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 Device operation is outside the scope of this SLA. nova8OS can operate independently of Cloud Platform management, subject to the entitlement-validation, offline-grace, and expiry rules in EULA Section 4.4; this SLA does not override those rules or guarantee Device operation during a license-service outage.

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 may claim a service credit calculated as a percentage of the Monthly Service Credit Base, subject to Section 4.4. The “Monthly Service Credit Base” is the Subscription fees attributable to the affected tenant and month: one-twelfth (1/12) of annual fees, or the monthly equivalent for another prepaid term. It includes Persistent Mode Device entitlements and Non-Persisted Mode License Pool seats allocated to that tenant, regardless of the number of transient Devices registered during that month. Fees for an entitlement shared across tenants are allocated as specified in the Order or, absent an allocation, equally among those tenants; the same fees cannot be counted twice. Mid-month entitlement changes are prorated by days in effect, and no-fee entitlements have a zero credit base. Because the Cloud Platform is not priced separately, this allocation is solely for calculating 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 Subscription fees 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. 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. These restrictions on credits do not limit a refund due under Cloud Terms Section 11.2 or EULA Section 9.4.

4.4 Remedies. Service credits are Customer’s sole monetary remedy for a service-level shortfall, except for a refund following termination for NOVA8’s uncured material breach under Cloud Terms Section 11.2. An isolated failure to meet the Uptime Commitment does not by itself establish a material breach; this SLA does not prevent Customer from establishing a material breach based on sustained or repeated failures. The notice and cure requirements in the Cloud Terms apply. Customer may also elect not to renew at the end of the 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.