Service Level OBJECTIVES

Service Level OBJECTIVES (SLO)

Version 5 - Date of release: 21 February 2022.

This Service Level Objectives (“SLO”) is part of an agreement for certain VALORX services (“Agreement”) between VALORX and Customer and apply solely to the Services and not any other VALORX product or service.

Capitalized terms are defined in the Glossary below. Capitalized terms not defined in this SLA shall have the meanings ascribed to them in the General Terms and Conditions for VALORX Services (“GTC”).

If we do not achieve or maintain the Service Levels for each Service as described in this ONS, Customer may be eligible to receive a credit against a portion of the monthly service prices. We will not change the terms of your ONS during the initial subscription period; however, if you renew your subscription, the version of this ONS that is in effect at the time of renewal will apply during the applicable renewal period. We will provide a minimum of ninety (90) days advance notice in the event of material adverse changes to this ONS.

General Terms

Definitions

“Applicable Monthly Period” means, for a calendar month in which a Service Credit is due, the number of days that you are a subscriber to a Service.

“Applicable Monthly Service Prices” means the total prices that you actually pay for a Service and that apply to the month in which a Service Credit is due.

"Downtime" is defined for each Service in the following Service-Specific Terms. Downtime does not include Scheduled Downtime. Downtime does not include unavailability of a Service due to limitations described below and in the Service Specific Terms.

"Error Code" refers to the indication that an operation has generated an error.

"External Connectivity" is bidirectional network traffic using supported protocols such as HTTP and HTTPS that can be sent and received from a public IP address.

“Incident” refers to (i) any individual event, or (ii) any set of events, that give rise to Downtime.

"Administration Portal" refers to the web interface provided by VALOR X , which allows customers to manage the Service.

"Scheduled Downtime" means periods of Downtime related to network, hardware, or Service maintenance or upgrades.

“Service creditin case of approval of the claim to VALOR X. you

"Service Objective" refers to the performance metrics that VALOR X agrees to meet in providing the Services, as set forth in this service level agreement.

"Service Resource" means an individual resource available for use on the Service.

"Success Code" refers to the indication that an operation has completed successfully.

"Support Term" means the period of time during which a feature or Service is supported for compatibility with a different product or service.

“Minutes Per User” means the total number of minutes in a month, less all Scheduled Downtime, multiplied by the total number of users.

Terms

Claims

In order for VALOR X to consider a claim, you must submit the claim to customer support at VALOR X escalate it to OVH with all information necessary for VALOR X validate the claim, including but not limited to : (i) a detailed description of the Incident; (ii) information regarding the time and duration of Downtime; (iii) the number and locations of affected users (if any); and (iv) descriptions of your attempts to resolve the Incident at the time it occurred.

We will evaluate all information reasonably available to us and make a good faith determination as to whether or not a Service Credit is due. We will use commercially reasonable efforts to process claims during the subsequent month and within forty-five (45) days of receipt. You must comply with the Agreement to be eligible for a Service Credit. If we determine that a Service Credit is due to you, we will apply it to the Applicable Monthly Service Fees.

Service

Credits Service Credits are your exclusive and sole remedy for any performance or availability issues with any Service under the Agreement and this SLA. You may not unilaterally compensate for any performance or availability issues with the Applicable Monthly Service Prices.

Service Credits only apply to prices paid for the specific Service, Service Resource or category of Service whose Service Level has not been met. Where Service Levels apply to individual Service Resources or separate Service categories, Service Credits only apply to prices paid for the affected Service Resource or Service category, as applicable. The Service Credits granted in any billing month for a particular Service or Service Resource will not, in any event, exceed the monthly service prices you pay for such Service or Service Resource, as applicable, in the billing month.

Service Credits are not cumulative and the highest amount claimed will be taken where it will be applied to the monthly rate without exceeding 30% of it.

Limitations

This ONS and all applicable Service Levels do not apply to performance or availability problems:

Caused by factors beyond our reasonable control (for example, natural disasters, wars, acts of terrorism, riots or government action, or an error in a network or a device outside of our data centers, either on your premises or between your premises and our data center);
Derived from the use of services, hardware or software not provided by VALOR X , including, but not limited to, problems arising from inadequate bandwidth or related to third party software or services);
Caused by your use of a Service after we have notified you to modify your use of that Service, if you did not modify your use as notified;
Caused by an unauthorized action or, when required, an omission on the part of you or your employees, representatives, contractors or suppliers, or of any person who obtains access to our network with your passwords or your equipment; or that are due to your failure to follow proper security practices;
Caused by not respecting mandatory configurations, not using supported platforms, not complying with acceptable use policies or due to the use of a Service inconsistent with the features and functionality of the Service (for example, attempting to perform unsupported operations) or different the one described in the help published by VALOR X ;
Caused by erroneous inputs, instructions or arguments;
Originated by your attempts to carry out operations that exceed the pre-established quotas or by our limitation due to suspected abusive behavior;
Due to your use of features of the Service outside of the associated Support Terms; o
For reserved licenses, but not paid at the time of the Incident.

Service Level Agreement Details

Additional Definitions

“Availability Set” refers to two or more Virtual Machines deployed in different Fault Domains to avoid a single point of failure.

“Cloud Services” refers to a set of processing resources used for the Web Role and the Worker Role.

“Fault Domain” is a collection of servers that share common resources, such as processing power and network connectivity.

“Tenant” represents one or more roles made up of one or more role instances implemented in a single package.

“Update Domain” refers to a set of VALOR X to which platform updates are applied simultaneously.

“Virtual Machine” refers to persistent instance types that can be deployed individually or as part of an Availability Set.

“VNet” means a Virtual Private Network made up of a user-defined collection of IP addresses and subnets that make up a network boundary at VALOR X . VNets support the IP addresses defined in RFC 1918.

“Web Role” is a Cloud Services component that runs in the OVH runtime environment and is customized for programming web applications.

“Worker Role” is a Cloud Services component running on the OVH runtime that serves for general deployment and can perform background processing for a Web Role.

Calculation of Monthly Uptime and Service Levels for Cloud Services

“Maximum Minutes Available” represents the total minutes accumulated during a billing month for all roles with Internet connection that have two or more instances deployed in different Domains Update. Maximum Available Minutes is measured from the time the tenant is deployed and its associated roles are started from an action performed by Customer to the time Customer initiates an action that results in stopping or removing of the tenant.

“Downtime” is the total accumulated minutes that are part of the Maximum Available Minutes without External Connectivity.

The “Monthly Uptime Percentage” for Cloud Services is calculated as the Maximum Available Minutes minus the Downtime divided by the Maximum Available Minutes for a billing month of a VALOR X . Monthly Uptime Percentage is expressed by the following formula:

Monthly Uptime (%) = (Maximum Available Minutes–Downtime) / Maximum Available Minutes

The following Service Levels and Service Credits apply to usage of Cloud Services by Client:

PERCENTAGE OF MONTHLY UPTIME SERVICE CREDIT

97.01% - < 98% 5%

< 97.00% 10%

Calculation of Monthly Uptime and Service Levels for Virtual Machines

“Maximum Available Minutes” is the total minutes accumulated during a billing month for all Virtual Machines with Internet connection that have two or more instances deployed in the same Availability Set. Maximum Available Minutes is measured from the time at least two (2) Virtual Machines from the same Availability Set are started from an action performed by Customer to the time Customer initiates an action that results in stopping or deleting Virtual Machines.

“Downtime” is the total accumulated minutes that are part of the Maximum Available Minutes without External Connectivity.

The “Monthly Uptime Percentage” for Virtual Machines is calculated as the Maximum Available Minutes minus the Downtime divided by the Maximum Available Minutes for a billing month of a VALOR X . Monthly Uptime Percentage is expressed by the following formula:

Monthly Uptime (%) = (Maximum Available Minutes–Downtime) / Maximum Available Minutes

The following Service Levels and Service Credits apply to usage of Virtual Machines by Customer:

PERCENTAGE OF MONTHLY UPTIME SERVICE CREDIT

98.01% < 99% 5%

< 98.00% 10%

Calculation of Monthly Uptime and Service Levels for ERP Services

“Downtime” is the total accumulated minutes that are part of the Maximum Available Minutes without External Connectivity.

Monthly Uptime (%) = (Maximum Available Minutes–Downtime) / Maximum Available Minutes

The following Service Levels and Service Credits apply to usage of Virtual Machines by the Client:

PERCENTAGE OF MONTHLY UPTIME SERVICE CREDIT

< 96.00% 2% Of the Monthly Subscription Fee for each 1% below the ONS, not to exceed 30% of the Monthly Subscription Fee. Does not include monthly maintenance activities in uptime. Weekly on Sundays from 12:00 to 15:00.

Major Updates: Up to 4 times a year from Friday 10 pm to Monday 3 am Coordinated Universal Time (*) VALOR X will inform the Client opportunely in advance (either by email or by any other electronic means)

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