Appendix B: Hosting Service Level Agreement

Effective Date: March 1, 2018

Provided that Subscriber is current in its payment of fees under Appendix A: Services Schedule, Netgain shall provide to Subscriber its Services at the levels hereunder.

I. CARE OF SUBSCRIBER’S MATERIALS AND DATA.

Storage: For Definitions, see subsection (iii) below. Within Designated Data Repositories, Netgain guarantees at least 99.9% availability of the Locally-Redundant Storage Services. Netgain will exercise commercially reasonable care over Subscriber’s electronic data that is stored in Designated Data Repositories at Netgain’s data centers and media storage facilities.
1. Subscriber electronic data are generally information owned by Subscriber that has value, such as structured data (third party application databases, email, etc.) and unstructured data (documents such as Word, Excel, etc.).
  1. Subscriber application files and operating system files, commonly known as System Data, are not stored in Designated Data Repositories.
  2. Microsoft Active Directory servers and presentation servers (such as Remote Desktop Services, Citrix) are not stored in Designated Data Repositories.
  3. Subscriber electronic data that are a copy of the primary data, such as replication and/or reporting servers, are not stored in Designated Data Repositories.
2. Netgain utilizes commercially available enterprise data protection techniques within its service platforms. The success rate of creating a restore point (e.g., a backup or snapshot) is dependent on many variables, including some outside to Netgain’s control (including, but not limited to, backup software error rates, backup media (disk and/or tape) failure rates, Subscriber use variability, etc.). Netgain designs its restore point architecture to provide a minimum average success rate comparable with industry norms. A data backup that does not report any errors may still contain inconsistent data (data which is in use at the time of the backup).
3. Storage Definitions:
  1. Designated Data Repositories are those Servers and Storage selected by Subscriber on a current Services Schedule that are designed to contain Subscriber owned, primary Subscriber electronic data (‘back-end’ servers such as Exchange, SQL, File Serving, etc.).
  2. Locally-Redundant Storage is storage that is either replicated or subjected to a snapshot or backup utility within the same region or datacenter within the service platform. No offsite accessible copy of this data is available to Subscriber.
  3. Geo-Redundant Storage, where available, is storage that is replicated between regions or datacenters within the service platform. Any offsite copy of this data is available only through Netgain for administrative use in Disaster Recovery. This is not a backup or retention vehicle.
  4. Backup is a copy of data intended for retention and use in a variety of use cases associated with discrete data.
  5. Snapshot is a storage-based incremental copy of data intended only for recovery from data corruption or other localized failure, but is not intended for retention.
Backup and Restore: Within these Designated Data Repositories, Netgain guarantees at least 99.9% availability of the Backup and Restore Services.

Netgain is not responsible for backup failures resulting from Subscriber software exceeding the server and storage system resources selected on the Services Schedule or subsequent Change Orders by Subscriber. Netgain may provide performance metric data to Subscriber and make recommendations necessary to facilitate sound resource allocation choices by Subscriber. Where Appendix A: Services Schedule is delineated as a fee “per-user”, “per-Provider”, or any other variant of users or groups of users, Netgain shall manage server and storage choices affecting the Designated Storage Repositories and the performance needs and the backup processing needs of those repositories. In all other cases, Subscriber is responsible for server and storage choices affecting the Designated Storage Repositories and for ensuring enough resources are contracted to satisfy the performance needs and the backup processing needs of those repositories.
Netgain is not responsible for backup failures resulting from changes performed by Subscriber or third parties.
Subscriber is responsible to notify Netgain of the need to recover data from a restore point. Subscriber may incur labor expenses to perform the recovery and material costs necessary to recover the data or retain the recovered data beyond the specified retention levels described herein.
1. Data no more than 31 days old shall be considered operational in nature, and the restoration of data from these restore points is within the scope of this agreement.
2. Any meta-data or data older than 31 days (and thus part of older restore points) shall be considered “archival” data, and restoration thereof shall be considered a billable event payable by Subscriber.

II. UPDATES AND ENHANCEMENTS.

Netgain may periodically upgrade, enhance, or otherwise modify the Services to improve operations and/or add new functionality (“Version Update”). All Version Update installations shall be performed by Netgain during the published “Maintenance Window” [See Section VII.c below] to minimize operational impact to Subscriber.
Netgain may periodically create and apply software corrections to the Services where the corrections do not introduce any new feature, functionality, or capability of the Services (“Service Pack Update”). All Service Pack Update installations shall be performed by Netgain to minimize operational impact to Subscriber.
Netgain may periodically upgrade the operating system (“Operating System Update”) used within the Services and accessed by Subscriber. All Operating System Update installations shall be performed by Netgain to minimize operational impact to Subscriber.
Subscriber acknowledges that when Netgain performs Updates and Enhancements, Subscriber’s personnel shall have no ability to access the Services during the installation period.
Changes/Enhancements to third-party applications: The current version number of a software application is generally found either on the introductory “splash screen” viewable at application launch, or in the “about” or “help” screen within the application. A conventional version number is five fields separated by the “.” and “-” characters; for example: Version: 2.1.0.392 – Jul 22 2005.

The first field, “2” in this example, is the major version number.
The second field, “1” in the example, is the minor version number.
The third field, “0” in this example, is the release number.
The fourth field, “392” in the example, is the build number. The last field, “Jul 22 2005”, is the date of the build.
Major Version Changes: A major version upgrade involves a change in the first digit of the version number (e.g. 1.6.2-302 to 2.1.0.400). The time required to complete major version upgrades is billable and estimated fees should be quoted with your Netgain Account Manager prior to the installation.
Minor Version Changes: A minor version update involves a change in the second digit of the version number (e.g. 2.0 to 2.1) or a change in the third digit of the version number (e.g. 2.1.0 to 2.1.1). The time required to complete minor version updates is typically unbillable and included in the Services.
A minor version update may be considered a billable event if the software manufacturer labels the update a major version or the update prompts major version upgrades in other supporting or underlying architecture.

III. SUPPORT SERVICES.

Netgain shall maintain support staff available for the purposes of assisting Subscriber with issues arising out of the use of the Services (“Support Services”).
1. During Normal Support Hours, as defined within Subscriber’s elective service choices, Netgain shall provide sufficient staffing, systems, and access points to achieve the Initial Response Times shown in (h) below.
2. Electronic service requests received outside of Normal Support Hours will be logged, however no action is guaranteed until the next working day, unless a request is explicitly labelled “urgent” by Subscriber or Subscriber’s authorized users. For urgent support outside of Support Hours, see Subsection (c) below.
As part of Support Services, Netgain will provide software and hardware maintenance (“Routine Maintenance”). Additional work, unless brought upon by system failure or error or software upgrades or enhancements, will be charged to the Subscriber in accordance with Subscriber’s Professional Services Agreement with Netgain, or absent that agreement, thencurrent published billable service rates. Services Schedule. Routine Maintenance shall include, but not be limited to the following:
1. Updates and Enhancements as defined in Section II above;
2. Security adds/changes/deletes within the Operating System
3. Changes to RAM, Network fabric, processor resources, disk resources, or any other infrastructure component
4. Changes, updates, or other modifications to Netgain-provided software or operating systems to enhance uptime, correct performance, improve functionality, or address other operational needs.
Netgain shall provide commercially reasonable telephone access during Support Hours to Subscriber in the use of the Services and commercially reasonable efforts as the technical contact for Subscriber third party software vendors in solving problems that arise in connection with Subscriber’s proper and authorized use of the Services or in correcting failures of the Services to perform. Subscriber shall provide to Netgain a reasonably detailed explanation, with access to the underlying data as necessary, to substantiate any such problem or failure and to assist Netgain in its efforts to diagnose and correct the problem or failure.
1. Netgain shall provide Subscribers with reasonable access to an afterhours support paging system (“After-hours Support”), by which Subscribers can request support only for emergent, mission-critical situations. Furthermore, Netgain will make commercially-reasonable efforts to initiate an After-hours Support response within 20 minutes, as measured from the time the Subscriber initiates the paging system.
2. Netgain shall provide Subscribers with access to an Internet-based troubleticketing and incident monitoring system.
In the event Subscriber’s support issue or question requires Netgain personnel to access or in any way manipulate Subscriber’s data, by virtue of seeking Netgain’s assistance with the support issue, Subscriber is providing de-facto agreement to allow Netgain staff to take measures to assess, fix, or in any way remedy the support issue on behalf of Subscriber. Subscriber acknowledges that Netgain is not responsible for any errors that may occur in the process of attempting to solve Subscriber’s support issue or question. Furthermore, Subscriber acknowledges and agrees that Netgain shall have the right to access the Services equipment, programs, software, and Subscriber’s data in the general course of maintaining the Services to ensure ongoing reliable access to the Services. In all instances, Netgain shall use commercially reasonable practices to maintain Subscriber’s data integrity and keep Subscriber data confidential.
Notwithstanding the above, if Netgain makes a determination that the Support Services requested by Subscriber pursuant to this Appendix will entail detailed, specialized maintenance or support services different in kind or amount from those provided to other similar Subscribers of the Services, Netgain shall notify Subscriber that the requested support is considered an additional service which shall be subject to additional fees, to be negotiated.
NETGAIN SPECIFICALLY DENIES PROVISIONING OF ANY THIRD-PARTY SOFTWARE APPLICATION TECHNICAL SUPPORT. Subscriber inquiries with respect to the use of application software shall be directed to the manufacturer. Netgain will not provide Support Services for any software that it did not install.
Support Levels – General Technical Support
1. Support Level 1: Incident Management – initial incident identification, logging, and diagnosis, including incidents requiring reset/reboot of a device, appliance, or software service; performance issue recognition and resource assessment; print management, including drivers, problem solving, and workarounds; security changes within existing security groups and accounts, including new account/group creation/modification, archiving, and account suspension; network performance troubleshooting; recognition/assessment of third-party software issues and cold-or-warm handoff to third-party vendor, as provided for by Subscriber’s other contractual relationships; remote support for setting up connection methods for Netgain hosted resources (computers, phones, mail clients, tablets and other devices); troubleshooting issues with external devices with connection to Netgain resources (local printer/scanner/computer/network issues) that affect the operation and functionality of the remote Netgain session; guidance/support/training for operation of programs run on Netgain resources (Microsoft Office workflow help/assistance/training; software workflow troubleshooting); and, of that software required to operate in a Netgain remote session (i.e. third-party utilities).
2. Support Level 2: Problem Management and Analysis – complex incidents and problem management requiring changes to the computing architecture; analysis of monitor and alarm reports, consultation with external vendor resources, information sources, etc.
3. Support Level 3: Event Engineering – problems/changes involving new technical implementation; unresolved incidents by prior Support Levels; issues requiring new provisioning of resources.
Incident Priority Levels and Initial Response Times: Priority Levels are applied to incidents submitted electronically or created after live (phone/chat) interaction with the Netgain Service Desk. When Subscriber submits incidents directly, it shall be Subscriber’s responsibility to assign the Priority Level. Netgain shall make commercially reasonable efforts to provide the following Initial Response Times during Normal Support Hours. Initial Response Time is the period from when Subscriber submits a support request to when Netgain personnel contact Subscriber and start working on the support request.

Priority Level	Description	Initial Response Time
1 Urgent	Mission-critical Affects many users (Site Down, User Disable).	15 minutes
2 High	Limited scope, no workaround.	30 minutes
3 Normal	User, workaround available. (PermissionChanges, Billing Changes)	4 business hours
4 Low	Non-urgent requests (SPAM, Black/White ListRequests)	8 business hours
5 Planned	Moves/adds/ changes (User Archiving)	10 or fewer business days

9. Escalation: The following table lists the escalation hierarchy for incidents and Subscriber complaints.

Level	Title
Support Level 1	Support Desk Technician(s)
Support Level 2	Support Desk Analyst(s)
Support Level 3	Support Desk Team Lead
System Operations	System Operations Team (Engineers, Leads)
Director	Director of Support Services
Executive	VP Client Services

IV. SERVICES MONITORING.

Netgain shall use reasonable commercial efforts to monitor the Services and to ensure continuous connectivity, availability, and operation of the Services to the Subscriber. Examples of such network monitoring and tuning systems that may be used are probes, agents, thresholds, alarms, capacity tracking, and remote desktop shadowing.

V. SECURITY SERVICES.

Security Services: Within its Service Platforms, Netgain guarantees at least 99.9% availability of the Security Services included as standard within the Services Schedule. Netgain will exercise commercially reasonable care in the protection from external or internal threats to Subscriber’s electronic data.
Elective Security Services: If Subscriber elects additional Security Services in the Services Schedule or subsequent Change Orders (electronic or written), Netgain shall guarantee at least 99.9% availability of those Elective Security Services, after such time as those services are integrated within Subscriber’s Netgain-based environment, tested and approved by both Netgain and Subscriber and released in the production environment and deemed billable.
Security Levels: Netgain shall, from time-to-time, bundle the Security Services into elective pricing groups – these products are subject to change upon 30 days written notification to Subscriber, and a change resulting in a deprecation of an elected product shall release Subscriber from obligation to subscribe to or pay for that elected product. However, changes to standardized Security Services (those subject to no specified or segregated charge, or those included within the Subscriber’s initial Services under this Agreement, or those included in a pricing group titled “Standard”), shall not result in a change in Subscriber’s subscription or payment obligations under this Agreement. Netgain specifically reserves the right to change standardized Security Services within its platforms to respond appropriately to evolving threats.

VI. SUBSCRIBER RESPONSIBILITIES.

Data and Other Media: Subscriber is responsible for the condition of all data and other media it supplies. Netgain shall not be considered in breach of this Agreement if Subscriber’s data or media cannot be processed due to its condition. Subscriber agrees to pay for the resources used in the partial processing of any Subscriber’s work if the failure to complete the processing is due to the condition of Subscriber’s media.
Authorized Users of Services: Subscriber agrees that it shall not permit access to the Services by or for any person or entity except:
1. Employees of Subscriber whose responsibilities to Subscriber require use of the Services.
2. Third Party Service Providers of Subscriber whose responsibilities to the Subscriber require use of the Services.
3. Subscriber is prohibited from using or providing access to the Services to create or offer a service bureau to any third party other than Subscriber.
Subscriber Telecommunication Services:
1. Should Appendix A specify a Standard Internet Connection, Subscriber acknowledges and agrees it is solely responsible to establish, maintain, and pay for any related fees for said Internet connection to the Services and Subscriber is responsible for the security, reliability, and integrity of this connection. Should Appendix A specify a Private Connection, Subscriber agrees to make provisions for a Private Connection and pay all applicable telecommunication charges and all applicable local telephone company charges (“Communication Access Charges”) for access to the Services. It is Subscriber’s responsibility to make timely payment of the Communication Access Charges to ensure uninterrupted access to the Services. If this Private Connection is interrupted for any reason at the Subscriber’s side, Subscriber acknowledges and agrees that Netgain is not responsible for this interruption or for any down time and said interruption is not deemed Unavailability as defined in Section VIII.a nor shall this interruption reduce Availability Standard as defined in Section VIII.b.
2. The Communication Access Charges are subject to change at the discretion of those independent third parties and are beyond the control of Netgain. It is not the responsibility of Netgain to provide a notice of Communication Access Charge fee change. Failure by any party to notify Subscriber of any Communication Access Charge fee change shall not eliminate Subscriber’s responsibility to pay the Communication Access Charges as invoiced.

VII. DISASTER RECOVERY, SERVICE DISRUPTION, MAINTENANCE OUTAGES AND SERVICES MONITORING AND AVAILABILITY.

A “Disaster” is any unplanned event or condition that renders Netgain personnel unable to access its physical location, data centers, or equipment processing the Services or deliver the Services. In the event of a Disaster, Netgain shall notify Subscriber via written e-mail immediately upon being made aware of the Disaster. Netgain shall make best efforts to relocate the Services data center at a Services recovery center, enable the Services, and provide Subscriber with access to the Services within seventy-two (72) hours of Disaster notification.
A “Service Disruption” is any unplanned event or condition that renders data center assets under Netgain’s direct control, including, but not limited to, the Application servers, Microsoft Terminal Server servers, Web Application servers, Internet access points, or third party operating systems or software, unable to perform where Subscriber’s staff cannot access the Services for a continuous fifteen (15) minute period. In the event of a Service Disruption, Netgain shall use commercially reasonable practices to restore the Services and attempt to recover any Subscriber data from the point of Service Disruption.
Maintenance Window(s): Netgain shall have the right to temporarily terminate access to the Service for the purpose of performing maintenance of the Services infrastructure and equipment (“Maintenance Windows”). The Maintenance Windows will be utilized to perform maintenance items including, but not limited to, service pack installations and/or program patches or fixes for any third party software, or to repair, maintain, fix, upgrade, or replace any third party software, or any computer or communication equipment, or data or Internet connections.
1. Weekly Maintenance Window: Services shall be subject to a Weekly Maintenance Window each Tuesday evening, starting at 8:00 PM CST and ending on Wednesday at 5:00 AM CST. Services will not always be disrupted during each Maintenance Window. Subscriber may request an alternate time for their Maintenance Window.
2. Infrastructure Maintenance Window: Maintenance on infrastructure devices will be scheduled for Friday mornings at 1:00 AM CST and not to exceed 5:00 AM CST. Infrastructure items include those things that are core to the operations of the datacenter and generally affect all Subscribers. Some examples include the storage area network (SAN), Uninterruptable Power Supplies (UPS), backup power generator tests and updates to core network routers. Services will not typically be interrupted during this Maintenance Window.
3. Extended Maintenance Window (as needed, to be scheduled by Netgain and Subscriber): When Netgain requires additional time for maintenances or installations to maintain the Services, Netgain shall provide written email notification to Subscriber explaining the nature and expected duration for the Extended Maintenance Window. Upon receipt of said notice, Subscriber may, within two business days from the date of the email notice, request an alternate time for their Extended Maintenance Window. A first reminder notice will be sent one week and a second reminder notice will be sent one day prior to the Extended Maintenance Window.
4. An “Emergency Maintenance Window” is an unplanned event whereby Netgain, in its best professional judgment, believes that a virus, third party software defect or other issue which is deemed a critical problem by Netgain or other key security vendor and poses a real and critical threat to Subscriber’s data or data integrity or reliability and stability of the In the event of an Emergency Maintenance Window, Netgain shall have the right to temporarily terminate access to the Services without notice. However, upon temporary termination of Services due to an Emergency Maintenance Window, Netgain shall provide written e-mail notification to Subscriber explaining the nature, expected duration, and planned cure for the Emergency Maintenance Window.

VIII. SERVICES AVAILABILITY.

Netgain shall track the cumulative minutes of Service Disruptions which are under Netgain’s direct control (“Unavailability”). Items or events beyond Netgain’s control and which are under Subscriber’s control, include, but are not limited to, telecom and internet communications equipment and network pathways used to connect to the Services, PCs, firewalls, and any other Subscriber equipment (“Subscriber Equipment”), which render Subscriber unable to access or use the Services are not Netgain’s responsibility and the resulting time Subscriber is unable to access or use the Services shall not be deemed Unavailability. Any Version Update installation, Service Pack Update installation, Maintenance Window, or Emergency Maintenance Window pursuant to this Appendix shall not be deemed Unavailability. “Availability” is defined as any period of time where the Services can be accessed by Subscriber’s staff.
Netgain shall maintain an (“Availability Standard”) of 99.9% per calendar month as calculated by the following formula: Total number of minutes in a given calendar month minus any Version Update Installation(s), Service Pack Installation(s), Maintenance Windows, or Emergency Maintenance Windows minus the total number of minutes in a given calendar month where the Services were not available due to a Disaster, Service Disruption or other unplanned event not specifically defined herein and this result divided by the total number of minutes in a given month minus any planned Version Update Installation(s), Service Pack Installation(s), Maintenance Windows, or Emergency Maintenance Windows.
Should the Availability as computed above fall below 99.9% for any given calendar month, and at the Subscriber’s request, Netgain shall pro-rate Subscriber’s Services invoice for that month by the percentage of actual Availability as compared to the 99.9% Availability Standard.