Service Level Agreement

This Service Level Agreement (“SLA”) describes the service levels and related remedies applicable to the Nasuni Data Storage Service (“Data Storage Service”). Your use of the Data Storage Service, and the terms of this SLA, are subject to the terms of the Nasuni Terms of Service and License Agreement (“Terms of Service”) and the Nasuni Privacy Policy. Nasuni may amend the terms of this SLA in accordance with the Terms of Service. Unless defined herein, terms used in this SLA have the meanings specified in the Terms of Service.

1. SERVICE LEVELS

Nasuni will use reasonable efforts to make the Data Storage Service available and to protect your data such that it will be:

100% Available: The Data Storage Service will always be available to store and retrieve your data;
100% Accessible: The Data Storage Service will always enable you to access your data;
100% Secure: Nasuni ensures that only someone who possesses the decryption key and cloud credentials can read the encrypted content in the data blocks that you store on the Data Storage Service;
100% Immutable: If your data is readable we ensure that it has not been changed since you put it on the Data Storage Service; and
Restored with the Click of a Button After a Disaster.

If the Data Storage Service fails to meet any of the service levels above, and as a result an Incident occurs, then you may receive Service Credits as described in Section 3.

2. DEFINITIONS

“Incident” means a Disaster Recovery Incident, an Outage, or an incident where your data is read or changed in violation of Section 1(c) or Section 1(d).

“Disaster Recovery Incident” means an incident where you do not have access to all of your data via the Data Storage Service within 15 minutes after: (a) the appliance running the Data Storage Service on your premises has stopped working permanently and you cannot access any of your data (a “Disaster”); (b) you have downloaded the Data Storage Service software to a fully functioning appliance and have completed the login wizard for the Data Storage Service software; and (c) you have clicked “Continue” from the “Ready to Perform Disaster Recovery” screen of the Data Storage Service software on such appliance.

“Outage” means a 5-minute period of consecutive failed attempts by the Data Storage Service to provide the data you request. Disaster Recovery Incidents are excluded from the term “Outage.”

3. SERVICE CREDITS

In the event of an Incident, subject to the terms of this SLA, you will be entitled to a credit as set forth in this Section 3 (each, a “Service Credit”). For each day in which there is one or more Incident(s), you will receive a Service Credit equal to 10 free days of the Data Storage Service, which Service Credit will be applied as an extension of the then-current term of your Data Storage Service agreement. You may accrue Service Credits up to a maximum of 3 months of free Data Storage Service in any 12-month period. To be eligible for Service Credits you must comply with the Credit Request and Payment Procedure in Section 4. The Service Credits are Nasuni’s sole obligation and your sole and exclusive remedy for any failure to achieve the service levels described above or other failure of the Data Storage Service.

4. CREDIT REQUEST AND PAYMENT PROCEDURE

Nasuni keeps some logs for a limited period of time, so you must alert Nasuni of any request for a Service Credit so that Nasuni can confirm the Incident. If you do not provide the request and other information as required in this Section 4, you will not be eligible to receive a Service Credit. You must submit requests for Service Credits by sending an email message to SLA@nasuni.com. The request must include, in the subject line of the message, your company name, authorized administrator name and his or her associated email address, and, in the body of the message: (i) the dates and times of each Incident you believe you have experienced and a description of the Incident; and (ii) with respect to Outages and Disaster Recovery Incidents, your logs from your Nasuni Filer indicating your inability to access the Data Storage Service, which logs document the Data Storage Service failures and corroborate your claimed Outage or Disaster Recovery Incident (any confidential or sensitive information in these logs should be removed or replaced with asterisks). Nasuni must receive all requests for Service Credits along with all the information within 10 business days after the date of the perceived Incident. If Nasuni confirms your claim, Nasuni will issue the applicable Service Credit within 10 business days after such confirmation and apply it to your account in accordance with Section 3.

5. EXCLUSIONS

On-Premises Incidents. This SLA does not apply to any service interruption, security breach or access to or manipulation of your data that occurs on your premises. The SLA applies (i) only when your appliance running the Data Storage Service software has a fully functional connection to the Internet, and (ii) only to your data traveling via the Data Storage Service from the point of demarcation of your premises and back to the point of demarcation of your premises.

Encrypted Content. Section 1(c) applies only to data encrypted by the Data Storage Service upon exit from your premises, at the point of demarcation to the Internet, and returned to the point of demarcation of your premises via the Data Storage Service. If you grant Nasuni access to your encryption keys or access to your appliance, Nasuni may see your data and this will not be a violation of Section 1(c).

Other. The SLA does not apply to any Incident or other unavailability or problem with the Data Storage Service: (i) that results from the suspension or termination of your right to use the Data Storage Service in accordance with the Terms of Service; (ii) that is caused by factors outside of our reasonable control, including a force majeure event, or Internet access or related problems on your premises; (iii) that results from any actions or inaction of you or any third party; or (iv) that results from your equipment, software or other technology or third party equipment, software or other technology. If Data Storage Service performance is affected by problems other than Incidents, we may issue you a Service Credit with respect to such problems in our sole discretion. This SLA does not apply to any Nasuni data storage service provided pursuant to an agreement that commenced before July 1, 2011 (unless you upgrade such service to the Data Storage Service after such date) or any Nasuni product or service other than the Data Storage Service.