Last Updated: August 27, 2020

1. General. This Support & Service Level Agreement (“SLA”) describes the support services and service levels made available by Faction (“Support Services”) and forms a part of the Master Services or End User Agreement entered into by and between Faction and Customer (the “Agreement”).  Capitalized terms not defined in this SLA will have the meaning given elsewhere in the Agreement.   The Support Services described in this SLA are available solely to Customer and Faction assumes no obligation to provide Support Services to Customer’s end users.
2. Faction Designated Points of Contact

 

Title/Contact Role	Phone/fax	Email
Support -24x7x365	303.532.4734 option 1	support@factioninc.com
Manager/ Service Operations Office	(O) +1 720.204.3097	support@factioninc.com
Manager Service Engineering and Implementation Office	(O) 303.532.4734	support@factioninc.com
VP of Sales	(O) 720.235.0332 303.532.4734 fax	sales@factioninc.com
Accounts Receivable/Billing	303.532.4734 option 3	billing@factioninc.com

 

3. Customer Designated Points of Contact: Following execution of the Agreement, Customer will provide Faction with contact information (name, business hour and out of business hour phone, email address) for Customer’s administrative point of contact and technical point of contact. Updates to this contact information may be made by an authorized Customer representative by submitting a written request to Faction Support at support@factioninc.com.
4. Definitions

• “Affected Services Fees” means the recurring fees, excluding applicable taxes, charged for the Services that are substantially adversely affected by the failure of Service Availability as set forth in this SLA.

 

• “Credit Cap” means 85% of the full monthly value of the Affected Services Fees.

 

• “Service Availability” means the amount of time during a calendar month, subject to the terms and as set forth in this SLA, that the Services will be functional in accordance with their specifications.

 

• “Internet Demarcation Point” is the Faction edge router’s next upstream router or Internet peer.

 

• “Faction Services” are information technology services contracted and delivered by Faction.

 

• “Service Demarc” is point where Faction Services are handed off to Customer.

 

• “Faction Infrastructure as a Service” or “IaaS” means a bundle of Faction-supported compute, hypervisor, storage and network services used to build a cloud environment.

 

5. Support Desk and Event Notifications. The Faction support desk is available 24×7/365. Faction has established service levels regarding Service Availability. Faction will use commercially reasonable efforts to notify Customer’s point of contact within fifteen (15) minutes after Faction determines there is a failure of Service Availability as described in Section 8.  Reporting of Severity 3 events or non-urgent user inquiries about the Services should be reserved for Business Hours.

Faction’s Hours of Operation:

 

Business Hours

Monday – Friday

8:00 a.m. – 5:00 p.m. MT

 

After Business Hours

Monday – Friday

5:00 p.m. – 8:00 a.m. MT

and

Saturday – Sunday

All Hours

 

6. Service Maintenance and Repair Windows. The Services are available on a 24x7x365 basis, aside from “Excused Outages” described in Section 10 Faction will strive to minimize outages that may be caused by service maintenance.  Customer understands that service maintenance may temporarily degrade the quality of the Services provided.  Faction intends to work with Customer on all service maintenance issues in order to ensure the Services are not affected beyond the levels set forth in this SLA.  If an outage is required in the course of service maintenance, such outage will be considered an “Excused Outage”.   Service maintenance performed by Faction will be classified as one of the following types:
   • Normal Maintenance will occur on the first and third Saturday of the month from 9:00 p.m. to 1:00 a.m. local device time. Customer‘s technical point of contact(s) will be provided (7) days prior written notice (via email) of the maintenance to be performed.
   • Urgent Maintenance will occur when a shorter notification period or alternate maintenance date is required. These windows are reserved for exceptional situations that require immediate repair to ensure Service Availability.  Customer’s primary technical point of contact will be provided written (via email) or verbal notification.

 

 

7. Issue Severities and Faction Response

The following describes Faction’s categorization and prioritization of incidents and their associated response by Faction:

 

Event Severity	Impact	Faction Response
Sev1 (High)	Service outage or severe degradation that prevents normal business operation	Continuous remediation effort.  Faction and Customer must commit to 24×7 involvement until a mutually agreeable workaround or fix is provided.  Written root cause analysis for events of this nature may be performed post-mortem.
Sev2 (Medium)	Service degradation that allows business operations to continue at a less than optimal rate	Commercially reasonable effort to provide a workaround or fix as quickly as possible.
Sev3 (Low)	Requests or changes or events with limited impact	Events are worked during regular business hours.

 

8. Service Availability.

99.99% availability of the Services bundle as defined in the elements below.

Faction IaaS Elements:

• Compute: ability to run virtual machine(s) on a cluster of Faction supported hypervisors; provided the Customer has provisioned with sufficient resources and are configured in a redundant failover manner; replacement of failed computer hardware within 4 hours of detection.
• Network Fabric: ability to bi-directionally communicate a data packet within the Customer’s IaaS elements.
• Managed Storage and Cloud Control Volumes: ability to perform storage IO (Input/Output) on network attached storage, volumes or LUNs; with total usable storage capacity on the network attached storage device(s) equal to the purchased amount.

Other Services:

• Managed Internet: ability to bi-directionally communicate a data packet from the Customer’s Service Demarc to Faction’s Internet Demarcation Point.
• Managed Wide Area or Layer-2 Circuits: ability to bi-directionally communicate a data packet between the Customer’s Service Demarc in site A and the Customer’s Service Demarc in site Z.
• Managed Storage Snapshots: ability to initiate storage snapshot(s) as scheduled.
• Managed ONTAP Select: ability for the virtual appliance to bi-directionally communicate a data packet from its network interface card and perform storage IO to its local storage.

 

 

Colocation:

• Hosted Bare Metal Compute: ability to run a hardware compatible operating system; in the operating system vendor’s approved configuration and patch level from the local storage device; with a current support agreement.

9. Service Credit Request and Payment Procedures. (***Note: In the event Customer is purchasing Services from a Reseller, any and all Service Credits will be given to the Reseller by Faction, and this Section 9 will not apply and will be null and void as to the Reseller’s customers. Faction will have no liability, and no obligations to provide a Service Credit, to the Reseller’s customers, and those customers must be reimbursed or credited by their Reseller.) If there is a failure of Service Availability in accordance with the levels set forth below, other than for Excused Outages described in Section 10 below, Customer will be entitled to receive a credit (“Service Credit”) against its Services invoice as described below. Customer’s sole and exclusive remedy for a Service Availability failure will be to receive the corresponding Service Credit set forth below and is subject to the Credit Cap.

Faction offers two tiers of Service Availability and associated Service Credits based upon the type of Services selected by the Customer. Services are classified in the Faction Services Guide as having Tier 1 or Tier 2 SLAs.  Customers should consult the Faction Services Guide to determine applicable Service Availability and Service Credits.  Below are the Tier 1 and Tier 2 SLAs:

Tier 1:

Service Availability	Total Outage Time in a Calendar Month	Service Credit
99.9% to 100%	More than 0 but less than 43.2 minutes	5% of Affected Service Fees
98% to 99.8%	43.2 mins but less than 14 hrs 24 mins	10% of Affected Service Fees
95% to 97.9%	14 hrs 24 mins but less than 36 hrs	25% of Affected Service Fees
90% to 94.9%	36 hrs but less than 72 hrs	50% of Affected Service Fees
89.9% or below	72 hrs or more	85% of Affected Service Fees

Tier 2:

Service Availability	Total Outage Time in a Calendar Month	Service Credit
99.9% to 100%	Up to 7 hours 18 minutes	N/A
95% to 99.8%	7hrs 18 mins but less than 36hrs	5% of Affected Service Fees
90% to 94.9%	36hrs but less than 72hrs	25% of Affected Service Fees
89.9% or below	72 hrs or more	50% of Affected Service Fees “Credit Gap”

 

Service Availability for any month will be calculated as a fraction, the numerator of which will be the total number of minutes in that month with Service Availability and the denominator of which will be the total number of minutes in that month.

In order to be eligible for a Service Credit, Customer must make a written request to Faction’s Manager of Service Operations.  Each request must be received by Faction within ten (10) days of the event occurrence and must be confirmed by Faction’s measurements.  Faction reserves the right to investigate and verify all Customer claims for Service Credits based on the terms and conditions specified in this SLA, and, if not granted, will provide a reason for denial (which may be provided by email or the Faction Portal).

Each valid Service Credit will be applied to the Customer’s Services invoice within two (2) billing cycles after Faction’s receipt of the Customer’s valid Service Credit request. Service Credits are exclusive of any applicable taxes charged to Customer.  Customer’s account must be current to be eligible for Service Credits. The maximum amount credited to the Customer for all failure of Service Availability in any calendar month will not exceed the Credit Cap for such month.  Service Credits are not refundable and can be used only towards future billing charges, except where the Service Credit is for the final month of Service, in which case Faction will refund the amount of the Service Credit to Customer.

10. Exclusions. Customer will not receive any Service Credits in connection with any failure or deficiency of Service Availability caused by or associated with one or more of the following causes (“Excused Outages”):
    • Force Majeure Events in accordance with the Agreement;
    • Service outages or degradations due to Customer supplied network or telecom circuits;
    • Service outages or degradations due to Customer supplied or configured software, hardware, operating systems, applications, virtual machines, firewalls, network load balancers, security devices, equipment, facilities, or the like;
    • Intrusive migration of virtual machines to alternate hypervisors due to an underlying compute host hardware or hypervisor software failure;
    • Unavailability of management tools, monitoring tools or portals unless such unavailability results in a failure of Service Availability;
    • Normal Maintenance and Urgent Maintenance;
    • Internet outages or degradations beyond Faction’s Internet Demarc or Service Demarc;
    • False failure of Service Availability reported as a result of outages or errors of any Faction measurement system;
    • The Customer or its employees, agents, contractors or representative’s acts or omissions, including without limitation, any negligence, willful misconduct, or use of the Services in breach of Faction’s Acceptable Use Policy;
    • Interruptions associated with a failure of equipment or Service not provided by Faction, including, but not limited to, any local access provider, or an interruption where the Customer elects not to authorize access to the equipment for testing;
    • Any event or outage lasting less than 60 seconds in duration, provided that such event or outage does not occur more than once in any given month;
    • Unavailability of communication path due to network routing re-convergence or other high availability network or software protocols in under 5 seconds;
    • Time attributed to the Customer’s delay in responding to Faction’s requests for assistance to repair an outage;
    • Faction’s termination or suspension of the Service for Customer’s default or breach; or
    • Any measure undertaken by Faction to mitigate a denial of service attack which impacts Faction networks.

 

Additionally, in some circumstances and upon Customer’s written request, Faction may, in its sole discretion, grant Customer access to storage system administration, APIs or software that allows for Customer’s direct control of a storage system, shares, or configurations which control the performance of the storage system itself. In the event such access is approved by Faction, the provisions of Sections 8 (Service Availability) and 9 (Service Credit Request and Payment Procedures) will not apply to the Services for which administrative access is granted.  For clarity, Faction will have no service availability obligations and will not provide credits in the event of downtime for any Services for which Customer has administrative access. However, as is commercially reasonable, Faction will continue to support the storage systems to which administrative access has been granted, including patching and maintaining the system and assisting Customer with troubleshooting in the event of an outage or degradation of service.

 

11. Customer Support Responsibilities. Faction will provide technically qualified support personnel to perform all technical support services relating to the Services based on the specifications of this SLA.   Customer will contact the appropriate Faction designated point of contact described in this SLA.