Managed Services - Terms of Use

EXZATECH Managed Services is a service in which EXZATECH hosts and maintains EXZATECH Products on behalf of the Subscriber. This document sets out the scope of EXZATECH Managed Services provided by EXZATECH to Subscriber pursuant to the EXZATECH End User Software License Agreement (the “Agreement”). Any capitalized words, including the legal entity referred to as “EXZATECH” that are not defined in this document, shall have the meaning ascribed to them in the Agreement.

1. Managed Services

The Products are hosted by Amazon Web Services or Microsoft Azure (the “Hosting Provider”) in the region of the Subscriber's choice. Subscriber shall maintain the hosting services account and be responsible for any costs relating to the hosting services provided by the Hosting Provider in connection with EXZATECH Managed Services.

EXZATECH Managed Services include:

  • Set up the corresponding hosting services account, virtual machines and networking.
  • Planning optimized hosting setup to minimize resource consumption and scale the hardware to meet performance requirements.
  • Deployment on the hosted infrastructure of the subscribed EXZATECH products comprising the appropriate production and pre-production (development, test, staging) environments.
  • Performance tuning and optimization of EXZATECH software components.
  • Product updates and maintenance: updates of the Hosted Software to their latest version within the Scheduled Maintenance window. EXZATECH sends a note to the primary contact at least 10 days prior to the update with information on the update and the Scheduled Maintenance window.
  • Monitoring by EXZATECH personnel of system availability, and taking responsive actions if the servers become unavailable.
EXZATECH Managed Services does not include any other services sold by EXZATECH that are not specifically provided in the Agreement, such as end-to-end testing of custom solutions during deployment, upgrade or migration. EXZATECH separately offers consulting and development services for such tasks.

2. Definitions

  • "Hosted Software" means the software identified in the Agreement as being hosted as part of EXZATECH Managed Services.
  • Monthly Charges” are monthly prorated EXZATECH Managed Services charges pursuant to the Agreement under which EXZATECH Managed Services is performed.
  • "Monthly Uptime Percentage" means 100% minus the percentage of full minutes during the calendar month in which all requests to the production deployment of the Hosted Software failed.
  • "Scheduled Maintenance" means those times where EXZATECH notifies the Subscriber of periods of expected EXZATECH Managed Services disruptions at least 10 days prior to the commencement of such service disruption, subject to a maximum of 5 hours in any month of a Monthly Uptime Percentage measurement period. The Subscriber may request reasonable adjustments to the time of Scheduled Maintenance windows to minimize their potential impacts and EXZATECH shall not unreasonably withhold or delay consent to such request from the Subscriber.
  • "Service Credit" is a dollar credit, calculated as set forth below, that EXZATECH may apply to the Subscriber.
  • Subscriber” means the individual or entity that has purchased a Subscription, as defined in the Agreement.
3. Service Level Agreement

This EXZATECH Managed Services Service Level Agreement (“SLA”) is a policy governing the use of EXZATECH Managed Services.

4. Service Commitment

EXZATECH will use commercially reasonable efforts to keep EXZATECH Managed Services operational and available to Subscriber with a Monthly Uptime Percentage (defined below) for the production deployment of at least 99.99%. In the event EXZATECH does not meet the Monthly Uptime Percentage commitment, Subscriber will be eligible to receive a Service Credit as described below.

5. Service Commitments and Service Credits

Subscriber is eligible for credits when the Monthly Uptime Percentage of a production environment drops below 99.99%.

  • From 99.0% to 99.99%: 10% of Monthly Charges
  • From 95.0% to 99.0%: 30% of Monthly Charges
  • From 90.0% up to 95.0%: 50% of Monthly Charges
  • From 0% up to 90.0%: 100% of Monthly Charges

EXZATECH shall apply the Service Credits against the Monthly Charges for the affected production environment paid by Subscriber. Pre-production environments are not eligible for Service Credits. Service Credits do not entitle the Subscriber to any refund or other payment from EXZATECH. Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Agreement, the Subscriber's sole and exclusive remedy for any unavailability or non-performance of EXZATECH Managed Services or another failure by EXZATECH to provide EXZATECH Managed Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this EXZATECH Managed Cloud Policy and Service Level Agreement, or termination and suspension of Subscriber's use of the Managed Services in accordance with the terms of the Agreement.

6. Dispute Procedures

EXZATECH will proactively monitor and include any entitlement by Subscriber for Service Credits in each monthly statement and shall apply any approved Service Credits to the next billing cycle. Subscribers may dispute the service credit entitlement within 15 days of receiving the monthly statement by submitting anonymized logs showing the time and date of additional outages. EXZATECH shall apply or reject the claim within 15 days of claim receipt.

7. Managed Services - SLA Exclusions

The Service Commitment mentioned above does not apply to any unavailability, suspension or termination of EXZATECH Managed Services, or any other EXZATECH Managed Services performance issues:

  • that result from a suspension by EXZATECH in accordance with the terms of the Agreement;
  • that result from access to a Service in violation of the terms of the Agreement;
  • that result from quotas limiting EXZATECH Managed Services in accordance with the terms of the Agreement;
  • that occur during periods of Scheduled Maintenance;
  • that result solely from errors or excessive latency of Subscriber or third-party applications or systems not within the reasonable control of EXZATECH;
  • that result solely from Subscriber’s or third party hardware, software, or services (for example, third-party services deployed or integrated with the Hosted Software installation) not within the reasonable control of EXZATECH;
  • that arise from Subscriber’s failure to meet the prerequisites, complete the action items, or permit the use of any tools, services, or techniques required for Managed Cloud operations;
  • that are caused by factors outside of EXZATECH’s reasonable control, including hosted infrastructure outages, or any Force Majeure Event;
  • that result solely from errors in Subscriber’s code and configuration deployed within EXZATECH Managed Services at Subscriber’s request;
  • that result from Subscriber’s use of EXZATECH Managed Services after EXZATECH advised Subscriber to modify its use of that service without adversely affecting Subscriber or any end user if Subscriber did not modify its use as advised;
  • during previews such as technical previews or betas not certified for commercial operation, as reasonably determined by EXZATECH;
  • that are solely attributable to the acts or omissions of Subscriber or Subscriber’s employees, agents, contractors, or vendors, or anyone gaining access to EXZATECH Managed Services by means of Subscriber’s passwords or equipment, in breach of the terms of the Agreement.

8. Modifications

EXZATECH may make changes to this SLA from time to time. EXZATECH will make a new copy of the SLA available. Upon posting, these changes will become effective for new accounts. For pre-existing accounts, the changes will become effective 30 days after posting or in accordance with a change control procedure should such be provided for in the Agreement.