Faction Support & Service Level Agreement (SLA)

Last Updated: March 23, 2022

1. General.

This Support & Service Level Agreement (“SLA”) describes the support services (“Support Services”) provided by, and service level commitments made by Faction (“Faction”, “we”, “us”, or “our”).  Capitalized terms not defined in this SLA will have the meaning given to them in the Faction Terms and Conditions of Use, other agreements with us governing your use of Services (the “Agreement”), or in the applicable Service Descriptions.   The Support Services described in this SLA are available solely to the entity which is the contracting party to the Agreement (“you” or “your”) unless otherwise specified in your Agreement.

2. Your Designated Technical Points of Contact.

You will provide us with contact information (name, business hour and out-of-business hour phone, email address) for an administrative point of contact and technical point of contact. Updates to this contact information may be made by your authorized representative by submitting a written request to us at support@factioninc.com.

3. Support Desk Hours of Operation and Event Notifications.

Our support desk is available 24×7/365. You may contact our Support Desk through the Faction Portal or using contact details published on our Support webpage located at: https://www.factioninc.com/support/.

We will use commercially reasonable efforts to notify your point of contact within fifteen (15) minutes after we determine the Unavailability of an Included Service.   

 

4. Service Maintenance and Repair Windows.

We strive to minimize Unavailability that may be caused by service maintenance.  You understand that service maintenance may temporarily degrade the quality and availability of the Services provided.  We intend to work with you on all service maintenance issues in order to ensure the Services are not affected beyond the levels set forth in this SLA. Service maintenance performed by us will be classified as one of the following types:

• “Standard Maintenance” will be scheduled between 7:00 p.m. – 7:00 a.m. local device time.  Your technical point(s) of contact will be provided (7) days prior notice (via email) of the maintenance to be performed. We may in our discretion accommodate your request, submitted by your technical point of contact by email, to defer or reschedule maintenance.
• “Urgent Maintenance” may take place any time we deem necessary.  Urgent Maintenance is reserved for exceptional situations that require immediate repair to ensure Service Availability and/or to protect our Services.  Your primary technical point of contact will be provided written (via email) or verbal notification as soon as is practical.

 

5. 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 unavailability or severe degradation that prevents normal Service operation.	Continuous remediation effort until a solution that resolves the incident is implemented.  We and you must commit to 24×7 involvement availability until a mutually agreeable solution is identified and implemented.  You may request that we prepare a written probable root cause analysis for Sev1 incidents post-mortem.
Sev2 (Medium)	Service degradation that allows service operations to continue at a less than optimal rate.	Commercially reasonable effort to provide and implement a solution that resolves the incident as soon as is practical.
Sev3 (Low)	Requests or changes or events with limited impact to Services	Commercially reasonable effort.

 

6. Service Commitments and SLA Tiers.

We offer two tiers of Service Availability service commitment (each tier an “SLA Tier”). We will use commercially reasonable effort to make Tier I and Tier II Services available with 99.99% and 99.0% Service Availability, respectively (the “Service Commitments”). Refer to the applicable Services Guide, Services Description, or other documentation we provide which describes the Services you have purchased to determine the SLA Tier that is applicable to each Included Service.

Regarding Services based on computing servers, we make a commercially reasonable effort to replace defective hardware within the timeline specified in the description of the applicable services.

7. Service Credit Request and Payment Procedures

The dollar value of a Service credit is calculated by multiplying the Affected Service Fees associated with the month in which the Unavailability occurred by the applicable Service Credit Percentage as determined by the Tier 1 and Tier 2 SLA tables below (the “Service Credit”).

 

Tier 1:

Service Availability	Service Credit Percentage
Less than 99.99% but equal to or greater than 99.9%	5%
Less than 99.9% but equal to or greater than 99.0%	10%
Less than 99.0% but equal to or greater than 95.0%	25%
Less than 95.0% but equal to or greater than 90.0%	50%
Less than 90.0%	100%

 

 

Tier 2:

Service Availability	Service Credit Percentage
Less than 99.0% but equal to or greater than 95.0%	5%
Less than 95.0% but equal to or greater than 90.0%	25%
Less than 90.0%	50%

 

To receive a Service Credit, you must make a written request via an email submitted to credits@factioninc.com.  Each request must be received by us within ten (10) days of the Unavailability. We reserve the right to investigate requests for Service Credits and to verify measurements of Service Availability. If the Service Availability associated with a Service Credit request is confirmed by us and is less than the applicable Service Commitment, then we will issue a Service Credit to you within two (2) billing cycles following the month in which your request is confirmed. If you have prepaid us for services, we will credit the Service Credit against future purchases. 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 we will refund the amount of the Service Credit.

Unless otherwise provided in the Agreement, this SLA sets forth your sole and exclusive remedies, and our sole and exclusive obligations, for any unavailability, non-performance, or another failure by us to provide the Services.

Your account must be current to be eligible for Service Credits. The maximum amount credited to you for all Service Credit requests in any calendar month will not exceed the Credit Cap for such month.    

If you purchased Services from a third-party, Service Credits will be issued to the third-party who purchased the Services from us and the third party will be responsible for any service credits offered to you.

8. Excused Unavailability.

The SLA does not apply to any unavailability, suspension, or termination of an Included Service, or any other Included Service performance issues, directly or indirectly caused by, arising from, or resulting from the following (the “Excused Unavailability”):

• Factors outside of our reasonable control, including any Force Majeure Events or Internet access or related problems beyond the Network Demarcation Point of the applicable Included Service;
• Action or inactions of you or omissions of you or any third party, including failure to acknowledge or respond to resource health concerns, and further including those actions and inactions that are in breach of our Acceptable Use Policy located at: https://www.factioninc.com/aup/
• Your equipment, software, or other technology and/or third-party equipment, software or other technology (other than third-party equipment within our direct control);
• Our suspension or termination of your right to use the applicable Service in accordance with the Agreement;
• Any event or outage lasting less than 60 seconds;
• Any measure undertaken by us to mitigate a denial-of-service attack that impacts our communication networks.

 

In certain cases, upon your written request, we may, in its sole discretion, grant you access to storage system administration, APIs, or software that allows for you direct control of a storage system, shares, or configurations that control the performance of the storage system itself. This SLA will not apply to any Services for which administrative access is granted to you.  For clarity, we will have no Service Commitment and will not provide Service Credits in the event of Unavailability for any Services for which you have been granted administrative access. However, if and as is commercially reasonable, we will continue to support the Services to which administrative access has been granted, including patching and maintaining the Services and assisting you with troubleshooting in the event of unavailability or degradation of service.

 

9. Definitions.

 

• “Affected Services Fees” means the monthly value of fees paid by you (prorated on a monthly basis over the term of a subscription in the case of prepayments), excluding applicable taxes, for the subscription to an Included Service during the month in which the Included Service experienced Unavailability.
• “Cloud Data Services” or “CDS” are the Faction Cloud Control Volume (“CCV”) and related Faction Ancillary Cloud Services that support the use of CCVs.
• “Credit Cap” means 85% of the Affected Services Fees.
• “Faction Internetwork eXchange” or “FIX” is the multi-cloud network fabric, owned and operated by us to which the CDS are attached and which enables you to establish network connections from the FIX to Cloud Service Providers (“CSPs”), the public Internet, and private network connections in support of data replication (“Replication Connections”). The FIX also offers the ability to establish network connections between CDSs in different Regions (“Inter-Region Connections”).
• “Infrastructure as a Service” or “IaaS” means a bundle of Faction-supported computing, hypervisor, storage, and network services used to build a cloud environment.
• “Network Demarcation Point” means the applicable demarcation point between our network (including the FIX) and your network or a third-party network as follows:

 

Network Connection	Network Demarcation Point
Cloud Service Provider	Customer virtual edge (aka gateway) within CSP environment
Inter-Region Connections	Not applicable
Internet	Not applicable
Replication Connections	FIX Network Fabric edge

 

• “Included Services” are the Cloud Control Volume, Ancillary Cloud Service, Infrastructure as a Service (computing, storage, and network services), and other Services for which we make a Service Commitment as identified in the definition of Unavailable/Unavailability.
• “Service” includes any Cloud Data Service, Infrastructure as a Service, and other information technology and network services provided by us.
• “Service Availability” is calculated by subtracting from 100% the percentage of minutes during the month in which an Included Service, as applicable, was in a state of Unavailability. Service Availability measurements exclude Unavailability resulting directly or indirectly from any Excused Unavailability and Service Maintenance.
• For each Included Service, “Unavailable” or “Unavailability” means:

 

Included Service	Unavailable/Unavailability
Cloud Control Volumes	Cloud Control Volumes: The inability to perform storage IO (Input/Output) operation(s) on volumes, LUNs or objects, and/or the Unavailability of the FIX.
Ancillary Cloud Services	Virtual Machines: The inability to run a virtual machine(s) on a cluster of Faction-supported hypervisors; provided you have provisioned sufficient resources and resources are configured in a redundant failover manner.
Faction Internetwork eXchange	The inability to bi-directionally communicate a data packet between the physical infrastructure associated with a CCV or other physical infrastructure which we permit to be assigned FIX bandwidth, and a) other Cloud Data Services connected to the FIX, or b) an applicable Network Demarcation Point.
Infrastructure as a Service	Compute: The inability to run a virtual machine(s) on a cluster of Faction-supported hypervisors; provided the Customer has provisioned sufficient resources and the resources are configured in a redundant failover manner. Network Fabric: The inability to bi-directionally communicate a data packet within the Customer’s IaaS elements. Managed Storage: The inability to perform storage IO (Input/Output) operation(s) on volumes, LUNs, or objects.
Managed Internet	The inability to bi-directionally communicate a data packet from your IaaS demarc to our internet Demarcation Point.
Managed Wide Area or Layer-2 Circuits	The inability to bi-directionally communicate a data packet between your  service demarcation point in Region A and your service demarcation point in site Region Z.

 

Unavailability is measured at the level of each Included Service subscription. In all cases, Unavailability excludes Excused Unavailability and Unavailability associated with Standard and Urgent Maintenance.

 

Prior version(s).