Legal

General Service Commitment

MedStack will use commercially reasonable efforts to make the Included Services each available for each region with a Monthly Uptime Percentage listed below, in each case during any monthly billing cycle (the “Service Commitment”). In the event any of the Included Services do not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.

Service Credits

Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments such as upfront payments made for Reserved Instances) for the individual Included Service in the affected region for the monthly billing cycle in which the Unavailability occurred in accordance with the schedule below.

Services with 99% Monthly Uptime Percentage:

 Services with 99.9% Monthly Uptime Percentage:

We will apply any Service Credits only against future payments for the applicable Included Service otherwise due from you. At our discretion, we may issue the Service Credit to the credit card you used to pay for the billing cycle in which the Unavailability occurred. Service Credits will not entitle you to any refund or other payment from MedStack. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account.

Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by opening a case with MedStack Support. To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:

1. the words “SLA Credit Request” in the subject line;
2. the dates, times, and affected region of each Unavailability incident that you are claiming;
3. the IDs for the affected Included Service ; and
4. your request logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit. Unless otherwise provided in the Agreement, this SLA sets forth your sole and exclusive remedies, and MedStack’s sole and exclusive obligations, for any unavailability, non-performance, or other failure by us to provide the Included Services.

SLA Exclusions

The Service Commitment and Hourly Commitment do not apply to any unavailability, suspension or termination of an Included Service, or any other Included Service performance issues:

1. caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the applicable Included Service;
2. that result from any actions or inactions of you or any third party;
3. that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control);
4. that result from any maintenance as provided for pursuant to the MedStack Customer Agreement; or
5. arising from our suspension or termination of your right to use the applicable Included Service in accordance with the Agreement.

If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.

Definitions

“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which any of the Included Services, as applicable, was in the state of Unavailability. Monthly Uptime Percentage measurements exclude Unavailability resulting directly or indirectly from any Compute SLA Exclusion.

A “Service Credit” is a dollar credit, calculated as set forth above, that we may credit back to an eligible account.

“Unavailable” and “Unavailability” mean:

• For Managed VMs, when your Virtual Machine has no external connectivity.
• For other Included Services, when your running instance has no external connectivity.