nova8 Cloud Platform Service Level Agreement

1.1 NOVA8 will use commercially reasonable efforts to make the Cloud Platform Available at least 99.5% of the time during each calendar month (the “Uptime Commitment”), measured as set forth below and excluding the periods described in Section 3.

2.1 “Available” means the core management functions of the Cloud Platform are materially accessible for Customer’s registered Devices. The Cloud Platform is considered unavailable only during periods of “Downtime.”

2.2 “Downtime” means sustained unavailability of the core management functions of the Cloud Platform that is attributable to NOVA8’s infrastructure, measured over the applicable month and excluding all periods described in Section 3. Brief or intermittent interruptions, latency, or degradation that do not render the core functions materially inaccessible do not constitute Downtime.

2.3 “Monthly Uptime Percentage” = ((Total Minutes in the month − Excluded Minutes − Downtime Minutes) ÷ (Total Minutes in the month − Excluded Minutes)) × 100.

2.4 Because nova8OS operates independently on Customer Devices, unavailability of the Cloud Platform does not affect the operation, security, or availability of nova8OS on Devices, and Device operation is outside the scope of this SLA.

3.1 The Uptime Commitment does not apply to, and Downtime does not include, any unavailability or degradation caused by or during:

• scheduled or emergency maintenance for which NOVA8 provides reasonable advance notice where practicable;
• factors outside NOVA8’s reasonable control, including force majeure events, internet or network failures outside NOVA8’s infrastructure, and failures of third-party providers, hosting, or telecommunications;
• Customer’s or its users’ acts or omissions, including misconfiguration, unsupported configurations, or failure to follow Documentation;
• Customer’s equipment, Devices, software, credentials, or network connectivity;
• suspension or termination in accordance with the Cloud Terms or the Acceptable Use Policy, or actions taken in response to a security threat, vulnerability, or incident;
• beta, trial, preview, or evaluation features, or features expressly designated as not covered; or
• Customer’s failure to apply required updates or to meet minimum technical requirements.

4.1 If the Monthly Uptime Percentage falls below the Uptime Commitment in a given month, Customer’s exclusive remedy is a service credit calculated as a percentage of the Monthly Service Credit Base for the affected month. The “Monthly Service Credit Base” means one-twelfth (1/12) of the annual Subscription fees for the Devices registered to the affected tenant. Because the Cloud Platform is included in, and not priced separately from, the Subscription, this allocated amount is used solely to calculate service credits. The applicable credit is:

4.2 Credit Claims. To receive a credit, Customer must submit a written claim to NOVA8 within thirty (30) days after the end of the affected month, including reasonable supporting detail. NOVA8 will validate the claim against its own records, which control in the event of a discrepancy.

4.3 Form and Limits of Credits. Approved credits are applied against future fees for the Cloud Platform and are not payable as cash or refunds. Where Customer purchased through an Authorized Reseller, credits are administered through the Reseller and reduce amounts owed for the applicable Subscription; NOVA8 has no obligation to make any cash payment. Total credits in any month shall not exceed 25% of the Monthly Service Credit Base, and credits do not accrue for any month in which Customer’s account is overdue.

4.4 Sole and Exclusive Remedy. The service credits in this Section 4 are Customer’s sole and exclusive remedy, and NOVA8’s entire liability, for any failure to meet the Uptime Commitment or any other service-level shortfall. Failure to meet the Uptime Commitment is not, by itself, a breach of the Cloud Terms and does not give rise to a right of termination, except that Customer may elect not to renew the affected Subscription at the end of the then-current term.

5.1 This SLA is governed by the laws of the State of Wyoming, consistent with the Cloud Terms, and is subject to the warranty disclaimers and limitations of liability in the Cloud Terms and the EULA. In the event of a conflict between this SLA and the Cloud Terms regarding availability remedies, this SLA controls.