Service Level Agreement

1. Definitions.

Except as otherwise modified or defined herein, all capitalized terms in this Service Level Agreement (“SLA”) have the same meanings as set forth in the Agreement.

“Attributable Monthly Subscription Fee” means one-twelfth of the base annual fee for the Services.

“Emergency Maintenance” means downtime of the Service outside of the Scheduled Maintenance Window hours that is required to complete the application of urgent patches or fixes, or to undertake other urgent maintenance activities. If Emergency Maintenance is required, Egnyte will immediately contact Customer and provide the expected start time of the Emergency Maintenance, its planned duration, and whether Egnyte expects the Services to be unavailable during the Emergency Maintenance.

“Scheduled Maintenance Window” means the window during which scheduled maintenance of the Services may be performed, which may cause the Services to be unavailable. The Scheduled Maintenance Window occurs each Friday, 9:00 PM to 12:00 AM (Pacific Daylight Time) for North American based customers and 6:00 AM to 9:00 AM CEST for European based customers, and will not exceed three hours per calendar quarter. Additional, non-impactful updates to the Services may be released periodically during the work week.

“Service Credit” means the percentage of the Attributable Monthly Subscription Fees that is awarded to Customer for a validated claim related to breach of the SLA during that month.

“System Availability” means the percentage of total time in a given month during which the Services are at least available to Customer through a web browser, excluding the Scheduled Maintenance Window and Emergency Maintenance.

2. SLA Target and Remedy.

1. SLA Target. Egnyte targets at least 99.9% System Availability during each calendar month.
2. Remedy. If the Service Availability is less than 99.9%, and if Customer has fulfilled all of its obligations under the Agreement and this SLA, Egnyte will provide Customer with a Service Credit applied to the month in which the failure to meet this SLA has occurred. The Service Credit will be calculated in accordance with the table below. Customer may terminate the Agreement upon 30 days’ written notice if Service Availability is less than 97% (i) for one or more validated SLA claims submitted by Customer under this SLA in each of three consecutive calendar months or (ii) one or more validated SLA claims submitted by Customer under this SLA in each of three out of five consecutive calendar months.

3. General Terms Applicable to this SLA:

1. SLA Claims Generally.
   1. Customer must notify Egnyte via email to slaclaim@egnyte.com within fifteen business days from the date of the incident Customer first believes entitles it to receive a remedy under the SLA set forth above.
   2. For all claims subject to validation by Egnyte, Egnyte will use log files, database records, audit logs, and any other information available to validate claims and make a good faith judgment on the applicability of Service Credits to the incident. Egnyte will make information used to validate a SLA claim available for auditing by Customer at Customer’s request.
   3. The remedies set forth herein represent Customer's sole and exclusive remedy for Egnyte’s failure to meet the SLA defined in this Exhibit.
2. Service Credits.
   1. The maximum credit Customer is entitled to receive in any given month is calculated against the Attributable Monthly Subscription Fee for the Services.
   2. Subject to the below regarding an event of non-renewal, Service Credits will be redeemed at the time a Subscription Term is renewed. Upon Customer's renewal, Service Credits earned by Customer under this SLA will be applied against amounts due for the renewal Subscription Term. In no event will the Service Credits applied to the fees due for the renewal Subscription Term exceed the amounts due for that Subscription Term. If Service Credits cannot be applied to future Subscription Terms because the Agreement has expired or been terminated, Egnyte will promptly pay Customer the amount of the credit, except that Customer will not receive a refund if Egnyte terminated the Agreement for Customer’s material uncured breach.
3. Exclusions.
   1. Customer will not have any remedies under this SLA in connection with any Force Majeure Event as defined in the Agreement.
   2. Customer will not have any remedies under this SLA to the extent a Service Credit claim is due to: (A) use of the Services outside the scope described in the Agreement and the Documentation; (B) Customer equipment, software or other technology or third party equipment, software, or other technology outside of Egnyte’s data center and not under the direct control of Egnyte; (C) failure of Customer to meet the configuration requirements for Customer equipment set forth in the Documentation; (D) any actions or inactions of Customer or any other third party not under the direct control of Egnyte; or (E) attacks (i.e. hacks, denial of service attacks, malicious introduction of viruses and disabling devices) caused by third parties, unless such attacks succeeded due to Egnyte’s failure to meet its security requirements described in this Agreement.