I. Service Definition. All Covered will provide Hosted Exchange and other Application Services (“Services”) as defined by the Schedule of Services entered into by All Covered and Client.
II. Technical Support. All Covered will provide Client through Client’s authorized account contacts with technical support on setting up and configuring Client’s account, access to the Services, and other issues related to the Services. Fees may apply. Only Client’s authorized account contacts may request information, changes or technical support pursuant to the Agreement.
a. Scheduled Maintenance. To ensure optimal performance and security of the Services, All Covered will routinely perform maintenance on a regularly scheduled basis within its published maintenance windows. This may require specific Services to be suspended during the maintenance period. All Covered schedules maintenance windows according to its policies, which are available upon request. Service unavailability due to scheduled maintenance will be excluded from Client’s uptime calculations for availability. All Covered will use commercially reasonable efforts to notify Client in advance of any scheduled maintenance that may adversely affect Client’s Services.
b. Emergency Maintenance. Under certain circumstances All Covered may need to perform emergency maintenance, such as security patch installation or hardware replacement. All Covered will not be able to provide Client with advanced notice in case of emergency maintenance. Service unavailability due to emergency maintenance will be excluded from the uptime calculations.
c. Hardware Replacement. All Covered will use industry standard practices to determine whether server hardware is functioning properly and will replace non-functioning hardware with similarly functioning hardware. All Covered shall use commercially reasonable efforts to implement hardware replacement within four hours from the time the problem is identified. In the case where this time is exceeded, the excess downtime is counted against the Service Availability Credit.
IV. Service Availability.
a. Uptime. All Covered shall provide at least 99.999% Service Availability, measured on a per calendar-month basis. Service Availability is defined as the ability of a user on Client’s Exchange account to (a) access and retrieve information from his or her mailbox, and (b) send and receive messages via his or her mailbox using the Services, each on per mailbox basis, provided that Client’s account is active, in good standing and enabled. Unavailability caused by issues beyond All Covered’s reasonable control, including denial of service or similar attacks, mail bombs, DNS resolution, Domain Name expiration, Internet availability, SYN attacks, and other events or any other Force Majeure event will be excluded from Service Availability calculations.
b. Service Availability Monitoring
1. All Covered monitors its servers and the Services as a whole but does not monitor individual mailbox or mobile device availability. To verify Service Availability, All Covered uses a combination of methods to validate availability, including but not limited to Exchange HTTP access availability and internal mail flow monitoring between Edge and Mailbox servers. These checks are run on predetermined intervals with specific failure thresholds with respect to the service being provided. If two or more consecutive tests fail, the lack of Service Availability will be noted as the number of minutes between the first and the last failed tests. Any unavailability less than five minutes in duration will not be recorded.
2. All Covered does not guarantee incoming and outgoing mail delivery time and thus it is not included in its calculations or considered an outage if mail flow is delayed. If a delay in mail flow is due to a complete Service, server, or network outage, Service Availability will be calculated related to those services only. All Covered will use commercially reasonable efforts to provide reasonable times for incoming and outgoing mail flow.
V. Credit for Service Availability Non-Compliance Service Availability.If Service Availability for the first 30 day period (or any calendar month thereafter) isbelow 99.999%, All Covered will issue a credit (“Service Availability Credit”) to Client according to the following schedule:
|Service Availability*||Amount of the refund as a percentage of monthly fee for affected Service*|
|99.0% to 99.999%||3% of monthly Hosted Exchange fee credited|
|98.0% to 98.99%||5% of monthly Hosted Exchange fee credited|
|95.0% to 97.99%||10% of monthly Hosted Exchange fee credited|
|90.0% to 94.9%||25% of monthly Hosted Exchange fee credited|
|89.9% or below||2.5% of monthly Hosted Exchange fee credited for every 1% of lost availability up to the maximum total penalty limit|
To receive a Service Availability Credit, (a) Client’s account must be in good standing with All Covered, (b) Client must send a Technical Support notification reporting the service interruption within 72 hours of the event, and (c) the Client notifies All Covered in writing of a claim against the SLA within five business days of the end of the outage. Credit requests must include Client’s account username (account number) and the dates and specific times that the Service availability was below the prescribed levels.
All Covered will compare information provided by Client to the monitoring data All Covered maintains. A Service Availability Credit is issued only if All Covered confirms from the monitoring data warranting the Service Availability Credit.
*All Covered will calculate the Service Availability Credit based on the type of particular Service for which Service Availability was below the prescribed level, the fees for the particular Service and the percentage of overall individual mailboxes or other units adversely affected. For example, if the Service Availability Credit pertains to the Service Availability of two mailboxes of 200 mailboxes, the Service Availability Credit would be calculated as 1% x the monthly fee for the mailboxes x the % of monthly fee credited.
The limits and sole remedies regarding Service Availability and Service Availability Credits are set forth in Section X of this Service Level Agreement.
VI. Server Software
a. Software Configuration. All Covered will exercise industry standard practices to ensure that all pre-installed software is correctly configured. In case there is more than one way to configure the software, All Covered will choose the configuration it determines, in its sole discretion, to be the most appropriate.
b. Patches, Updates and Service Packs. All Covered will use commercially reasonable efforts to promptly install security patches, updates, and service packs. Software updates may change system behavior and functionality and as such may negatively affect the Services purchased by Client. All Covered cannot foresee nor can it be responsible for service disruption or changes in functionality or performance due to implementation of software patches and upgrades. If such disruption or changes occur, All Covered will use commercially reasonable efforts to remedy the situation as soon as possible after being notified of the problem by Client.
c. Required Upgrades. All Covered may be required by its software licensors to upgrade to the latest versions of the software. Licensor-required upgrades will be performed free of charge and upon reasonable notice to Client. Software upgrades on All Covered’s servers will occur at All Covered’s discretion upon reasonable notice to Client.
d. Incompatibilities. All Covered is not responsible for problems that may arise from incompatibilities between new versions of the software and Client’s content, regardless of whether it was a requested, required or a discretionary upgrade. Nevertheless, All Covered will use commercially reasonable efforts to assist Client in finding a solution.
VII. Storage Capacity; Data Transfer; Server Resources. Each account is allotted storage capacity and data transfer amounts on All Covered’s servers according to the plan and options selected by Client. This storage size and data transfer allotments can be increased through the end-user control panel for an additional charge up to the maximum amount allowed for each plan or service. The servers may stop accepting, processing, or delivering data when the purchased limit is reached thus causing Service unavailability or data loss. All Covered shall not be responsible for such unavailability or data losses. Server resources are shared among all customers hosted on the same server(s). All Covered configures servers, Services and storage in such a way that Client are separated from other customers. However, due to its nature, for shared resources, server and service performance levels cannot be guaranteed.
VIII. Hosted Exchange Limitations
a. Mailbox and Public Folder Storage Capacity. Each mailbox and public folder has their own storage limits. When the storage limit is reached on an individual mailbox or folder, the Exchange servers will stop sending and/or receiving messages or data leading to possible Service unavailability or data loss. To prevent such occurrences, Client can manage each mailbox and public folder storage limit, using the end-user control panel. All Covered is not responsible for unavailability or data losses caused by any mailbox or folder exceeding its storage limit. Client can obtain a detailed disk usage report from the end-user control panel at any time.
b. Log Files. All Covered adheres to a daily log maintenance and clean-up schedule in order to optimize disc space for our Services.
c. Top Level Folders and Sub-Folders. The Exchange server itself retains ownership of the two top layers of the public folder hierarchy, “Public Folders”, and under that folder, the “All Public Folders”. This is set by the Exchange server architecture and cannot be modified. The end-user control panel allows Client to create and manage Top-Level public folders. Only Top-Level public folders can be made visible in the Global Address List.
d. Address Lists. All Covered provides one Global Address List and one Offline Address List for Client’s account. The Global Address List and Offline Address List are available to all users within Client’s account. The Global Address List contains all mailboxes, contacts and distribution lists for Client’s account, unless Client explicitly chooses to hide any of these objects from Client’s Global Address List. Client’s Offline Address List is a replica of Global Address List. Client’s Offline Address List is used when Client are working offline or, in MS Outlook 2003 or above, in the activated cache mode. The Global Address List is replicated to Offline Address List on a daily basis.
e. Anti-Virus Checking. All Covered uses third-party, anti-virus software. This software is configured to check all inbound messages. The virus-detecting heuristics of the software are regularly updated. Messages sent between mailboxes on the server are not scanned. If a virus is detected or if a message attachment cannot be scanned (for example, when it is encrypted or corrupted), the message and its attachments may be permanently deleted. For Secure Mail customers, encrypted messages will not be deleted. Messages with attachments larger than 5MB are not scanned. All Covered advises Client to use up-to-date, local anti-virus software. All Covered is not responsible for any damages due to viruses, including infection of end-user devices or lost or corrupted messages.
f. Anti-Spam Message Filter. All Covered installs third-party, anti-SPAM software on its servers.
This software is configured to check all incoming messages according to the SPAM-detecting heuristics provided with the software. As a part of the anti-SPAM software service, the SPAM-detecting heuristics are regularly updated. All Covered is not responsible for any damages due to anti-SPAM filtering, including lost or corrupted messages.
g. Wireless Exchange Server Access. As an add-on service, All Covered provides wireless access to the Exchange server through the use of third-party software. Limited customer control of wireless Exchange server access and configuration is available via the end-user control panel. Success in configuration and set up of wireless Exchange server access is highly dependent upon the device and the wireless access provider chosen by Client. Therefore All Covered can only assure that it will make commercially reasonable efforts to assist Client in configuring and supporting Client’s wireless Exchange server access for the portions of the access not under All Covered’s control.
IX. Privacy; Confidentiality
a. Privacy. All Covered is committed to protecting Client’s privacy and the confidentiality of Client’s data to the maximum extent permitted by law and/or accepted industry standards. All Covered will not access, view or review any of Client’s accessible private data (including but not limited to that contained in Client’s web server files, email messages, calendars, notes, contacts, memos or public folders) unless:
1. Specifically requested by Client or a government agency or regulatory body;
2. When performing routine backup and restore operations, virus scan and virus removal, spam and content filtering; or
3. if such access, view or review is urgent and necessary to protect personal safety, perform troubleshooting, restore systems operation in the event of a server failure, remove illegal or offending (e.g. pornographic, violating our policies, etc.) content or prevent a server failure, Service outage or other damage.
b. Confidentiality. Under no other circumstances will All Covered access Client’s private data or share Client’s confidential data with any third parties without Client’s prior permission, except to the extent required by law or governmental or regulatory body or necessary to render Services to Client.
X. Total Credit Limits; Sole and Exclusive Remedies. Total Service Availability Credits. The total Service Availability Credit due to Client for any account may not exceed 50% of the monthly fees charged to that account during the month for which the Service Availability Credit is to be issued, unless the amount to be credited is less than $1.00 in which case the credit amount will be $1.00. Only one Service Availability Credit and credit level is available in any given calendar month.Notwithstanding anything set forth in the Agreement or this Service Level Agreement, the Service
Availability Credit described in Section V shall be Client’s sole and exclusive remedy in connection with any service unavailability as described in section IV of this Service Level Agreement or breach by All Covered of the Agreement or this Service Level Agreement.
XI. Data Integrity and Server Backup. All Covered will utilize various technologies to ensure the integrity of Client’s data on All Covered’s servers and to prevent data loss in the event of disk failure. All Covered will perform routine server backups for disaster recovery purposes only. Server backup scope and scheduling is at All Covered’s sole discretion. ALL COVERED SHALL NOT PERFORM BACKUP OR RESTORE SERVICES OF CLIENT’S DATA UNLESS SUCH BACKUP OR RESTORE SERVICES ARE SPECIFICALLY NOTED IN A SCHEDULE OF SERVICES. Additional service charges may apply if All Covered recovers lost data that All Covered is not required to restore according to Client’s service plan.
XII. Data Retention. While Client’s account is active, All Covered shall retain Client’s data, including but not limited to the content of private mailboxes and public folders within the database information store, active directory, log files and backup copies. All Covered shall not be responsible for retaining any of Client’s data after account termination. All data is deleted from the servers after Client’s account is terminated and from backups during scheduled backup rotation. All Covered shall not restore, provide any storage media or send out any data pertaining to terminated accounts, unless specifically noted in a customized service agreement.
XIII. Customer Responsibilities. To access All Covered services, Client must provide at the very minimum:
I. Acceptable Use and No-Spam Policies. Client’s use of the Services must comply with Konica Minolta’s Acceptable Use Policy published at https://kmbs.konicaminolta.us/solutions-services/it-management-services/terms/
II. LIMITATION OF LIABILITY. ALL COVERED SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INTERRUPTION OF SERVICES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OR INCREASED EXPENSE OF USE), WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR STRICT LIABILITY, EVEN IF ALL COVERED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. IN NO EVENT SHALL THE AMOUNT CLIENT MAY RECOVER AS DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES EXCEED THE TOTAL PAYMENTS MADE BY CLIENT TO ALL COVERED IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH LIABILITY.THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO PERSONAL INJURY OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF ALL COVERED.
III. DISCLAIMER OF WARRANTIES. THE SERVICES ARE OFFERED “AS IS” AND “WITH ALL FAULTS”. ALL COVERED MAKES NO WARRANTIES REGARDING THE SERVICES AND DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTIABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR NONINFRINGEMENT. NOTHING IN THESE SERVICE TERM OR ANY SCHEDULE OF SERVICES SHALL BE CONSTRUED AS OR IS INTENDED TO BE A WARRANTY BY ALL COVERED.