOLOGY   
All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural; and the plural shall include the singular. Titles of articles, sections, subsections and paragraphs in this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement   
   
13.7 COUNTERPARTS   
This Agreement can be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall comprise but a single instrument   
   
13.8 ASSIGNMENT   
This Agreement cannot be assigned by any party hereto without the express written consent of the other two parties   
   
13.9 LEGAL FEES   
In any legal action brought in connection with this agreement for the operations of the Customer, the prevailing party shall be entitled to recover its legal fees from the non-prevailing parties    
   
13.10 FORCE MAJEURE   
If the performance of any obligation of any of the parties is prevented or restricted or interfered with by reason of fire, explosion, strike, labor dispute, casualty, riots, sabotage, accident, lack or failure of transportation facilities, flood, war, civil commotion, terror attack, lightning,  acts of God, any law, order or decree of any government or subdivision thereof or any other cause similar to those above enumerated, beyond the reasonable control of the party, the party so affected shall, upon the giving of prompt notice to the other parties, be excused from performance hereunder to the extent and for the duration of such prevention, restriction or interference.   
   
13.11 INTERPRETATION   
No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision  
13.12 ARBITRATION:   
Any dispute and/or difference that may arise between the Parties hereto in regard to this Agreement and/or the arrangement there under, the carrying out of its terms and conditions and/or the interpretation thereof in any way whatsoever shall be referred to the conciliation of any authorized representative of the Parties and a solution shall be sought within 15 days of such referral. In the event of any resolution not being found despite conciliatory efforts, the dispute and/or difference shall be referred to a sole Arbitrator to be mutually appointed by the Parties. In the event of differences on appointment of a sole arbitrator, the Parties agree to appoint three arbitrators, one to be appointed by Customer and another to be appointed by XCELLHOST. The two arbitrators shall appoint the third arbitrator who shall act as the governing arbitrator.  The Arbitration proceedings shall be governed by the provisions of the Arbitration and Conciliation Act 1996 and its statutory modification in force for the time being. Language of arbitration shall be English. Place of Arbitration shall be Mumbai  
   
  
  
  
  
  
  
  
  
  
  
  
SCHEDULE - D MANAGED SUPPORT SERVICES   
   
  
   
XcellHost's Hosting Professional Support (HPS) service offerings for cloud customers includes Backup and Disaster Recovery Services and Technical Support Services.   
   
This Hosting Professional Support Services (HPS) is applicable only to Service Order Forms for Data Centre- Managed Services which have been subscribed by Customer and accepted by XcellHost in accordance with, and subject to the Terms and Conditions for Delivery of Services.     
   
  1. "Service Window": XcellHost will provide 24x7 support for the proposed engagement.   
   
  1. “XcellHost Portal and Monitoring”: XcellHost’s service portal offering and will be a single point for information on customer’s infrastructure that is being managed. The portal offers access to trouble ticket & change management systems, events, inventory and SLA performance reports.   
  
  1. “Proactive Monitoring”: XcellHost will provide Customer with proactive monitoring services out of its Global Management Operations Center (GMOC). Key tasks executed part of the proactive monitoring services include: a) Monitoring of the inscope infrastructure.    
  1. Recording of incidents and problems reported by users and the monitoring tools on the trouble ticket system available on XCELLHOST.    
  1. Monitoring the progress of the incidents and problems recorded and ensuring that they are resolved on time.    
  1. Carrying out incident notification and escalations to defined designated contacts.    
  1. Periodic trend analysis and capacity requirement identification and notifications.    
   
  1. “Technical support Services”: XcellHost will ensure availability of technical support services for managing incident, problem and change management processes. Skilled resources relevant to Customer’s environment will be made available.   
   
  1. Scope of Hosting Professional Support Service: The Service consists of the following components as per the subscribed plan, as specified in the Order Form. The detailed management task list is captured in Hosting Professional Support Service Descriptor and is subject to change as defined by XcellHost time to time.   
   
  1. “Management Tasks”:   means the tasks and schedule of activities covered under specific service management. The detailed management task list is captured in Hosting Professional Support Service Descriptor and is subject to change as defined by XcellHost time to time.   
   
  1. “Server and OS Management”: XcellHost will provide technical support for Customer’s server hardware and operating system. XcellHost will also monitor the server and critical availability and performance attributes.    
   
  1. “Database Replication, Monitoring and Management”: XcellHost will provide technical support for database management, availability and performance attributes, as per the plan subscribed and defined in Hosting Professional Support Service Descriptor.    
   
  1. “Backup and Restore Services”: XcellHost will provide support for monitoring and managing server backup processes. XcellHost will be responsible for the following as part of the backup management process:   
  1. Creating Backup Plan [Frequency of Backup, What to Backup, Restoration Plan]  
  1. Backup Plan Review [Speed of Backup & Restoration, Mock Restore, Backup  
Integrity Checks]  
  1. Assess & Define Comprehensive Backup & Recovery Plan  
  1. Integrate Backup Plan into Overall Managed Hosting Plan  
  1. Minimize impact of backup activities  
  1. Segregate Backup Activity on a Separate Backup Network  
  1. Define Backup Retention Periods & Encryption Standards  
  1. Design Optional Application Specific Backup Strategies  
  1. Complete Backup System Verification  
  1. Verify completion of each backup session  
  1. Provide Optional Test Recovery Strategies  
  1. Schedule Regular Backup during off peak hours  
  1. Aggregate Backup Usage  
  1. Determine Impending Backup Limit Alerts  
  1. Evaluate Backup Usage Trends  
  1. Apply Scalability foresight to anticipate backup capacity needs  
  
  1. “Incident and Problem Management Process”: XcellHost will follow the problem management process and provide level II support for resolving problems identified in the in-scope infrastructure. As part of the problem management process XcellHost will Investigate and diagnose the problems reported.  a) Perform root cause analysis.   
  1. Provide temporary fixes to problems and also work on permanent solutions.   
  1. Raise changes requests for providing permanent solutions to problems identified  
on the in-scope security infrastructure.   
  
  1. “Change Management Process”: XcellHost will raise change requests for carrying out configuration changes and maintenance of the in-scope infrastructure. XcellHost will obtain the approval from a predefined distribution list at Customer, before carrying out any changes. XcellHost will use the change management system available on XcellHost.   
   
  1. “Reporting”: Weekly and monthly reports on the events that have occurred, fixed and information on the response, resolution including SLA performance reports will be made available online on XcellHost. XcellHost will during the transition phase agree on the reporting requirements and methods with Customer.    
   
  1. “Service Availability Guarantee”:  The Maximum Service Level Attributes shall be as follows:   

SLA Adherence  

(%)   

SLA Attribute   

SLA Indicators   

Description   

 > 99.5%   

Incident response time (Mean  

Time To Respond)   

Severity 1 - 15 min   

Severity 2 - 30 min   

Severity 3 - 120 min   

Response Time   

Incident / Problem resolution  

(Mean Time To   

Resolve)   

Severity 1 – 2 hours   

Severity 2 – 8 hours   

Severity 3 – 16 hours   

Resolution Time   

  

Availability Guarantee   

Service Outage Duration  (in Hours) in a month   

HPS Service Outage   

Credit   

 > 99.5%   

 Less than 4 Hours   

No Credit    

< 99.5%   

4 – 8 Hours   

5% of MRC    

< 99.0%   

8 – 15 Hours   

10% of MRC   

< 98.0%   

15 – 22 Hours   

15% of MRC   

< 97.0%   

22 – 24 Hours   

20% of MRC   

  

  

 

File Cloud


These Terms of Service (“Terms”) are between you (“you” or “Customer”) and XcellHost (XcellHost, Citrix Sharefile, “we,” “us,” or “our”). Please read them carefully because they form a contract between you and XcellHost. These Terms govern your initial purchase as well as any future purchases made by you that reference these Terms. These Terms also apply to all trials including pre-purchase trials and pilots. These Terms apply whether your purchases are made directly from XcellHost or through XcellHost’s authorized resellers (each, a “Reseller”).

By clicking on the “I agree” (or similar) button that is presented to you at the time of your Order, or by using, registering for, or accessing the Citrix Sharefile Online Services described herein, you indicate that you have the power to form a contract with XcellHost and are agreeing to be bound by these Terms. By signing the contract, you are representing that you are of legal age to form a binding contract with XcellHost.

These Terms may be modified from time to time. The date of the most recent revisions will appear on this page, so please check back often. Your use of or continued access to the Citrix Sharefile Online Services after any changes constitutes your acceptance of those changes, whether or not you have reviewed them. If you do not agree to changes to the Terms, you must stop using the Citrix Sharefile Online Services and cancel your user account.

1. Citrix Sharefile Online Service and Support

Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with this agreement. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit A.

2. Additional Definitions.

These definitions are in addition to those defined elsewhere in these Terms.

  • “Account” means a Content storage account created by you or on your behalf within the Citrix Sharefile Online Services.
  • “Citrix Sharefile Administrator” means a user (or users) you identify as having administrative rights including, without limitation, the permission to manage licenses, users and Citrix Sharefile instance.
  • “Content” means files, materials, data, text, audio, video, images, email or other content.
  • “Documentation” means written or online user documentation that describes the functionality, operation, and use of the Citrix Sharefile Online Services.
  • “Citrix Sharefile Online Services” refers, collectively, to (i) the cloud storage solution provided by XcellHost for the online storage, sharing and processing of Content, (ii) the Software, and (iii) the Documentation.
  • “Services” refers, collectively, to the Citrix Sharefile Online Services, support for the Citrix Sharefile Online Services, and Ancillary Services.
  • “Software” means the software provided or made available by XcellHost for use in connection with the Services. Software includes the Citrix Sharefile Client Software (Sync, Drive, Browser Extensions, Others) which is that portion of the Software that is installed on Customer’s desktop, mobile, local server or other device (for example, mobile apps, desktop apps, and group apps). Software also includes bug fixes, patches, major or minor releases, or any other changes, enhancements, or modifications to the Citrix Sharefile Client Software that Citrix Sharefile makes commercially available (“New Releases”).
  • “End User” means an individual you authorize to use your Citrix Sharefile service.
  • “Limited Client User” (or “Guest User”) means an individual who was authorized by ‘end users’ to access data using Citrix Sharefile service.
Any references to “Users” or “End Users” in this document refers to both “End User” and “Limited Client User”
  • “Attributable Monthly Subscription Fee” means one-twelfth of the base annual fee for the Services.
  • “Emergency Maintenance” means downtime of the Service outside of the Scheduled Maintenance Window hours that is required to complete the application of urgent patches or fixes, or to undertake other urgent maintenance activities. If Emergency Maintenance is required, XcellHost will immediately contact Customer and provide the expected start time of the Emergency Maintenance, its planned duration, and whether XcellHost expects the Services to be unavailable during the Emergency Maintenance.
  • “Scheduled Maintenance Window” means the window during which scheduled maintenance of the Services may be performed, which may cause the Services to be unavailable. The Scheduled Maintenance Window occurs each Saturday, 8:00 AM to 1:00 PM (Central Standard Time) for North American based customers and 2:00 PM to 7:00 PM CET for European based customers, and will not exceed three hours per calendar quarter. Additional, non-impactful updates to the Services may be released periodically during the work week.
  • “Service Credit” means the percentage of the Attributable Monthly Subscription Fees that is awarded to Customer for a validated claim related to breach of the SLA during that month.
  • “System Availability” means the percentage of total time during which the Services are available to Customer, excluding the Scheduled Maintenance Window and Emergency Maintenance.

 

3. Availability of the Citrix Sharefile Online Services.

i. Access to the Citrix Sharefile Online Services. The Citrix Sharefile Online Services are on-line, subscription-based products made available by XcellHost for your use on a non-exclusive basis in accordance with these Terms and all applicable laws. Your use includes allowing Users to transmit, store, share, retrieve, and process Content through the Citrix Sharefile Online Services solely through an Account registered to you and in accordance with the orders you place with XcellHost. All use of the Citrix Sharefile Online Services by you and your Users must be within the Scope of Use (defined below), for the quantity and User type for which you have paid, and solely for the benefit of you.

ii. Software Provided for Use with the Citrix Sharefile Online Services.

Subject to your continued compliance with these Terms, we grant you the nonexclusive, nontransferable, worldwide, personal license to install and use the Citrix Sharefile Client Software for the sole purpose of accessing the Citrix Sharefile Online Services by Users. You acknowledge that, we may issue updates to the Software (for example, to address security vulnerabilities, upgrade the protocol, improve usability or performance, and upgrade features). We require you run the latest Citrix Sharefile Client software. All updates to the Software will be subject to the terms and conditions of this Agreement.

iii. Support. All support requests have to be made by your Citrix Sharefile ‘Administrator’. XcellHost doesn’t provide direct support to ‘End Users’. In case of temporary reduced hours of support or permanent changes to support timings, XcellHost will inform you through email and through our website.

iv. Updates to the Citrix Sharefile Online Services. We reserve the right, in our sole discretion, to change, update, or enhance the Citrix Sharefile Online Services as well as support for the Citrix Sharefile Online Services at any time including to add functionality or features, or remove them from the Citrix Sharefile Online Services. We may also suspend the Citrix Sharefile Online Services or stop providing the Citrix Sharefile Online Services all together. In that case, support for the Citrix Sharefile Online Services may also be suspended or terminated.

4. Your Responsibilities relating to Use of the Citrix Sharefile Online Services.

i. Passwords and Account. To obtain access to the Citrix Sharefile Online Services, you will be required to obtain an Account with XcellHost by completing a registration form and designating a user ID and password. You agree and represent that all registration information you provide is accurate, complete, and current, and that you will update it promptly when that information changes. XcellHost may withdraw Account approval at any time in its sole discretion, with or without cause. You are responsible for safeguarding the confidentiality of your user ID and passwords, and for all activities that take place in connection with your Account. XcellHost has no liability for any loss or damage arising from any unauthorized use of your Account.

ii. Equipment. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, PCs, smartphones, operating systems, networking, modems, hardware, software, and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment.

iii. Notices from XcellHost. You acknowledge that once you have registered with us, we may send you communications or data regarding the Citrix Sharefile Online Services using electronic means. These may include, but are not limited to (i) notices about your use of the Citrix Sharefile Online Services, including any notices concerning violations of use, (ii) updates to the Services, (iii) promotional information and materials regarding XcellHost’s products and services, and (iv) information the law requires us to provide. Notices we e-mail to you will be deemed given and received when the e-mail is sent. If you don’t agree to receive required notices via e-mail, you must stop using the Citrix Sharefile Online Services.

iv. Notices from You regarding Unauthorized Use.

You agree to notify us promptly in writing when you become aware of any unauthorized use of an Account, the Content or the Citrix Sharefile Online Services, including if you suspect there has been any loss, theft or other security breach of your password or user ID. If there is an unauthorized use by a third party which obtained access to the Services through you or your Users, whether directly or indirectly, you agree to take all steps necessary to terminate the unauthorized use. You also agree to provide XcellHost with any cooperation and assistance related to that unauthorized use which we reasonably request.

v. Content.

XcellHost does not monitor any Content transmitted or processed through, or stored in, the Citrix Sharefile Online Services. You agree that you:

  • are responsible for the accuracy and quality of all Content that is transmitted or processed through, or stored in, your Account, will ensure that the Content (including its storage and transmission) complies with these Terms, and applicable laws and regulations;
  • will promptly handle and resolve any notices and claims from a third party claiming that any Content violates that party’s rights, including regarding take-down notices pursuant to the Digital Millennium Copyright Act; and
  • will maintain appropriate security, protection and backup copies of the Content, which may include (A) the use of encryption technology to protect the Content from unauthorized access and (B) routine archiving of the Content. XcellHost will have no liability of any kind as a result of any deletion, loss, correction, or destruction of Content or damage to or failure to store or encrypt any Content.

vi. Use Restrictions. You are responsible for Users’ compliance with these Terms and for the quality, accuracy and legality of the Content. You will not, and will ensure that your Users do not:

  • use the Citrix Sharefile Online Services in any manner or for any purpose other than as expressly permitted by these Terms
  • sell, rent, resell, lease, or sublicense the Citrix Sharefile Online Services to any third party;
  • modify, tamper with or otherwise create derivative works of the Citrix Sharefile Online Services;
  • reverse engineer, disassemble, decompile or attempt to derive source code from the Citrix Sharefile Online Services;
  • store or transmit Content: (A) containing unlawful, defamatory, threatening, pornographic, abusive, or libelous material, (B) containing any material that encourages conduct that could constitute a criminal offense, or (C) that violates the intellectual property rights or rights to the publicity or privacy of others;
  • use the Citrix Sharefile Online Services to store or transmit viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs;
  • interfere with or disrupt servers or networks connected to the Citrix Sharefile Online Services or the access by other XcellHost client to the servers or networks, or violate the regulations, policies or procedures of those networks;
  • access or attempt to access XcellHost’s other accounts, computer systems or networks not covered by these Terms, through password mining or any other means

 

vii. Third Party Services and Content. All transactions using the Citrix Sharefile Online Services are between the transacting parties only. The Citrix Sharefile Online Services may contain features and functionalities linking or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. You acknowledge that XcellHost is not responsible for such content or services. We may also provide some content to you as part of the Citrix Sharefile Online Services. However, XcellHost is neither an agent of any transacting party nor a direct party in any such transaction. Any of those activities, and any terms associated with those activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third party content you access with the Citrix Sharefile Online Services, and you irrevocably waive any claim against XcellHost with respect to such sites and third-party content. XcellHost has no liability, obligation or responsibility for any such correspondence, purchase or promotion between Customer and any such third-party. In the event you have any problems resulting from your use of a third party service, or suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we are not responsible unless the problem was the direct result of our breaches.

5. Fees and Payment.

i. Fees. You agree to pay, using a valid credit card (or other form of payment which we may accept from time to time), the charges and fees (such as recurring monthly or annual fees) set forth on our website (collectively, “Fees”), Taxes (as defined below), and other charges and fees incurred for the Services. You will pay Fees in the currency we quoted for your account (and we reserve the right to change the quoted currency at any time). We will automatically charge your credit card or other account at the start of the billing period and at the start of each renewal period. Except as specifically set forth in this Section, the Citrix Sharefile Online Services are prepaid for the period selected and are non-refundable. This includes Accounts that are renewed.

ii. Fees for Upgrade. If you upgrade or expand consumption of the Citrix Sharefile Online Services (for example, to obtain additional User access, features or functionality to the Citrix Sharefile Online Services) (collectively referred to as a “Service Upgrade”), additional fees may be due at Citrix Sharefile’s then-current pricing. If additional fees are due, those fees will be immediately charged to your credit card or other account and will apply for the entire month in which the Service Upgrade occurred.

iii. Fee Increases. We will notify you in advance, either through a posting on our website or by email to the address you have most recently provided to us, if we increase Fees or institute new charges or fees. Any increase in Fees will take effect at the beginning of the next renewal subscription term or support period, as applicable. For example, if you pay annually, your use of the Citrix Sharefile Online Services will be charged at the new price when the Citrix Sharefile Online Services are renewed in the year that follows the notice. If you don’t agree to these changes, you must cancel and stop using the Services.

iv. Invoicing and Payment Terms. You agree to keep all information in your billing account current. You may change your billing account information at any time by using the means provided. In the event that we invoice you, then all fees will be due and payable upon receipt. We may suspend your access to the Citrix Sharefile Online Services or cancel the Services if your account is past due over 15 days.

v. Purchases through Resellers. If you purchase Services through a Reseller, you owe payment to the Reseller as agreed between you and the Reseller, and the payment terms described in this Section will not apply to you. You acknowledge, however, that we may terminate your rights to use the Cloud Services and discontinue Services if we do not receive our corresponding payment from the Reseller.

vi. Taxes. Fees are exclusive of Taxes and you will pay or reimburse XcellHost for all Taxes arising out of these Terms, whether assessed at the time of your purchase or are thereafter determined to have been due. For purposes of these Terms, “Taxes” means any sales, use and other taxes, export and import fees, customs duties and similar charges applicable to the transactions contemplated by these Terms that are imposed by any government or other authority. You agree to promptly provide XcellHost with legally sufficient tax exemption certificates for each taxing jurisdiction for which you claim exemption.

6. Canceling the Citrix Sharefile Online Services.

To cancel the Citrix Sharefile Online Services, you must provide us with at least 30 days’ notice. If you cancel, the Services will end at the end of your current term or period following the 30 days’ notice. If you fail to cancel as required, we will automatically renew the Citrix Sharefile Online Services for the same term and will charge your payment information on file with us commencing on the first day of the renewal term.

7. Protection of Content.

XcellHost maintains appropriate administrative and technical safeguards to protect the security, and integrity of the Content in the Citrix Sharefile Online Services. Except as requested by you in connection with customer support, we will not (i) modify the Content, (ii) disclose the Content except pursuant to the requirements of a governmental agency, by operation of law, to investigate occurrences that may involve violations of system or network security, or as you expressly permit in writing, or (iii) access the Content except to provide the Services or to address other service or technical problems.

8. Data Retention

i. File Deletion.

  • i a) if you (your administrator) has turned on Citrix Sharefile’s ‘Deleted Files’ (Recycle bin) feature: when an user deletes a file, the file will be moved to recycle bin (a soft delete). The user can recover the file from recycle bin. Once a file moves into recycle bin, the file stays in the recycle bin till the user deletes the file from the recycle bin or administrator empties the recycle bin. If user deletes files from recycle bin or administrator empties recycle bin, then file will be purged permanently (a hard delete). If the files are larger than the default size (set in Citrix Sharefile administrator portal), then files will be permanently deleted. Note: Recycle bin only holds the most recent deleted file version. A new deleted file will replace any other older versions with same name and file path in the recycle bin.
  • i b) if you (your administrator) has turned off Citrix Sharefile’s ‘Deleted Files’ (Recycle bin) feature: when an user deletes a file, the file will be purged (a hard delete) from the system permanently and it can’t be recovered.

 

ii. File Version Retention. Citrix Sharefile comes with the ability to store previous versions of a file (versioning stores older versions only when a new version of a file has the same name and path as the older file). If administrator has turned off this versioning feature, then older file versions will not be retained. If administrator has turned on the versioning feature, the older versions will be retained until any of the following actions

  • User deletes the previous versions from the UI.
  • Original file is deleted. When a file is sent to recycle bin or permanently deleted, its previous versions are permanently deleted.
  • The administrator deletes the older versions.

 

iii. Account Cancellation. If you cancel your Citrix Sharefile Online paid account, your files and account data will be marked for deletion from our servers after 30 days. After the 30-day mark, files can no longer be recovered. If you need an immediate data deletion, you can request it by contacting Citrix Sharefile customer support.

9. Ownership.

i. Ownership by Customer. As between Customer and XcellHost, Customer own all right, title and interest in and to the Content provided, transmitted or processed through, or stored in, the Citrix Sharefile Online Services. Customer hereby grants XcellHost the right to transmit, use, modify, adapt, reproduce, display or disclose the Content solely (i) to provide the Services to Customer or any User, (ii) to comply with any request of a governmental or regulatory body (including subpoenas or court orders) or as otherwise required by law, (iii) for statistical use (provided that such data is not personally identifiable), and (iv) as necessary to monitor and improve the Citrix Sharefile Online Services and corresponding support. Customer represents and warrants that Customer has all rights in the Content necessary to grant these rights and use the Citrix Sharefile Online Services, and that the transmission, storage, retrieval, and processing of the Content do not violate any law or these Terms.

ii. Ownership by XcellHost. As between XcellHost and Customer, XcellHost own and reserve all right, title and interest in and to the Services (including all hardware, software and other items used to provide the Citrix Sharefile Online Services) and Materials, including all intellectual property rights in any of the foregoing. No title to or ownership of any proprietary rights related to the foregoing is transferred to Customer or any User pursuant to these Terms or any transaction contemplated by these Terms. XcellHost reserves all rights not explicitly granted to Customer. XcellHost is free to use any comments, suggestions, recommendations, and other feedback you provide with respect to the Services for any purpose, without obligation.

XcellHost may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of the Services. Unless XcellHost has granted Customer licenses to our intellectual property in these Terms, providing Customer with the Services does not give Customer any license to XcellHost’s intellectual property. Any rights not expressly granted herein are reserved.

10. Warranty.

XcellHost PROVIDES THE SERVICES “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XcellHost MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. XcellHost SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

11. SLA

i. XcellHost warrants at least 99.9% System Availability during each calendar month. If the System Availability is less than 99.9%, and if Customer has fulfilled all of its obligations under these Terms, XcellHost will provide Customer with a Service Credit applied to the month in which the failure to meet the SLA has occurred. The Service Credit will be equal to the credit percentage identified in the table below multiplied by the Customer’s fees paid to XcellHost for the Citrix Sharefile Service that are attributable to the corresponding month (calculated on a straight line pro-rated basis with respect to any fees paid in advance). Customer may terminate the Agreement upon 30 days’ written notice if System Availability is less than 97% for one or more validated SLA claims submitted by Customer under the SLA in each of three consecutive calendar months or one or more validated SLA claims submitted by Customer under the SLA in each of three out of five consecutive calendar months.

% of Services Availability per Calendar MonthService Credit
99.9% to 99.5%10%
99.4% to 99.0%20%
< 99.0%40%

ii. General Terms Applicable to the SLA:

  • a. SLA Claims and Service Credits.
    • i. In order to receive any Service Credits, Customer must notify XcellHost in writing within 10 business days from the time Customer becomes eligible to receive a Service Credit. The remedies set forth herein represent Customer’s sole and exclusive remedy for XcellHost’s failure to meet the SLA defined in this Exhibit. Failure to comply with this requirement will forfeit Customer’s right to receive the Service Credit. In no event will the total amount of Service Credits if any, exceed the fees paid by Customer for the corresponding month.
    • ii. For all claims subject to validation by XcellHost, XcellHost will use log files, database records, audit logs, and any other information available to validate claims and make a good faith judgment on the applicability of Service Credits to the incident. XcellHost will make information used to validate the SLA claim available for auditing by Customer at Customer’s request.
    • iii. The maximum credit Customer is entitled to receive in any given month is calculated against the Attributable Monthly Subscription Fee for the Services. Customers who are past due on any payments owed to XcellHost are not eligible to receive Service Credits. XcellHost will issue Service Credits, as determined in its sole discretion, either on future billing cycles or as a refund against annual fees paid.
  • b. Exclusions
    • i. Customer will not be entitled to Service Credits in connection with any Force Majeure Event as defined in these Terms.
    • ii. Customer will not be entitled to Service Credits to the extent a Service Credit claim is due to: (A) use of the Services outside the scope described in these Terms and the Documentation; (B) Customer equipment, software or other technology or third party equipment, software or other technology outside of XcellHost’s data center and not under the direct control of XcellHost; (C) failure of Customer to meet the configuration requirements for Customer equipment set forth in the Documentation; (D) any actions or inactions of Customer or any other third party not under the direct control of XcellHost; or (E) attacks (i.e. hacks, denial of service attacks, malicious introduction of viruses and disabling devices) caused by third parties, unless such attacks succeeded due to XcellHost’s failure to meet its security requirements described in these Terms.
12. Indemnification.

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless XcellHost, its officers, directors, employees, and agents, against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content provided by you, or your use of the Services, in breach of these Terms: (a) infringes any patent, trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of XcellHost’s actions) or (b) violates applicable law or these Terms.

13. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FOLLOWING APPLIES: (a) IN NO EVENT WILL THE LIABILITY OF XcellHost, ITS AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS FOR ANY AND ALL CLAIMS RELATING TO THIS AGREEMENT OR THE TRANSACTIONS UNDER IT, INCLUDING THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES THAT YOU PAID US DURING THE PREVIOUS THREE MONTHS OF SERVICE, AND (b) IN NO EVENT WILL XcellHost, ITS AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF XcellHost HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

14. Suspension and Termination of your Use of the Services.

i. General. XcellHost reserves the right to temporarily suspend or terminate your access to the Services at any time in XcellHost’s sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Citrix Sharefile Online Services for: (i) the actual or suspected violation of these Terms; (ii) the use of the Citrix Sharefile Online Services in a manner that may cause XcellHost to have legal liability or disrupt others’ use of the Citrix Sharefile Online Services; (iii) the suspicion or detection of any malicious code, virus or other harmful code in your Account; or (iv) your use of excessive storage capacity or bandwidth. If, in our determination, the suspension might be indefinite or we have elected to terminate your access to the Citrix Sharefile Online Services, we will notify you through email. You acknowledge that if your access to the Citrix Sharefile Online Services is suspended or terminated, you may no longer have access to the Content that is stored with the Citrix Sharefile Online Services. We may not be able to restore the content that was stored prior to the suspension.

ii. Post-Termination Obligations. Upon termination of these Terms for any reason, all of your rights to use or access the Citrix Sharefile Online Services will cease. For 15 days following the expiration or termination of these Terms or the applicable subscription term for which you have paid, and subject to your prior written request, we will grant you with limited access to the Citrix Sharefile Online Services solely for purposes of your retrieval of the Content. After that 15 day period, XcellHost has no further obligation to maintain the Content and will delete the Content unless legally prohibited. In case of Trials, XcellHost has no further obligation to maintain the Content after the trial is completed and will delete the Content at the end of the trial period.

15. General Provisions.

i. Governing Law. These Terms will be construed and enforced in all respects in accordance with the laws of the State of Texas -USA, without reference to its choice of law rules. Any dispute between the parties will be brought in a court in Travis County, Texas and each party irrevocably waives any claim that such court does not have personal jurisdiction over the party. All use of the Services is expressly governed by any applicable import laws, and you agree to comply with all such laws. Claims arising out or related to these terms must be filed within 3 months from the date on which the claim arose unless local law requires a longer time to file claims. If a claim is not filed accordingly, then it is permanently barred.

ii. Assignment. You may not assign these Terms or your rights and obligations under them, in whole or in part, to any third party without our prior written consent, and any attempt by you to do so will be invalid.

iii. Force Majeure. Neither party will be liable to the other for any delay or failure to perform its obligations under these Terms (excluding payment obligations) if the delay or failure arises from any cause or causes beyond that party’s reasonable control.

iv. Public Announcement. XcellHost reserves the right to release a press announcement regarding the parties’ relationship, and to include Customer’s name on XcellHost’s customer lists on XcellHost’s web site and in any other marketing materials.

v. Entire Agreement. These Terms, including our Privacy Policy and Fees specified in Orders we accept, constitute the entire agreement between you and XcellHost with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.

vi. Government Users. If you are a U.S. government entity, you acknowledge that any XcellHost Client Software and Documentation are provided as “Commercial Items” as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government end users as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.

vii. DMCA. We respect the intellectual property of others, and reserve the right to delete or disable Content that appears to violate these terms or applicable law. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that Content infringes your copyright, you (or your agent) may send us a notice requesting that the Content be removed or access to it blocked. Federal law requires that your notification include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

viii. Assignment Provisions We may assign this Agreement and all rights and/or obligations hereunder to any third party without notice for any purpose, including, without limitation, collection of unpaid amounts, or in the event of an acquisition, corporate reorganization, merger or sale of substantially all of the party’s assets to another entity. You hereby consent to such assignment. In this regard, we may assign the rights and obligations under this Agreement in connection with a sale of all or a substantial part of its business to which such rights and obligations pertain. You must continue making all required payments to us in accordance with your billing statement, unless notified otherwise.

EXHIBIT ASupport Terms

Company provides non-emergency support during our regular office hours M-F 9:00 AM (US CST) to 5:00 PM (US CST), with the exclusion of Federal Holidays (“Support Hours”). Company provides emergency support after hours and during weekends on an as-needed basis.

Customer may initiate a helpdesk ticket during Support Hours any time by emailing support@xcellhost.ae. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

Cisco Duo


Duo Security SLA During the term of your Duo Security license (the "Agreement", the Duo web admin interface and web services will be operational and available to Customer at least 99.9% of the time in any calendar month (the "Duo Security SLA"). If Duo Security does not meet the Duo Security SLA, and if Customer meets its obligations under this Duo Security SLA, Customer will be eligible to receive the Service Credits described below. This Duo Security SLA states Customer's sole and exclusive remedy for any failure by Duo Security to meet the Duo Security SLA.

Definitions The following definitions shall apply to the Duo Security SLA.

  • "Downtime" means when there is more than a five per cent user error rate across all of a Customer’s Users. Downtime is measured based on server side error rate.
  • "Service" means the Duo Security multifactor authentication service.
  • "Monthly Uptime Percentage" means total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.
  • "Service Credit" means the number of days of Service to be added to the end of the Service term, at no charge to Customer calculated as follows:
UptimeDays Credited
< 99.95% - ≤ 99.9% (Duo Care premium only)3
< 99.9% - ≤ 99.0%3
< 99.0% - ≤ 95.0%7
< 95.0%15

Customer Must Request Service Credit In order to receive any of the Service Credits described above, Customer must notify Duo Security within thirty days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer's right to receive a Service Credit. Customer may check whether Duo Security's systems are operational by visiting https://status.duo.com.

Maximum Service Credit The aggregate maximum number of Service Credits to be issued by Duo Security to Customer for all Downtime that occurs in a single calendar month shall not exceed fifteen days of Service (or the value of 15 days of Service in the form of a monetary credit to a monthly-billing Customer’s account). Service Credits may not be exchanged for, or converted to, monetary amounts.

Duo Security SLA Exclusions The Duo Security SLA does not apply to any services that expressly exclude this Duo Security SLA (as stated in the documentation for such services) or any performance issues: (i) caused by "Force Majeure" or (ii) that resulted from one or more of Customer’s equipment or third party equipment not within the primary control of Duo Security.

Duo Security reserves the right to modify this Service Level Agreement at any time by updating the terms on this site.

Cisco Umbrella


1. Offer Description

Cisco Umbrella is a cloud security platform that unifies multiple security services in a single cloud-delivered platform to secure internet access and control cloud app usage from your network, branch offices, and roaming users. Depending on the package and deployment, Cisco Umbrella integrates secure web gateway, cloud delivered firewall, DNS-layer security, cloud malware protection and cloud access security broker (CASB) functionality for effective protection anywhere users go. Before users connect to any online destination, Cisco Umbrella acts as a secure onramp to the internet and delivers deep inspection and control to support compliance and block threats. Cisco Umbrella is backed by one of the largest threat intelligence teams in the world, Cisco Talos, and it provides interactive access to threat intelligence through Cisco Umbrella Investigate to aid in incident response and threat research. Cisco Umbrella Investigate provides access to certain Cisco threat intelligence about malicious domains, IPs, networks, and file hashes. Using a diverse dataset of billions of daily DNS requests and live views of the connections between different networks on the Internet, Cisco applies statistical models and human intelligence to identify attackers’ infrastructures. Cisco Umbrella Investigate data can be accessed via a web-based console or an API. Please consult the Umbrella Documentation for further information on its technical specifications, configuration requirements, features and functionalities.

Your Cisco Umbrella subscription includes access to Cisco SecureX, Cisco’s integrated security platform that aggregates threat intelligence (through SecureX threat response, also known as Cisco

Threat Response), unifies visibility across various Cisco and third party security products, enables automated workflows, and more. For more information on SecureX, please see the SecureX Offer Description at

https://www.cisco.com/c/en/us/about/legal/cloud-and-software/cloud-terms.html

2. Supplemental Terms and Conditions

2.1. Restrictions

If You are an authorized Cisco service provider whose contract with Cisco authorizes You to utilize Cisco cloud services on behalf of end customers, You may use the Cloud Service only for the benefit of such end customers.

2.2. Disclaimers

CISCO DOES NOT REPRESENT OR WARRANT THAT THE CLOUD SERVICES WILL GUARANTEE ABSOLUTE SECURITY DUE TO THE CONTINUAL DEVELOPMENT OF NEW TECHNIQUES FOR INTRUDING UPON AND ATTACKING FILES, NETWORKS AND ENDPOINTS. CISCO DOES NOT REPRESENT OR WARRANT THAT THE CLOUD SERVICES WILL PROTECT ALL YOUR FILES, NETWORK, OR ENDPOINTS FROM ALL MALWARE, VIRUSES OR THIRD PARTY MALICIOUS ATTACKS. CISCO DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING ANY THIRD PARTY SYSTEM OR SERVICE TO WHICH A CLOUD SERVICE INTEGRATES OR TO ANY ONGOING INTEGRATION SUPPORT. INTEGRATIONS MADE ACCESSIBLE TO YOU THAT ARE NOT A GENERALLY AVAILABLE PRODUCT INCLUDED ON YOUR ORDER ARE PROVIDED ON AN “AS IS” BASIS.

2.3. Cisco Umbrella Cloud Delivered Firewall – Stand-Alone Version for Layers 3 and 4 ("CDFW L3/4")

In connection with Your use of CDFW L3/4 (to the extent applicable), You will not (and will not allow any third party to): (i) use the Cloud Service to run automated queries to external websites; (ii) use the Cloud Service to access websites or blocked services in violation of applicable law and/or regulation; or (iii) use the Cloud Service for the purpose of intentionally masking Your identity in connection with the commission of unlawful activities or to otherwise avoid legal process. Additionally, by using CDFW L3/4, you acknowledge that in the event that Cisco receives a third party request for information, demand letter, or other similar inquiry with regards to alleged unlawful activity on Your network, Cisco may disclose Your name to such third party as necessary to comply with legal process or meet national security requirements; protect the rights, property, or safety of Cisco, its business partners, You, or others; or as otherwise required by applicable law.

CDFW L3/4 Bandwidth: CDFW L3/4 is licensed by mega bits per second ("Mbps") and the total amount of Mbps that You are licensed to use is Your "Subscribed Bandwidth." Cisco will continuously measure Your usage of CDFW L3/4 throughout a given month by analyzing the previous thirty (30) day period for peaks in Mbps on Your network. If at any time, Cisco determines that Your 95th Percentile Bandwidth (defined below) has exceeded Your Subscribed Bandwidth, Cisco reserves the right, in its sole discretion and at any point during the thirty (30) day monitoring period, to throttle Your bandwidth or require You to increase Your Subscribed Bandwidth at Your cost.

Your 95th Percentile Bandwidth is calculated by observing Your Mbps peaks over the course of thirty (30) days, with the first thirty (30) day period beginning upon activation of the Cloud Service, and discarding the top 5% of the Mbps peaks observed in that time frame. The next highest Mbps peak value after discarding the top 5% Mbps peaks is Your “95th Percentile Bandwidth.” For example, if there are one hundred (100) Mbps peaks observed, Cisco would discard the top five (5) Mbps peaks and the next highest Mbps peak is Your 95th Percentile Bandwidth. So, if the highest six (6) Mbps peaks were measured as 22Mbps, 25Mbps, 28Mbps, 35Mbps, 27Mbps, and 24Mpbs for that thirty (30) day period, Your 95th Percentile Bandwidth would be 22Mbps.

2.4. Cisco Umbrella Secure Internet Gateway Essentials (“SIG Essentials”)

The following use limitations apply in connection with Your use of Cisco Umbrella Secure Internet Gateway Essentials and Cisco Umbrella Secure Internet Gateway SIG Essentials Add-On (collectively, “SIG Essentials”).

SIG Essentialsis licensed based on the quantity of Users and is subject to an Average Bandwidth (as defined below) limit of 50 kilobits per second (“kbps”). “Users” means the total number of internet-connected users licensed to use the Cloud Service under Your subscription. Cisco will continuously measure Your usage of SIG Essentials throughout a rolling thirty (30) day period to determine Your Average Bandwidth. If at any time Cisco determines that Your Average Bandwidth has exceeded 50 kbps, Cisco reserves the right to require You to purchase additional licenses as required to reduce Your Average Bandwidth to 50 kbps. The formula for Average Bandwidth is:

Average Bandwidth = 95th Percentile Bandwidth / Number of Users

The 95th Percentile Bandwidth is calculated by: (i) observing Your traffic samples over the course of thirty (30) days at each Cisco Umbrella data center Your traffic is sent to, (ii) discarding the top 5% of the traffic samples at each such data center and taking the next highest traffic sample value (“Peak Value”), and (iii) adding together the Peak Value for each data center. Traffic samples for purposes of this calculation include DNS traffic, secure web gateway (proxy) traffic and CDFW traffic (Layer 3, Layer 4 and if applicable, Layer 7).

For example, if the Peak Value at one data center is 1,000,000 kbps and the Peak Value at a second data center Your traffic is sent to is 10,000 kbps, the 95th Percentile Bandwidth is 1,000,000 + 10,000 = 1,010,000 kbps. The Average Bandwidth would be 1,010,000 kbps divided by the number of Users licensed under Your subscription. If You have 25,000 users covered by Your subscription. Your Average per user Bandwidth for the monitored period is 1,010,000 / 25,000 = 40.4 kbps.For example, if the Peak Value at one data center is 1,000,000 kbps and the Peak Value at a second data center Your traffic is sent to is 10,000 kbps, the 95th Percentile Bandwidth is 1,000,000 + 10,000 = 1,010,000 kbps. The Average Bandwidth would be 1,010,000 kbps divided by the number of Users licensed under Your subscription. If You have 25,000 users covered by Your subscription. Your Average per user Bandwidth for the monitored period is 1,010,000 / 25,000 = 40.4 kbps.

2.5. Cisco Umbrella DNS Security Essentials and DNS Security Advantage (“DNS Security”)

The following use limitations apply in connection with Your use of Cisco Umbrella DNS Security Essentials and DNS Security Advantage (collectively, “DNS Security”).

DNS Security is licensed based on the quantity of Users and is subject to a Monthly DNS Query Average (as defined below) limit of three thousand (3,000) DNS queries per User per day. Cisco will continuously monitor Your usage of DNS Security on a monthly basis to determine

Your Monthly DNS Query Average. If at any time Cisco determines that Your Monthly DNS Query Average has exceeded three thousand (3,000) DNS queries per User per day, Cisco reserves the right to require You to purchase additional licenses as required.

Monthly DNS Query Average = (number of DNS queries in applicable month / number of days in applicable month) / number of licensed Users

For example, if You purchased licenses for 1,000 Users and Your Users submitted a total of 3,000,000 DNS queries in the prior 30-day month, Your Monthly DNS Query Average is as follows:

(3,000,000 / 30) / 1,000 = 100

2.6. Cisco Umbrella Investigate for MSSP

Notwithstanding the license grant in the Acceptable Use section of the UCA, if You purchased a Cisco Umbrella Investigate for MSSP SKU labeled UMB-INV-CONSOLE-SP and/or UMB-INV-INT-API-SP (collectively, “Investigate for MSSP”), You may use Investigate for MSSP as a tool to perform research and generate reports for the benefit of Your third party customers solely as part of connectivity, management, and/or administrative services You provide to Your third party customers.

Any co-branding of Investigate for MSSP by You shall be subject to the guidelines located here: https://www.cisco.com/c/dam/en/us/products/collateral/security/umbrella/umbrella-sps-co-brandingguidelines.pdf and any additional intellectual property and trademark guidelines set forth in the UCA. For clarity, if You provide any research, data, or results generated from Your use of Investigate for MSSP to Your third party customers, You must at all times credit Cisco as the source of such information following the above guidelines.

3. Service Level Agreement

For purposes of this Service Availability Commitment, “Service” shall be defined as Cisco’s recursive DNS service and does not include web-based user interfaces, configuration systems or other data access or manipulation methods. Cisco shall use commercially reasonable efforts to maintain Cisco Umbrella Service availability of 99.999% of each calendar month. Availability will be calculated by dividing the total number of minutes of Uptime (defined below) during the applicable calendar month by the total number of minutes in such month, minus minutes of Cisco Umbrella Service Outages (defined below) occurring due to scheduled maintenance and attributable to Third Party Actions (defined below), and multiplying that amount by 100. The formula for this calculation is as follows:

Availability = (X ÷ Y) x 100

X= Total # of minutes of Uptime during calendar month

Y= (Total # of minutes in such calendar month) - (Total # of minutes of Outages from scheduled maintenance and Third Party Actions)

For the purposes of this calculation, (i) An “Outage” means Cisco Umbrella is completely unreachable when Your Internet connection is working correctly, (ii) “Uptime” means the number of minutes where there were no Cisco Umbrella Service Outages, excluding Outagesfor scheduled maintenance and Third Party Actions, and (iii) “Third Party Action” means any action beyond Cisco’s reasonable control including, without limitation, the performance of Internet networks controlled by other companies or traffic exchange points that are controlled by other companies, labor strikes or shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages. If a dispute arises about whether or not an Outage occurred, Cisco shall make a determination in good faith based on its system logs, monitoring reports and configuration records, and as between customer records and Cisco records, Cisco records shall control. Cisco shall not be responsible for any Cisco Umbrella Outages arising out of Third Party Actions.

4. Data Protection

Cisco’s data protection obligations are set forth in the Agreement. The Cisco Umbrella, Cisco Threat Response, and Cisco SecureX Privacy Data Sheets (available here) supplement the Cisco Privacy Statement and describe the Personal Data that Cisco collects and processes as part of the delivery of the Cloud Services. Additionally, Cisco Umbrella Insights, Cisco Umbrella Platform, Cisco Umbrella Secure Internet Gateway (SIG) Essentials, Cisco Umbrella DNS Security Advantage, and Cisco Umbrella Secure Internet Gateway (SIG) Essentials Add-on package(s) leverage(s) the Cisco Advanced Malware Protection (AMP) Ecosystem. Please see the AMP Ecosystem Privacy Data Sheet

5. Support & Maintenance

5.1. Cisco Umbrella Technical Support

Except for SIG Essentials and DNS Security, technical support for Cisco Umbrella will be provided in accordance with the applicable Technical Support Level and Priority/Response Targets set forth below, unless You are receiving support directly from the applicable Approved Source. The embedded support option for Cisco Umbrella is the Basic level described below.

Cisco may adjust assigned case severity or priority to align with the definitions herein:

Technical Support LevelDescription
Basic
  • Email Access Only
  • Access to online tools (e.g. knowledgebase, forums, Documentation, case portal, and notifications)
Gold
  • Email Access
  • Access to online tools (e.g. knowledgebase, forums, Documentation, case portal, and notifications)
  • 24x7 phone support for P1 requests
  • 24x5 phone support for P2 – P3 requests (Sunday 4pm PST – Friday 5pm PST)
Platinum
  • Dedicated technical account manager (TAM)
  • Email Access
  • Access to online tools (e.g. knowledgebase, forums, Documentation, case portal, and notifications)
  • 24x7 phone support for P1 requests
  • 24x5 phone support for P2 – P3 requests (Sunday 4pm PST – Friday 5pm PST)
Support PriorityResponse TargetDescription

P1: Outage (as defined in Availability SLA)

--30 minutes for phone request

--2 hours for email request

Cisco will work on the resolution on a 24×7 basis to either resolve the issue, or develop a reasonable workaround.

P2: Technical Issue

1 business day

An issue occurs if the Cloud Service is available but response times are slow while Your Internet connection is working correctly. Issues include technical questions or configuration issues related to Your account that moderately impact Your ability to use the Cloud Service. Cisco will work on the resolution continuously during business hours until either the issue has been resolved, or a plan has been developed and mutually agreed upon between You and Cisco.

P3: Information Request

2 business days

Information requests include account questions, password resets, and feature questions. Cisco personnel will be assigned to work on the resolution at the time of response or as soon as practicable thereafter.

You will also have access to Cisco.com, which provides helpful technical and general information about Cisco products, as well as access to Cisco's on-line knowledge base and forums. Please note that access restrictions identified by Cisco from time to time may apply.

5.2. SIG Essentials and DNS Security Technical Support

SIG Essentials and DNS Security include online support and phone support. Cisco will respond as set forth in the table below and may require information from you to resolve service issues. You agree to provide the information requested and understand that a delay in providing the information to Cisco may delay resolution and response time.

Phone Support provides Cisco Technical Assistance Center (TAC) access 24 hours per day, 7 days per week to assist by telephone, or web case submission and online tools with use and troubleshooting issues.

You will also have access to Cisco.com, which provides helpful technical and general information about Cisco products, as well as access to Cisco's on-line knowledge base and forums. Please note that access restrictions identified by Cisco from time to time may apply.

The below table outlines Cisco’s response objectives based on case severity. Customers have the option of selecting Enhanced or Premium support for DNS Security and SIG Essentials. Cisco may adjust assigned case severity to align with the Severity definitions below.

Software Support ServiceTechnical Support CoverageResponse Time Objective for Case Severity 1 or 2Response Time Objective for Case Severity 3 or 4
Enhanced24x7 via Phone & WebResponse within 30 minutesResponse within 2 hours
Enhanced24x7 via Phone & WebResponse within 15 minutesResponse within 1 hours

The following definitions apply to this Section.

Response time means the time between case submission in the case management system to support engineer contact.

Severity 1 means SIG Essentials or DNS Security, as applicable, is unavailable or down or there is a critical impact to a significant impact to Case Submitter’s business operation. Case Submitter and Cisco both will commit fulltime resources to resolve the situation.

Severity 2 means SIG Essentials or DNS Security, as applicable, is degraded or significant aspects of Case Submitter’s business operation are negatively impacted by unacceptable software performance. Case Submitter and Cisco both will commit full-time resources during Standard Business Hours to resolve the situation.

Severity 3 means SIG Essentials or DNS Security, as applicable, is impaired, although most business operations remain functional. Case Submitter and Cisco both are willing to commit resources during Standard Business Hours to resolve the situation.

Severity 4 means minor intermittent functionality or performance issue, or information is required on SIG Essentials or DNS Security, as applicable. There is little or no impact to Case Submitter’s business operation. Case Submitter and Cisco both are willing to provide resources during Standard Business Hours to provide assistance or information as requested.

Business Day means the generally accepted days of operation per week within the relevant region where the Cloud Services will be performed, excluding local holidays as observed by Cisco.

Local Time means Central European Time for support provided in Europe, Middle East and Africa, Australia’s Eastern Standard Time for support provided in Australia, Japan’s Standard Time for support provided in Japan and Pacific Standard Time for support provided in all other locations.

Managed Colocation


1.Power Availability:
  • YOTTA warrants 99.999% uptime on Power in the Customer Area provided Customer subscribes for dual (both primary and redundant) feed.
  • Power problem shall exist when Power is not available to both the primary and redundant outlet simultaneously and would result in a downtime when the particular device or equipment is shutdown due to the Power problem.

2.Air-conditioning Availability:
  • YOTTA warrants 99.999% uptime on Cooling in the Customer Server Hall Area.
  • The average room temperature will be maintained, between 22° Celsius and 24° Celsius on a regular basis as measured at the cold aisle containment.
  • Average relative humidity within server hall will be maintained at 50% +/- 20% as measured at the nearest PAC unit.
  • Customer shall be eligible for service credits when temperature / humidity recorded shows a deviation from the set limits for a prolonged period of time and this results in a downtime for a particular device or equipment being shutdown due to overheating.
3.Service Credits:
  • If YOTTA fails to maintain Power Availability, Air-conditioning Availability, in any whole calendar month of the Service Term, due to any act or omission of YOTTA, then the Customer is entitled to receive a credit against the Monthly Recurring Charge as set out in the SOF against such service. The Service Credits will only be paid in respect of the impacted Customer Area and only if the Monthly Recurring Charge has been paid for that month. The Service Credits are non-cumulative and cannot be carried and accumulated on month – on – month basis.

The service Credits are set out below:

POWER SUPPLY OR AIR-CONDITIONINGSERVICE CREDIT
Upto 99.999%No Credit
99.999% - 99.99%5% of Monthly Recurring Charge
99.99% - 99.90%10% of Monthly Recurring Charge
99.89% - 99.80%15% of Monthly Recurring Charge
99.79% - 99.70%20% of Monthly Recurring Charge
99.70%25% of Monthly Recurring Charge
  • In order to qualify for a Service Credit, the Customer must notify YOTTA within thirty (30) days of any event giving rise to a Customer entitlement. Failure to so notify will void the Customer’s eligibility for any credit for such events.
  • If the Customer is entitled to receive credits on more than one guarantee as set forth herein due to the same service effecting incident, the maximum entitlement of the Customer shall in no case exceed the relevant percentage amount calculated on the total Monthly Recurring Charges applicable for the month.
4.EXCLUSIONS:

The Service Level Guarantee shall not apply to the following Performance issues:

  • That resulted from any actions or inactions of the Customer or any third parties.
  • That resulted from the Customer’s equipment and / or third party equipment, not within the sole control of YOTTA.
  • Caused by a Force Majeure event.
  • Planned / Scheduled Maintenance for which YOTTA had provide notice of seven (7) days or more.
  • Any restrictions placed / imposed upon YOTTA by the Customer, which prevent or delay the performance of YOTTA’s obligations including but not limited to restrictions on YOTTA right to access the Customer Area resulting in YOTTA’s failure to perform necessary maintenance or emergency / supplemental work in time.

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