Support Policy and Service Level Commitment

This Support Policy and Service Level Commitment (“SLC”) is between Cloud Metric Inc.(“CMI”) and the Client (“Client”).

This SLC describes the terms and conditions related to support for the Services, CMI’s commitment to a service level and any remedy for CMI’s failure to meet this commitment. BY ACCESSING OR USING THE SERVICES, THE CLIENT AGREES TO THE TERMS OF THIS SLC.

1. Definitions

   “Acceptable Use Policy” or “AUP” is the acceptable use policy located at www.cloudmetric.ca.

   “Agreement” means the Client Services Agreement, as well as any Schedules, order forms, quotations and all documents supplementing, amending or confirming the Agreement.

   “Client Owned Hardware” or “COH” means any hardware or equipment owned by the Client whether purchased from CMI or another supplier.

   “Client Premise Equipment” or “CPE” means any Equipment located at Client premise.

   “Equipment” means any equipment, facilities and products, including but not limited to servers that CMI uses in order to deliver Service to the Client.

   “Estimate” means the estimate for products, Services and/or Professional Services provided by CMI to the Client.

   “Fees” means the rates and charges set out in the Service Applicable as well as any additional usage charges, surcharges, pricing and features applicable to any specific Service.

   “Hardware Purchase Agreement” or “HPA” is the hardware purchase agreement located at www.cloudmetric.ca.

   “Internet Service Provider” or “ISP”: The service provider, whether CMI or third party, that delivers Internet Service to Client premise.

   “MACD” means a Move, Add, Change, or Delete request with respect to the Services. This includes but is not limited to requests for changes to system and/or services functionality.

   “Measurement Period” is the measurement period begins on the first day of each month and ends on the last day of such month. For service initiation, the measurement period begins on the first day of the next full month after service is initiated. For service termination, the final measurement period is considered the last full month prior to service termination.

   “Network Operations Center” or “NOC” is an operations center that monitors all CMI owned and/or operated Equipment 24/7/365.

   “Parties” means Client and CMI and “Party” means either one.

   “Platform” is the CMI infrastructure service platform.

   “Professional Services” means the one-time or per incident services such as consultation, installation, or training that CMI provides to the Client.

   “Professional Services Agreement” or “PSA” is the professional services agreement located at www.cloudmetric.ca.

   “Regular Operating Hours” means Monday –Friday, 9:00AM to 5:00PM EST, with the exception of statutory or public holidays.

   “Schedule” means all additional schedules that are attached to this Agreement and any additional schedules executed from time to time by the Parties.

   “Service” or “Services” means the communication services, whether cloud or internet, that CMI provides to Client on an ongoing basis

   “Support Policy and Service Level Commitment” or “SLC” is the support policy and service level commitment with respect to the Services located at www.cloudmetric.ca.

   “Upstream Provider” is a third party that interoperates with the Service by providing certain aspects of the Service that are outside of CMI’s control.

   “Upstream Provider Issue” is an issue with the Upstream Provider’s services that affects the Services.

   “User” includes any person (including but not limited to Client), firm, corporation or other entity that utilizes the Services or otherwise through Client’s authorization or other means utilizes the Services. Derivative terms such as “Usage” and Use” will have corresponding meanings.

   “CMI Network” means any servers, services, or other Equipment owned and/or operated by CMI.

2. Issue Types and Support Policy

   Events are occurrences that impact the availability of Services excluding scheduled maintenance downtime, “Events”. CMI distinguishes among six (6) Issue Types as follows:

   Class 1: Severe: A Class 1 Event is a CMI Network issue that impacts all functionality of the Services for all Clients and results in the failure or inaccessibility of critical functions of the Services.

   Class 2: Moderate: A Class 2 Event is a CMI Network issue that impacts some functionality of the Services for multiple Clients, but the extent of the impact is likely to be moderate. An example of a Class 2 Event is the failure or inaccessibility of some of the non-critical functions of the Services for multiple Clients.

   Class 3: Minor: A Class 3 Event is a CMI Network issue that impacts few functions of the Services for any Client. An example of a Class 3 Event is the minor degradation in functionality of a few functions of the Services for any Client.

   Class 4: Other Service Provider: If the Client uses a third party service provider for another aspect of the internet or cloud services, a Class 4 issue is an Event outside of CMI’s controlled assets that impacts any function of the Services whether severe, moderate or minor. An example of an Other ISP issue is an Internet failure or degradation in Internet service.

   Class 5: Client Premise: A Class 5 issue type is an issue at Client Premise that impacts any function of the Services whether severe, moderate or minor. An example of a Client Premise issue is a local network issue, or COH failure such as the on premise PBX.

   Class 6: MACD or Platform: A Class 6 issue is any other Client specific issue related to the Services such as a HPBX Platform feature issue or request for a MACD.

   Table 1: Support Policy by Issue Type

   Issue Type	Responsible Party*	CMI NOC Availability	Mean Time To Respond	Mean Time To Repair**	Fees
   Class 1	CMI	24/7/365	30 Minutes	1 Hour	N/A
   Class 2	CMI	24/7/365	30 Minutes	2 Hours	N/A
   Class 3	CMI	24/7/365	60 Minutes	24 Hours	N/A
   Class 4	Other Service Provider	Regular Operating Hours	Best Effort	N/A	N/A
   Class 5	Client for on- premise work and CMI for consultation	Regular Operating Hours	4 hours	1 business day***	See Managed Service Fees
   Class 6	CMI	Regular Operating Hours	4 hours	1 business day***	See Managed Service Fees

   (*) When not listed as the responsible party, CMI will be reasonably available for consultation.
   (**) If an issue is specified as an Upstream Provider Issue, CMI will have no control over the resolution time.
   (***) Resolution time will depend on Client’s cooperation with troubleshooting as well as availability of replacement equipment, if required.

3. Contact Information

   The client may contact CMI support by one of the following methods:

   Email: [email protected]
   Phone: 1-888-643-8395

   When submitting a support ticket by phone, the Client will be given the option to select Emergency or Regular. Emergency tickets are monitored 24/7/365 and Regular tickets are monitored during Regular Operating Hours. Accordingly, Class 1-3 tickets should be submitted by phone as Emergency tickets outside of Regular Operating Hours. Class 4-6 tickets should be either submitted by email or submitted as Regular if submitting by phone.

   If the Client is not able to distinguish the class of ticket they should investigate their network and equipment for any local issues before submitting an emergency ticket.

4. Escalation Process

   Upon email request to [email protected], Client will be provided with the current escalation procedure.

5. On-Going Monitoring and Adjustments

   CMI shall monitor the CMI Network and Services on a continuous and on-going basis to ensure the overall efficiency and reliability of the Services.

6. Service Level Commitment

   1. This Service Level Commitment constitutes the service level commitment of CMI with respect to the services.

   2. By using the Services, Client agrees to the Service Level Commitment set forth in this document.

   3. THIS SERVICE LEVEL COMMITMENT MAY BE CHANGED AND UPDATED FROM TIME TO TIME BY CMI. CMI WILL POST THE UPDATED SLC ON ITS WEBSITE (www.cloudmetric.ca) AND MAY ADDITIONALLY PROVIDE CLIENT NOTICE OF ANY CHANGES BY LETTER OR IN CLIENT’S MONTHLY BILL. CLIENT’S CONTINUED USE OF THE RELEVANT SERVICES THEREAFTER WILL BE DEEMED ACCEPTANCE BY CLIENT OF SUCH CHANGES. CMI ENCOURAGES CLIENT TO REGULARLY VISIT ITS WEB SITE FOR THE LATEST TERMS AND CONDITIONS.

7. Private TLS and Public Service Connections provided by CMI

   Service Connections provided by CMI consist of three components; a physical link, an IP connection between the Client and the Internet, and the appropriate CPE. The physical link will generally be a Fibre connection (access) from the Client’s business location to the CMI Network.

   CMI may use an Upstream Provider to deliver Service Connections to the Client in which case the Service Level Commitments contemplated in this agreement do not apply and all service issues will be limited and remedied in accordance with the advertised metrics contracted to CMI by the Upstream Provider.

8. CMI Network Availability

   1. Service Level Commitment

      For the Services provided to Client under the Client Services Agreement with CMI, CMI is committed to maintaining availability (as defined below) of the CMI Network of ninety-nine and nine hundred ninety-nine hundredths percent (99.999%). This is across the entire CMI Network and not specific to any single customer line.

   2. Measurement and Calculation

      “CMI Network Availability” is the ratio of the time the CMI Network is capable of accepting and delivering information to the total time in the Measurement Period. CMI Network Availability is expressed as a percentage.The calculation for CMI Network Availability is:

      [(Total Minutes in Measurement Period – Total Minutes of Downtime in Measurement Period) X 100%]/Total Minutes in Measurement Period

   3. Components Included

      This is a CMI Network wide measurement.

   4. Components Excluded

      The following shall be excluded from any CMI Network outage time when calculating the SCMICC Network Availability:

      • CMI Network downtime during scheduled maintenance windows of CMI or its vendors

      • The failure of any components due to negligence or intentional misconduct of the Client

      • All COH and CPE

      • CMI Network downtime during which CMI cannot access required facilities due to inaccessibility beyond CMI’s reasonable control

      • CMI Network downtime due to Acts of God or nature

      • Failures due to the local loop

      • CMI Network downtime due to scheduled maintenance caused by the act or failure to act of the Client or any party other than CMI or caused by any action or event beyond CMI’s reasonable control

      • CMI Network downtime due to failure of any network or system provided by Client or any third party

      • Other services provided to the Client that are not part of the CMI Network

   5. CMI Network Availability Remedies

      Upon notification by the Customer and verification by CMI that the actual CMI Network Availability is below the committed CMI Network Availability for the Measurement Period, CMI shall apply a credit equal to fifteen percent (15%) of the monthly service charge under the Agreement for each validated outage in the applicable Measurement Period. Such credit shall be Client’s sole and exclusive remedy for CMI’s failure to meet the committed CMI Network Availability. Client must request credit within sixty (60) days of the validated outage. CMI reserves the right to determine if an outage is considered a validated outage. Client payables must be current prior to receiving any credits. Requests for credits may take up to 30 days to research and review; Client is responsible for paying current invoices and will receive a credit after the 30 day review period.

9. Throughput

   1. Service Level Commitment

      Latency to the Internet Gateway from the CPE will not exceed 60ms.

   2. Measurement and Calculation

      “Throughput” is the ability of the CMI Network to transmit traffic without loss or error at the contracted connection speed, measured over the Measurement Period.

   3. Excluded Items

      The following shall be excluded from any determination of Throughput:

      • The failure of the CPE, COH or any components on the Client side, whether or not such CPE or COH was provided by CMI

      • Service degradation during CMI’s scheduled maintenance windows

      • The failure of any components due to negligence or intentional misconduct of the Client

      • Service degradation during which CMI cannot access required facilities due to inaccessibility beyond CMI’s reasonable control

      • Service degradation due to Acts of God or nature

      • Any lines added, removed, or re-configured during the month

      • Service degradation due to the local loop

      • CMI Network downtime or Service degradation due to failure of any network or system provided by the Client or any third party

      • CMI Network downtime caused by the act or failure to act of Client or any party other than CMI or caused by any action or event beyond CMI’s reasonable control

      • Other services provided to the Client that are not part of the CMI Network

   4. Throughput Remedies

      Upon notification by the Client and verification by CMI that the actual Throughput is below the committed Throughput for the Measurement Period, CMI shall apply a credit equal to fifteen percent (15%) of the monthly service connection charge for each service that fails to meet the committed Throughput in the applicable Measurement Period. Such credit shall be Client’s sole and exclusive remedy for CMI’s failure to meet the committed Throughput. Client must request credit within sixty (60) days of the validated outage. CMI reserves the right to determine if an outage is considered a validated outage. Client payables must be current prior to receiving any credits. Requests for credits may take up to 30 days to research and review; Client is responsible for paying current invoices and will receive a credit after the 30 day review period.

10. Managed Services

    Managed Services will be provided in the form of remote support and consultation. Any on-premise troubleshooting, repair, or re-installation of equipment is the responsibility of the Client. The following terms apply to Class 5 and 6 issues.

    1. Components Included

       • CMI Platform (features, functionality, MACDs)

       • Network Switches

    2. Components Excluded

       • On-premise repair, replacement or troubleshooting

       • Local network wiring

       • Computers

       • Monitors

       • Fax Machines

       • Any other equipment connected to the network

       • Upstream Provider issues

11. Mean Time to Respond

    1. Service Level Commitment

       See Target Response Times in Table 1.

    2. Measurement and Calculation

       Elapsed time is measured from the time a particular trouble ticket is opened by CMI or Client to the time CMI attempts to contact the Client with a status update of the trouble reported.The “Mean Time to Respond” calculation is as follows:

       [Time Representative Attempts to Contact Client – Time Trouble Reported]/

       [Total Number of Trouble Tickets in Measurement Period]

    3. Excluded Items

       The following shall be excluded from any determination of Mean Time To Respond:

       • When response is not met due to Acts of God or nature, scheduled maintenance, the act or failure to act of the Client or any party other than CMI or any action or event beyond CMI’s reasonable control
       • When response is not met due to of any network or system provided by customer, any third party or Upstream Provider
       • Other services provided to the Client that are not part of the CMI Network

    4. Mean Time to Respond Remedies

       Upon notification by the Client and verification by CMI that the committed Mean Time to Respond is not met for the Measurement Period, CMI shall apply a credit equal to fifteen percent (15%) of the monthly service connection charge for each incident for which CMI did not meet the committed Mean Time to Respond. Such credit shall be the Client’s sole and exclusive remedy for CMI’s failure to meet the committed Mean Time to Respond. Client must request credit within sixty (60) days of the validated outage. CMI reserves the right to determine if an outage is considered a validated outage. Client payables must be current prior to receiving any credits. Requests for credits may take up to 30 days to research and review; Client is responsible for paying current invoices and will receive a credit after the 30 day review period.

12. Mean Time To Repair

    1. Service Level Commitment

       See Table 1.

    2. Measurement and Calculation

       Elapsed time is measured from the time the trouble ticket is opened by CMI to the time service is restored to normal operating performance. The calculation for “Mean Time to Repair” is as follows:The “Mean Time to Repair” calculation is as follows:

       [Total Outage Time (hours) for all Trouble Tickets]/

       [Total Number of Trouble Tickets]

    3. Excluded Items

       • The following shall be excluded from any determination of Mean Time To Repair:

       • Trouble tickets due to the failure of the COH, CPE or any components on the Client, whether or not such COH or CPE was provided by CMI

       • Trouble tickets due to CMI’s scheduled maintenance windows

       • Trouble tickets due to the failure of any components due to negligence or intentional misconduct of the Client

       • Trouble tickets for which CMI cannot access required facilities due to inaccessibility beyond CMI’s reasonable control

       • Trouble tickets due to Acts of God or nature

       • Trouble tickets related to any lines added, removed, or re-configured during the month

       • Trouble tickets associated with lines used as backup or alternate routes

       • When response is not met due to any network or system elements provided by Client, any third party or Upstream Provider

       • “No Trouble Found” trouble tickets

       • Failures due to the local loop

       • Trouble tickets caused by the act or failure to act of the Client or any party other than CMI or caused by any action or event beyond CMI’s reasonable control

       • Other services provided to the Client that are not part of the CMI Network

    4. Mean Time to Repair Remedies

       Upon notification by the Client and verification by CMI that the actual Mean Time to Repair level is below the committed level, CMI shall apply a credit equal to fifteen percent (15%) of the monthly service connection charge for each incident for which CMI did not meet the committed Mean Time to Repair. Such credit shall be the Client’s sole and exclusive remedy for CMI’s failure to meet the committed Mean Time to Repair. The Client must request credit within sixty (60) days of the validated outage. CMI reserves the right to determine if an outage is considered a validated outage. The Client payables must be current prior to receiving any credits. Requests for credits may take up to 30 days to research and review; the Client is responsible for paying current invoices and will receive a credit after the 30 day review period.

13. Warranty

    1. Warranty Commitment

       All hardware purchased from CMI by the Client is under a warranty period specified in Hardware Purchase Agreement. The Client will be required to send any non-functional hardware to CMI. CMI is committed to maintain a maximum of 30 business day repair or replace time on all hardware purchased from CMI, excluding the time to ship to and from CMI.

14. Remedies – General

    1. Maximum Allowable Remedy

       At no time will multiple remedies be provided to the Client for the same, similar or related troubles on the same line. CMI shall have no liability for any failure of any CMI network, service or equipment to meet the forgoing guidelines due to scheduled maintenance, caused by the act or failure to act of the Client or any party other than CMI or caused by any action or event beyond CMI’s reasonable control.The Client’s sole and exclusive remedy for CMI’s failure to meet the foregoing guidelines shall be the credit outlined in the applicable section. The maximum allowable remedy in a given Measurement Period will be the value of the monthly service charge. The Client must request credit within sixty (60) days of the validated outage. CMI reserves the right to determine if an outage is considered a validated outage.

       THE CLIENT UNDERSTANDS THAT THE SERVICES, NETWORKS AND EQUIPMENT REFERRED TO HEREIN WILL BE FURNISHED “AS IS” AND WITH ALL FAULTS. OTHER THAN ANY LIMITED WARRANTY THAT MAY BE GIVEN TO CLIENT UNDER THE AGREEMENT, CMI MAKES AND CLIENT RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, STATUATORY, IN THIS SLC OR IN ANY COMMUNICATION WITH CLIENT REGARDING SUCH SERVICES, NETWORK OR EQUIPMENT. CMI SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. CMI EXPRESSLY DISCLAIMS RESPONSIBILITY FOR ARISING OUT OF OR BASED UPON THE CONTENT OF INFORMATION TRANSMITTED BY CLIENT OR THE RESULTS OF ANY TRANSMISSION. CMI DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES, NETWORKS OR EQUIPMENT COVERED BY THIS SLC WILL BE UNINTERRUPED OR ERROR FREE.