Service Level Agreement (SLA)
VETRO, INC.
DEFINITIONS
This Service Level Agreement (the “SLA”) is hereby incorporated into and made a part of
the Agreement between Customer and VETRO. Capitalized terms not otherwise defined
herein shall have the meaning set forth in the Agreement.
1.1 “Scheduled Downtime” will mean the total amount of time during any calendar month,
measured in minutes, during which Customer cannot access the Service due to planned
system maintenance performed by VETRO. VETRO will schedule planned system
maintenance in accordance with Section 3 below.
1.2 “System Availability” will mean, with respect to any particular calendar month, the
ratio, expressed as a percentage, obtained by subtracting Unscheduled Downtime during
such month from the total time during such month, and thereafter dividing the difference
obtained by the total time during such month. Represented algebraically, System
Availability for any particular calendar month is determined by converting the following to
a percentage:
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NOTE: “Total Monthly Time” is deemed to include all minutes in the relevant calendar
month, to the extent such minutes are included within Customer’s subscription term.
1.3 “Unscheduled Downtime” will mean the total amount of time during any calendar
month, measured in minutes, during which the Customer is not able to access the Service,
but excluding (i) Scheduled Downtime, and (ii) downtime occurring as a result of (a)
Customer’s breach of any provision of this Agreement, (b) any suspension or termination
of the Service as permitted under the Agreement; (c) performance of Customer’s systems
or incompatibility of Customer’s equipment or software with the Service, (d) maintenance
services provided to Customer, (e) interruptions or failures due to third-party services
integrated with the Service that are outside of VETRO’s control, and (f) force majeure.
2. SERVICE STANDARD
VETRO will undertake commercially reasonable measures to ensure that System
Availability equals or exceeds 99.0% during each calendar month (the “Service Standard”).
3. SERVICE MAINTENANCE
Periodic planned system maintenance may be scheduled for select Service and system
modifications and updates. Customer will be provided a minimum of 24 hours notice in
advance of a scheduled maintenance. VETRO shall use reasonable commercial efforts to
minimize any disruption, inaccessibility and/or inoperability of the Service in connection
with the Scheduled Downtime or other disruption of Service.
4. SERVICE CREDIT CLAIM PROCESS
If Customer believes that VETRO has failed to meet the Service Standard in a given calendar
month, then within fifteen (15) days following the end of such calendar month, Customer
shall send an email to support@vetrofibermap.com (or such other address designated in
writing by VETRO) requesting VETRO to review System Availability for such calendar month,
including the following details: (i) billing information, including Customer name, billing
address, billing contact and billing contact phone number; (ii) downtime information with
dates and time periods for each known instance of downtime during such calendar month;
and (iii) any other information deemed relevant by Customer. Within fifteen (15) business
days of receipt of Customer’s request, VETRO shall investigate Customer’s claim and
provide Customer with a written report (the “Requested Monthly Report”) for such
calendar month that includes the total amount of Unscheduled Downtime, and a
calculation of the System Availability. If Customer disputes VETRO’s report, Customer must
notify VETRO within five (5) days of Customer’s receipt of the Requested Monthly Report,
and upon VETRO’s receipt of such notice, VETRO will provide Customer with a detailed
record of System Availability for the calendar month in question. In any event, VETRO’s
determination shall be final. Customer’s failure to comply with the procedures set forth in
this Section 4 will constitute a waiver of all of Customer’s rights and remedies with respect
to such Service Standard failure for the calendar month in question.