Service Level Agreement

This agreement is between ReValence Networks, Ltd. (“ReValence”) and its hosting client (“Client”). The agreement applies specifically and only to the one or more domains, web sites, applications, databases, video streams, and other listed resources that are hosted on ReValence servers for the purpose of being accessible and available via the Internet to public or private users on behalf of the Client.

In return for the hosting fee and other applicable fees paid in a timely manner by the Client, ReValence will provide and assure the following service levels:

(1) Availability:
ReValence sets a goal of 99.99% uptime availability. (This equates to 52.6 minutes of unscheduled downtime per year.) Availability is calculated on a rolling, 12-month basis, resetting at the end of each month. Server hardware & network: ReValence schedules maintenance windows weekly; major maintenance windows quarterly. An e-mail notice will be sent to Client’s Primary and Backup Contacts; a web page notice will be displayed to users at time of access. Web site and content management interfaces: ReValence schedules maintenance windows monthly; major maintenance windows quarterly. An e-mail notice will be sent to Client’s Primary and Backup Contacts; a web page notice will be displayed to users at time of access.

(2) Managed Firewall Service: 
ReValence will place servers behind the internal interface of a ReValence-managed firewall (“Firewall”), and will set the appropriate network policies necessary to limit access to such servers.

(3) Monitoring of key network elements: 
ReValence will provide continuous monitoring of key network elements 7x 24. In the event that the monitored device fails (goes red), the ReValence NOC will initiate a troubleshooting process to verify that the network is operating properly.

Notable Exceptions: ReValence is not responsible for availability or data transfer interruptions caused by events or conditions beyond its control. In such cases, ReValence will attempt to determine the cause, at Client’s request and sole cost, and provide contact information to Client so that remediation may be sought directly from the responsible party. Causes beyond the reasonable control of ReValence or that are not reasonably foreseeable by ReValence, include, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.

Service Credits: Service Credits will be issued if ReValence fails to meet any of the service commitments outlined in this Service Level Agreement (SLA). The maximum service credit(s) are limited to the monthly fee of the Service. In order to receive a service credit, Client must notify ReValence by opening a Trouble Ticket within 24 hours of an outage. ReValence must verify the SLA violation within the trouble ticket.

Service Credit Exceptions: Service Credits shall not be issued where the Service is unavailable as a result of: (a) Scheduled Maintenance, (b) Interruptions caused by the negligence, error or omission of Client or end-user or others authorized by customer to use or modify the Client’s Service, (c) Client’s applications, equipment, or facilities including Client premise wiring, (d) acts or omissions of Client, or any use of the Service authorized by Client or (e) reasons of Force Majeure, (f) Interruptions from Client’s use of Services in an unauthorized or unlawful manner, (g) Interruptions resulting from a ReValence disconnect for non-payment or an interruption due to improper or inaccurate network specifications provided by Client, (h) Interruptions during any period when Client or user has released service to ReValence for maintenance or rearrangement purpose, or for the installation of a Client service order; and/or (i) Interruptions during any period when Client elects not to release the Service(s) for testing and/or repair and continues to use the Service on an impaired basis.

Scheduled Maintenance: Scheduled Maintenance shall mean any maintenance at the ReValence NOC to which Client's circuit is connected (a) of which Client is notified 48 hours in advance. Notice of Scheduled Maintenance will be provided to Client’s Primary and Backup Contacts by email. It is Client’s obligation to make sure ReValence has correct contact information.

Urgent Maintenance: Urgent Maintenance refers to efforts to correct network conditions that are likely to cause a material Service outage and that require immediate action. Urgent Maintenance may degrade the quality of the Services, including possible outages. Such effects related to Urgent Maintenance shall entitle Client to service credits as set forth below. ReValence may undertake Urgent Maintenance at any time deemed necessary and shall provide notice of Urgent Maintenance to Client as soon as is commercially practicable under the circumstances.

Service Availability Remedy: In the event that, for a particular month, the Service Availability falls below the commitment noted above, Client will receive a credit for service(s) affected for such month in accordance with the following calculation.

Assume an outage of 2.5 hours or 150 minutes in April. April has 43,200 minutes (30 days * 24 hours * 60 minutes). Service Availability for April: (43200 -150)/43200 = 99.65%. Service Availability shortfall: 99.99 – 99.65 = 0.34%

Service Availability Shortfall	Monthly Fee Credit
< 1%	5%
1% - 3%	10%
>3%	20%

ReValence's Rights: ReValence explicitly reserves the right and sole discretion to: (i) modify its pricing; (ii) review Client’s use of the services for excessive space and bandwidth utilization and to terminate Client’s use of the Services or apply additional fees if allowed levels are exceeded; (iii) establish limits and guidelines concerning the use of the services; (iv) terminate Client’s use of the services for use of the services to unnecessarily or illegally harass, non-payment of fees for the services, activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties, activities prohibited by the laws of the United States and/or foreign territories in which Client conducts business, activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography, activities that are tortious, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable in the sole opinion of ReValence , activities designed to impersonate the identity of a third party, activities designed to harm minors in any way, and other activities whether lawful or unlawful that ReValence determines, in its sole discretion, to be harmful to its other customers, operations, or reputation; (v) terminate Client’s use of the Services if Client’s use of the Services results in, or is the subject of, legal action or threatened or proposed legal action, against ReValence or any of its affiliates or partners, without consideration for whether such legal action or threatened or proposed legal action is eventually determined to be with or without merit, and (vi) terminate Client’s use of the Services if You have not accessed or logged into it for more than ninety (90) days. If ReValence terminates Client’s use of the Services, ReValence may, at its own option and in its sole discretion, remove and destroy data and files stored by Client on its servers. ReValence has no obligation to monitor Client’s use of the Services, but reserves the right in its sole discretion to do so.

IN NO EVENT SHALL REVALENCE BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, BUSINESS INTERRUPTION OR OTHERWISE. THIS SERVICE IS PROVIDED "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL REVALENCE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Payment of Fees: The fees are set forth on the schedule below. All fees are calculated and expressed herein as annual fees, and are due and payable in advance by means of one (annual), four (quarterly) or 12 (monthly) installments. All invoices will be sent via email to Client’s Billing Contact.

Non-Payment of Fees & Termination: If ReValence is not in receipt of Client’s fees by the due date for any period, it is released from the Service Availability Remedy set forth herein for the entire period for which fees are due. Further, ReValence may assess a late payment recovery fee in the amount of $25 per collection attempt. ReValence may, at its sole option, either block public and private access to services provided or completely shut down services for any Client with unpaid fees in arrears for longer than 30 days. A reinstatement fee of $75 will apply.

Client may terminate this agreement at any time given 14 days advance written notice along with payment in full, plus a termination fee of 10% of the Annual Hosting Fee, by certified U.S. Mail to ReValence. Client shall be responsible for coordinating and orchestrating the necessary actions to move the resources to another provider and ReValence will respond in a prompt, timely and professional manner to ensure a smooth transition.