Service Level Agreement (SLA)

Zipa.com is proud to offer an exceptional level of performance, reliability, and service. This Service Level Agreement (SLA) provides certain rights and remedies regarding the performance of the Zipa network. The Zipa Service Level Agreement (SLA) guarantees our network/equipment reliability and performance.

Uptime Guarantee:

Zipa strives to maintain a 100% network and server uptime service level. This uptime percentage is a monthly figure, and is calculated solely by Zipa monitoring systems or Zipa authorized/contracted outside monitoring services. If Zipa fails to meet its 99.9% uptime guarantee, and it is not due to one of the exceptions listed within this document, credits will be made available to each client, upon request, on a case by case basis, as specified in this document.

Network Uptime:

Zipa’s goal is to make the Zipa network available to Client free of outages for 99.9% of the time in a given month. Network uptime includes functioning of all network infrastructure including routers, switches, and cabling, but does not include services or software running on Client’s server. The Zipa network does not include client premises equipment or any Telco access facilities connecting Client's premises to such infrastructure.

An "Outage" is defined as an instance in which Client is unable to transmit and receive IP packets, due to Zipa’ negligence or willful misconduct, for more than 5 consecutive minutes, excluding service failures relating to Zipa’ scheduled maintenance and upgrades. Network downtime is measured from the time the trouble ticket is opened by Client, to the time the server is once again able to transmit and receive data. The Client shall receive a credit against the recurring charges due for that month. The credit will vary depending on the type of service provided:

Shared/Redundant Bandwidth shall be based on the following:

Shared/Redundant Bandwidth. Zipa will issue a credit to Client for Network Outages occurring during any calendar month that are reported by Client to Zipa and confirmed by Zipa' measurements of the Zipa Network. Such credit will be equal to one day (24 hours) of the monthly service fee paid by Client for that service, multiplied by each hour (or portion thereof rounded to the next hour) of the cumulative duration of such Network Outages, not to exceed in any calendar month 80% of the monthly service fee paid by Client for that service for that month.

· Round-Trip Latency. The average monthly Latency (speed) within Zipa’ network will not exceed 85 milliseconds round-trip to the nearest upstream or peering network access point. Zipa defines “Average Round-Trip Latency”, with respect to a given month, as the average time required for round-trip packet transfers between the Zipa network and upstream or peering network access points during such month, as measured by Zipa. Upon Client’s written request, Zipa will issue a credit to Client equal to, and not to exceed in any calendar month, one day (24 hours) of the monthly service fee paid by Client for such service.

· Packet Loss. The average monthly Packet Loss (reliability) of the Zipa network will not exceed 1%. Zipa defines “Average Packet Loss”, with respect to a given month, as the average percentage of IP packets transmitted on the Zipa network during such month that are not successfully delivered, as measured by Zipa. If average monthly Packet Loss (reliability) for a calendar month exceeds 1%, then upon Client's written request, Zipa will issue a credit to Client equal to, and not to exceed in any calendar month, one day (24 hours) of the monthly service fee paid by Client for such service.

Measurement:

Zipa will periodically (on average every 5 minutes) monitor Zipa network and server availability using software and hardware components capable of measuring application traffic and responses. Client acknowledges that such measurements may not measure the exact path traversed by Client’s Internet connection, and that such measurements constitute measurements across the Zipa network but not other networks to which Client may connect. Zipa reserves the right to periodically change the measurement points and methodologies it uses without notice to Client.

Infrastructure Guarantee:

Zipa guarantees that the critical infrastructure systems, including power and HVAC, will be available 100% of the time in a given month, excluding scheduled maintenance. Critical infrastructure includes functioning of all power and HVAC infrastructure including UPSs, PDUs, and cabling, but does not include the power supplies in servers utilized by Clients. Infrastructure downtime exists when a particular server is shut down due to power or heat problems and Zipa records such failure in the Zipa trouble ticket system. Infrastructure downtime is measured from the time the trouble ticket is opened regarding server downtime to the time the problem is resolved and the server is powered back on. Critical infrastructure systems are guaranteed to be provided by Zipa within 2 hours of a trouble ticket being opened. In the event that it takes more than 2 hours to establish a suitable environment, Zipa will refund the Client one day (24 hours) of the monthly service fee paid by Client for that service per each additional 2 hours of down time (up to 50% of Client's monthly service fee for that service).

Hardware Failure:

Faulty hardware is rare, but cannot be predicted nor avoided. Zipa utilizes only name brand hardware of the highest quality and performance.

· Zipa Hardware. Zipa will repair or replace all faulty hardware that affects performance levels of equipment within the Zipa’ network within 48 hours. Hardware failure resulting in complete network/server outage/downtime will be corrected within 4 hours of a trouble ticket being opened. Hardware replacement will begin once Zipa identifies the cause of the problem. In the event that it takes more than 4 hours to replace or repair faulty hardware, Zipa will refund the Client one day (24 hours) of the monthly service fee paid by the Client for that service per each additional 4 hours of down time (up to 80% of Client's monthly service fee for that service).

· Rented/Leased Hardware. Zipa will replace all faulty hardware on dedicated servers that are rented or leased to the Client by Zipa, at no charge to the Client, with an unlimited free replacement policy. This includes parts ordered as upgrades. This replacement policy will not apply if equipment has been tampered with, or damage is caused by direct neglect/action(s) of Client. Hardware replacement is guaranteed to be complete within 4 hours of a trouble ticket being opened. In the event that it takes more than 4 hours to replace faulty hardware, Zipa will refund the Client one day (24 hours) of the monthly service fee paid by the Client for that service per each additional 4 hours of down time (up to 50% of Client's monthly service fee for that service). Hardware is defined as the Processor(s), RAM, hard disk(s), motherboard, NIC card and other related hardware included under the server lease. This guarantee excludes the time required to rebuild a RAID array.

Procedures:

The Party first identifying the Outage shall open a trouble ticket. Zipa shall notify the Client as soon as practical of any Outage. Client shall cooperate with Zipa to the fullest extent possible in order to determine the cause of the Outage and restore service. An Outage shall be measured from the minute that Zipa opens a trouble ticket until the minute Zipa notifies Client that service has been restored, but shall not include minutes during which Client is unavailable or uncooperative.

Credits:

Credit requests must be made to Zipa in writing.

· Downtime. Each request in connection with network/server outages/downtime must be received by Zipa within five days of the occurrence.

· Latency and Packet Loss. Each request in connection with Average Round-Trip Latency or Average Packet Loss in a calendar month must be received by Zipa within five days after the end of such month.

The total amount credited to a Client by Zipa for non-performance on SLA service levels will not exceed the service fees paid by the Client to Zipa for such services during the service month in question.

Each validly requested credit will be applied to a Client invoice within 30 days after Zipa’ receipt of such request. Credits are exclusive of any applicable taxes charged to Client or collected by Zipa.

The Client may receive no more than one (1) Outage Credit for the twenty-four hour period beginning from the time the trouble ticket is opened, even if more than one outage occurs during that period. Maximum monthly Outage Credit not to exceed Client’s monthly recurring service charges.

Exceptions:

Client shall not receive any credits under this SLA in connection with any failure or deficiency of the Zipa network caused by or associated with:

· Circumstances beyond reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, Force Majeure Event, "Acts of Nature" (ie...fire, flood, earthquake, tornado, etc...), strike or other labor disturbance, interruption of or delay in transportation, unavailability of third party services, failure of third party software, or inability to obtain equipment needed for provision of the Service Level Agreement.

· Backbone peering point issues such as a backbone router down that effects Internet service for the entire Gulf Coast

· Scheduled maintenance and service upgrades

· Software bugs/flaws that cause security issues or downtime

· DNS issues not within the direct control of Zipa

· Network floods, hacks, attacks from outside parties or individuals

· Acts or omissions by Client, Client’s employees, agents, contractors, or vendors including without limitation, any negligence, willful misconduct, or use of Zipa service(s) in breach of Zipa Terms and Conditions of Service (TOS), by Client or others authorized by Client

· Client’s equipment, content, software, or applications on Client's Server

Client Rights, Obligations And Duties.

· Client shall be responsible for communicating with the Client's own users of the services provided by the Client, and for handing all complaints and trouble reports made by such users.

· Client shall comply with reasonable security procedures and standards with respect to Client's own routers that interface with the access and equipment provided to Client.

· Client shall, at its sole expense, install and maintain all communications equipment required to bring its network to the demarcation point at Zipa' designated meet point.

· Client shall be solely and completely responsible for all costs associated with Client's conduct of its business, including without limitation, all billing and collection from its Clients for any Services provided by Client.

Scheduled Maintenance:

Whenever possible, Zipa shall provide Client with advance notice of any interruption of service, such notice to be sufficient for Client to inform its Clients of such interruption. The standard notification will occur 48 hours or more prior to the event occurring. Whenever possible, Zipa will schedule maintenance between the hours of midnight and 5:00am. Exceptions may occur, due to emergencies, that would cause maintenance to occur on shorter notice and/or during different hours of the day/night.

General:

Zipa reserves the right to change or modify this SLA. Should an update occur, an updated copy of the SLA will be available on the Zipa website for download or viewing. Except as set forth in this SLA, Zipa makes no claims regarding the availability or performance of the Zipa network or servers. Specific terms/points of this SLA may be adjusted on a case by case basis by the specific Service Agreement signed/agreed by client. In case of different terms/points in SLA and Service Agreement, the Service Agreement terms/points prevail over this general SLA policy. The Service Agreement signed and agreed to by the client, is above and beyond this SLA, and Service Agreement terms are in affect, including, but not limited to, limitations of liability.

Delinquent Payment by Client:

This SLA does not apply to Clients that are delinquent in payment for the current month or the month of service in question.