Connectivity Services Level Agreement Addendum

This Connectivity Services Level Agreement (“SLA”) is issued by Phoenix NAP, LLC (“PNAP”) and governs Power, Network, and (for Facility Licensed Colocation) Environmental Downtime Service Credits for the Covered Services identified below. It is incorporated into, and forms part of, the Master Services Agreement or other governing agreement between PNAP and the customer receiving the Covered Services (“Client”) (the “MSA”). Capitalized terms used but not defined in this SLA have the meanings given in the MSA.

1. Service Level Agreement (SLA)

Power & Network SLA

1.1 Coverage. This SLA governs the Power, Network, and (for Facility Licensed Colocation only) Environmental Infrastructure owned or managed by PNAP that supports the following PNAP services (each, a “Covered Service”): Hardware as a Service (HaaS); Facility Licensed Colocation; Cloud and Enterprise Services (CES), excluding Disaster-Recovery-as-a-Service (DRaaS); Security Services (including InfraSentry); and Bare Metal Servers, Bare Metal Cloud, and Megaport Cloud Router (MCR). This SLA applies to Power Downtime, Network Downtime, and, for Facility Licensed Colocation, Environmental Downtime only, and supersedes the Power, Network, and Temperature/Humidity downtime credit provisions previously stated in each Covered Service’s own addendum, as set out in Section 2 below. This SLA does not apply to, and does not modify: (a) the HaaS and Bare Metal Hardware Replacement Guarantees; (b) the Bare Metal Server and Bare Metal Cloud Deployment Guarantees; (c) support response-time guarantees under any addendum; or (d) DRaaS SLA Events, Recovery Point Objective (RPO), or Recovery Time Objective (RTO) commitments — each of which remains governed solely by its existing addendum.

1.2 100% Availability Target. PNAP’s target is 100% availability of Power and Network for each Covered Service, excluding Scheduled Maintenance and the other exclusions in Section 1.8. Unlike a tiered or banded credit schedule that only pays a credit once monthly Downtime crosses a stated threshold or percentage band, this SLA calculates the Service Credit on a pro rata, minute-by-minute basis for every continuous period of Downtime exceeding fifteen (15) minutes. There are no tiered credit tables and no monthly minimum-downtime threshold under this SLA.

1.3 Downtime; Power; Network; Environmental Infrastructure. “Downtime” means, for a given Covered Service, any period during which that Covered Service is unavailable to Client as a result of the failure of Power, Network, or (for Facility Licensed Colocation only) Environmental Infrastructure owned or managed by PNAP, measured to the nearest minute and not excluded under Section 1.8. “Power” means the electrical power distribution infrastructure — including power distribution units, uninterruptible power supply systems, backup generators, and circuits — owned or managed by PNAP, up to the point of handoff to Client’s equipment. “Network” means the network infrastructure — including routers, switches, load balancers, and cabling — owned or managed by PNAP, up to the point of handoff to Client’s equipment or a third-party network. “Environmental Infrastructure” means, for Facility Licensed Colocation only, the heating, ventilation, air conditioning, humidity control, and other climate-control infrastructure — including cooling units, humidity control systems, and associated sensors and controls — owned or managed by PNAP within the colocation facility.

1.3.1 Environmental Downtime (Colocation only). For Facility Licensed Colocation, Downtime caused by a failure of Environmental Infrastructure (“Environmental Downtime”) is measured, credited, and excluded on the same basis, and using the same formula, fifteen (15)-minute threshold, and process, as Downtime caused by a failure of Power or Network under this SLA. This SLA supersedes the temperature- and humidity-threshold credit schedule previously stated in the Colo Services Addendum. A Service Credit for Environmental Downtime is available only where a failure of Environmental Infrastructure actually causes the Colocation Covered Service to become unavailable; a temperature or humidity reading that exceeds a stated threshold but does not itself cause the Colocation Covered Service to become unavailable does not, by itself, generate Downtime or a Service Credit.

1.4 Downtime Minutes; Total Monthly Minutes. “Downtime Minutes” means the total minutes of Downtime experienced by a Covered Service within a billing month, excluding the first fifteen (15) minutes of each continuous period of Downtime under Section 1.6. Concurrent or overlapping Downtime affecting the same Covered Service is counted once, not cumulatively across each affected component or cause. “Total Monthly Minutes” means the number of calendar days in the billing month multiplied by 1,440.

1.5 Service Credit Formula. For each Covered Service and each billing month in which Downtime occurs, PNAP will calculate a Service Credit as follows:

Service Credit = ( Downtime Minutes ÷ Total Monthly Minutes ) × MRC

“MRC” means the Monthly Recurring Charge invoiced to Client for the specific Covered Service affected by Downtime in the billing month in which the Downtime occurred, excluding one-time fees, setup fees, usage-based or metered charges (including metered bandwidth), taxes, and pass-through third-party charges. The Service Credit is calculated separately for each affected Covered Service against that Covered Service’s own MRC. Downtime Minutes are tracked to the minute; PNAP does not round Downtime up or down to a threshold, block, or tier.

1.6 Fifteen-Minute Threshold. The first fifteen (15) minutes of each continuous period of Downtime are not counted as Downtime Minutes and do not generate a Service Credit, regardless of the total duration of that period. If a continuous period of Downtime lasts fifteen (15) minutes or less, it generates no Service Credit. If it exceeds fifteen (15) minutes, Downtime Minutes are counted starting from the sixteenth (16th) minute onward. This threshold applies separately to each continuous period of Downtime and is not an aggregate monthly allowance.

1.7 Maximum Credit; Sole Remedy. The Service Credit for a Covered Service in a billing month will not exceed 100% of that Covered Service’s MRC for that month. Service Credits are PNAP’s sole and exclusive remedy, and Client’s sole and exclusive compensation, for a failure to deliver a Covered Service without Downtime. PNAP will apply an approved Service Credit to Client’s invoice for the billing month following approval of Client’s claim under Section 1.10; a Service Credit exceeding a single invoice will carry forward and apply to Client’s subsequent invoice(s) until fully applied. Service Credits are not redeemable for cash and are not transferable to another account or a different Covered Service.

1.8 Exclusions. Downtime does not include, and no Service Credit is available for, unavailability caused by or attributable to:

  1. Scheduled Maintenance - maintenance performed by PNAP with at least five (5) business days’ advance notice to Client by email or through PNAP’s customer portal, provided Scheduled Maintenance does not exceed four (4) hours in the aggregate per billing month for the affected Covered Service;
  2. emergency maintenance reasonably necessary to prevent imminent harm to PNAP’s network, facility, or equipment, to Client’s equipment, or to other customers, provided PNAP gives notice as promptly as reasonably practicable under the circumstances;
  3. acts or omissions of Client or any person Client authorizes to access or use the Covered Service, including configuration errors, and the failure of Client’s own applications, operating systems, or software;
  4. failure of Client’s own equipment, or of any network, internet, or other infrastructure not owned or managed by PNAP;
  5. a Force Majeure Event;
  6. a distributed denial-of-service attack, hacking attempt, or other malicious act directed at PNAP’s network or Client’s Covered Service, provided the attack was not enabled by PNAP’s failure to implement its standard security safeguards;
  7. suspension of the Covered Service made in accordance with the MSA, including for nonpayment or a violation of PNAP’s acceptable use policy; or
  8. Client’s failure to provide access or information reasonably requested by PNAP to diagnose or resolve a reported issue.

1.9 Measurement of Downtime. Downtime begins at the earlier of (a) the time PNAP’s monitoring systems first record the outage, or (b) the time Client opens a support ticket reporting the outage and ends when the Covered Service is restored to normal operation, as recorded in PNAP’s monitoring and ticketing systems. PNAP’s monitoring records are the primary source for measuring Downtime Minutes; where PNAP’s monitoring did not independently detect an outage, PNAP will calculate Downtime Minutes from the timestamps of Client’s support ticket and its resolution, cross-checked against PNAP’s network and system logs. PNAP will make monitoring records supporting a determination available to Client upon request.

1.10 Claim Process. To request a Service Credit, Client must submit a claim to PNAP within thirty (30) calendar days after the Downtime giving rise to the claim ends, by emailing support@phoenixnap.com with “SLA Service Credit Claim” in the subject line, including:

  1. the affected Covered Service, account number, and any relevant IP address(es) or device identifiers;
  2. the date(s) and time(s), with time zone, of the claimed Downtime;
  3. a description of the impact on Client’s use of the Covered Service; and
  4. any logs, monitoring records, or other information supporting the claim.

PNAP will review each timely, complete claim and notify Client of its determination, including the resulting Downtime Minutes and Service Credit (if any), within thirty (30) calendar days after receipt. A claim submitted after the deadline above, or that omits the required information, may be declined solely on that basis. Claims PNAP determines, acting reasonably and in good faith, to be false, frivolous, or submitted without a good-faith basis, may result in a processing charge of $50 per claim and, if repeated, suspension of Client’s right to submit further claims under this SLA.

1.11 Account Eligibility. Client is not eligible for a Service Credit for a billing month during which (a) Client’s account was suspended for nonpayment, or Client was delinquent on payment more than three (3) times in the preceding twelve (12) months, or (b) Client had an unresolved violation of PNAP’s acceptable use policy. Eligibility resumes once the underlying issue is resolved.

1.12 Changes to this SLA. PNAP may update this SLA from time to time. PNAP will give Client at least thirty (30) days’ advance notice, by email or through PNAP’s customer portal, of any change that materially reduces Client’s rights under this SLA. Updates take effect prospectively from their stated effective date and do not affect Service Credits already accrued.

1.13 Governing Law. This SLA is governed by the laws of the State of Arizona, without regard to its conflict-of-laws principles, consistent with the governing law provision of the MSA.


v.6; 08082026