Managed Bare Metal Essentials Service Level Agreement

Effective: November 18, 2020

This Managed Bare Metal Essentials Service Level Agreement (this "SLA") is a policy governing the use of the OVHcloud Services within the Managed Bare Metal Essentials product family and applies separately to each Customer using these OVHcloud Services. In the event of a conflict between the terms of this SLA and the OVHcloud Terms of Service (the "Terms of Service"), the terms and conditions of this SLA apply, but only to the extent of such conflict. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Terms of Service.

Limitations

The Customer must have at least two (2) identical Host Servers of the same technical specifications, and the High Availability (HA) option must be activated in its Virtualization Interface. Customers with only one (1) Host Server are not entitled to Service Credits or a replacement of a Host Server in the event that the OVHcloud Service is unavailable or defective. Payment of any Service Credits is contingent on the Customer’s creation of an incident ticket.

Service Availability Commitment

OVHcloud will use commercially reasonable efforts to ensure that each class of OVHcloud Service identified below is "Available" during a given calendar month equal to the "Monthly Availability Commitment" for such OVHcloud Service as set forth in the table below. In the event any of the OVHcloud Services do not meet the Monthly Availability Commitment, You will be eligible to receive a Service Credit as described below.

Calculation of Availability

"Monthly Availability Percentage" is calculated by subtracting from 100% the percentage of minutes during the month in which any class of OVHcloud Service was Unavailable. Monthly Availability Percentage measurements exclude Unavailability resulting directly or indirectly from any Unavailability Exclusion (as defined below).

Service Credits

Service Credits are calculated as a percentage of the total Fees paid by the Customer (excluding one-time payments) for the individual OVHcloud Service for the calendar month in which the Unavailability occurred in accordance with the schedule below.

Host Server

OVHcloud will replace a defective Host Server within one hundred thirty-one (131) minutes. If it cannot be replaced within one hundred thirty-one (131) minutes, the Customer will receive a Service Credit equal to 30% of the total monthly invoiced amount paid by the Customer for the Host Server.

Storage Resources, Network and Virtualization Interface

How to Request a Service Credit

1. To request a Service Credit, You must file a support request within sixty (60) calendar days of the suspected incident via the OVHcloud Control Panel.
2. If the Monthly Availability Percentage of such request is confirmed by OVHcloud and is less than the Monthly Availability Commitment, then OVHcloud will issue the Service Credit to You within forty-five (45) calendar days in which your request is confirmed by OVHcloud. OVHcloud's monitoring tools, data, and records will be the sole source of information used to track and validate Availability.
3. Service Credits will be issued to the person or entity that OVHcloud invoices for the applicable instance of the OVHcloud Service, as a separate credit memo that can be applied towards a future invoice for that OVHcloud Service instance. If Your Service Term for the OVHcloud Service expires or is terminated prior to the issuance of a Service Credit, the Service Credit will become void as of the date of the expiration or termination.
4. You will not be eligible to receive a Service Credit if: (i) Your Account has any payments for the OVHcloud Service that are delinquent, (ii) You are in violation of the Terms of Service during the time of the incident, or (iii) the incident was due to Your failure to meet Your security responsibilities as set forth in the Terms of Service.
5. The Service Credits specified in this SLA are Your sole and exclusive remedies for any incident occurring during Your Service Term for the OVHcloud Service or for any other claim in connection with this SLA. In no event will the amount of Service Credits issued for all incidents within a given month exceed 30% of the monthly invoiced amount for the OVHcloud Services.

Unavailable and Unavailability Exclusions

1. "Unavailability" or "Unavailable" for these OVHcloud services means one of the following:
   1. Host Servers: loss of access to one or more of the Host Servers provided to the Customer due to a breakdown or a malfunction of these Host Servers. Devaluation of the performance of the infrastructure without loss of access to a Host Server shall not constitute Unavailability, even in cases where a reduction in Infrastructure performance levels is observed. If a Host Server is rebooted by the Client or due to scheduled and communicated maintenance, the availability of the Host Server will resume monitoring thirty (30) minutes after the reboot.
   2. Storage Resources: Access is not possible to Storage Resources (including additional NFS datastores), due to a fault with or downtime of the Storage Resources. Downtime and faults that do not prevent access to Host Servers shall not be considered Unavailability.
   3. Network and connectivity: loss of access to the Host Servers and/or Data Stores due to a breakdown or a malfunction of the network equipment or connectivity. Breakdowns and/or malfunctions of the network equipment or connectivity which do not impact the ability to access Host Servers and Data Stores do not constitute Unavailability, even where there is a noticeable reduction in performance levels.
   4. Virtualization Interface: Use not possible for some or all Virtualization Interface functionalities due to a problem related to the application (excluding faults or bugs in VMware products and configuration issues or faults linked to poor maintenance or updates to the application, which remain the responsibility of the Customer).
2. The following (each an "Unavailability Exclusion") will be excluded from any time-based calculations related to a class of OVHcloud Service being Unavailable:
   1. scheduled, recurring or zero impact maintenance windows;
   2. Unavailability due to Your misuse of a particular class of OVHcloud Service;
   3. Unavailability that results from Your facilities, equipment, software, or other technology and/or third-party facilities, equipment, services, software, or other technology (other than third-party equipment within OVHcloud's direct control);
   4. Unavailability arising from Your use of an outdated release of the OVHcloud Services or third-party software, or any failure to install a material Update to either of the foregoing;
   5. Unavailability caused by third-party service or facility providers, including any telecom, internet, or other related service or facility provider, or packet loss, network or Internet problems beyond OVHcloud's border router supporting OVHcloud's public internet connectivity;
   6. Denial of service attacks, virus or hacking attacks, or bugs in code, hardware, or services for which there is no commercially reasonable, known solution (even if there is a known workaround); and
   7. Force majeure events or any other event that are not within OVHcloud's direct control or that could not have been avoided with commercially reasonable care.

OVHcloud will use its best efforts to communicate downtime events prior to scheduled, recurring, or zero-impact maintenance windows as described above, however, this will not always be possible. Without limiting the foregoing, service interruptions due to emergency maintenance will constitute Unavailability Exclusions equivalent to scheduled maintenance windows, provided that (1) OVHcloud notifies You of such emergency maintenance as soon as possible and (2) downtime due to emergency maintenance does not exceed four (4) hours in any month.