Service Level Agreement

Version 1.0 - September 2012

This CommonKey Service Level Agreement ("SLA") between CommonKey, Inc. ("CommonKey", "us" or "we") and users of the CommonKey Services ("you") governs the use of the CommonKey Services under the provisions of the CommonKey Terms of Service (the "Terms").

Unless otherwise provided herein, this SLA is subject to the provisions of the Terms. Capitalized words and phrases have the meaning specified in the Terms. We reserve the right to change the terms of this SLA in accordance with the Terms.

1. Service Commitment: 99.95% Uptime

CommonKey will use commercially reasonable efforts to make the CommonKey Services available with a Monthly Uptime Percentage of at least 99.95% during any monthly billing cycle (the "Service Commitment"). Subject to the CommonKey SLA Exclusions, if we do not meet the Service Commitment, you will be eligible to receive a Service Credit.

A Monthly Uptime Percentage of 99.95% means that we guarantee you will experience no more than 21.56 min/month of Unavailability.

2. Definitions

"CommonKey Services" mean your apps and databases running on CommonKey in Dedicated Environments. "Maintenance" means scheduled Unavailability of the Containerized Services, as announced by us prior to the Containerized Services becoming Unavailable.

"Monthly Uptime Percentage" is calculated by subtracting from 100% the percentage of minutes during the month in which the CommonKey Services were Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any CommonKey SLA Exclusion.

"Service Credit" means a credit denominated in US dollars, calculated as set forth below, that we may credit back to an eligible account.

"Unavailable" and "Unavailability" mean:

3. Service Commitments and Service Credits

Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments, e.g. for training, etc.) for the monthly billing cycle in which the Unavailability occurred in accordance with the schedule below:

We will apply any Service Credits only against future payments for the Services otherwise due from you. At our discretion, we may issue the Service Credit to the credit card you used to pay for the billing cycle in which the Unavailability occurred. Service Credits will not entitle you to any refund or other payment from CommonKey. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account.

4. Sole Remedy

Unless otherwise provided in the Terms, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the CommonKey Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

5. Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by emailing To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:

If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

6. CommonKey SLA Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of the CommonKey Services, or any other CommonKey Service performance issues:

  1. That result from a suspension or Remedial Action, as described in the Terms;
  2. Caused by factors outside of our reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the commonkey network;
  3. That result from any actions or inactions of you or any third party;
  4. That result from the equipment, software or other technology of you or any third party (other than third party equipment within our direct control);
  5. That result from failures of CommonKey Services not attributable to Unavailability; or
  6. That result from any Maintenance.
If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.