SCALE CARE SERVICE SUPPLEMENTAL TERMS

(Scale Care Services Terms)

These Scale Care Services Terms are provided under an applicable Order between the Licensee and Licensor that incorporates an End User Software License Agreement (EULA) and are supplemental to an Order for Scality Maintenance and Support Services (M&S Terms), which is required to support these Scale Care Services Terms. Capitalized terms not defined here are defined in the EULA or in the M&S Terms and incorporated herein.

Scale Care Services are optional maintenance and support services (above standard M&S services) and are only provided under an executed Order between Licensor and the applicable licensee as to the Software identified in the Order for one of either Business Scale Care, Enterprise Scale Care or Secure Site Care, and for a specified RING Environment.

In consideration of payment of the Fees in the applicable Order for these Scale Care Services Terms, and provided Licensee is not in breach of the EULA, the M&S Terms, or any Order, Licensor agrees, during the term of the Order for Scale Care Services, as follows:

Business Scale Care   

If the Order for Scale Care Services designates Business Scale Care, the additional Business Scale Care services include the following: 

1. Assistance with RING Upgrade. Licensor will assist the Licensee with RING software version upgrades that Licensor determines are necessary or required upgrades.
2. Assistance with adding existing connectors to the same environment. Licensor will assist Licensee with adding Connectors of the same type and servicing the same use case as Connectors already deployed in the Licensee’s environment, as Licensor judges necessary.
3. Meetings and Reporting. At Licensee’s request Licensor will conduct a quarterly review with the Licensee, and provide a quarterly predefined report including ticket review and system health check following the review.
4. Dashboard and Notifications. Licensor will monitor a predefined core set of Metrics (as determined by Licensor) on the cloud and give Licensee access to a Standard Dashboard for local notifications (1 channel configured on Licensor’s system).
5. Preventive detection of Incidents. Licensor will monitor Licensee’s platform via the Alerting System (as defined in the M&S Terms) and will take any of the following actions in order to attempt to prevent P1 events, as defined in the M&S Terms: open tickets on behalf of Licensee, initiate calls with Licensee, internal escalation to the relevant team.
6. Communication Channels. Licensee will use the Access Methods as defined in the Service Levels section of the M&S Terms for each Service Priority Category.
7. Service Levels. Subject to the CONDITIONS and EXCEPTIONS below, only in respect of active, in production use of the Software, Licensor shall acknowledge each properly submitted technical support requests as set forth below. Priority Categories are defined in M&S Terms.   

* Licensor will prioritize the planning and execution of the requested Service.

8. Service Level Credits. Licensor will provide Licensee with the following Service Level Credits for failure to meet the Response Time Service Levels, subject to the CONDITIONS, EXCEPTIONS and SERVICE LEVEL CREDITS LIMITATIONS at the end of these Scale Care Service Supplemental Terms, only in respect of active, in production use of the Software, as follows:
   Response Time Service Level Credit. 500 USD / 500 EUR / 50,000 JPY
9. Restoration efforts.  Licensor will target the following restoration efforts:

* Licensor will prioritize the planning and execution of the requested Service.

10. Annual Product Roadmap Presentation. Licensor will provide, on an annual basis, a presentation of planned evolutions and improvement of Licensor’s products (the Product Roadmap Presentation). This presentation may be provided to multiple customers at one time, via videoconferencing, and may be pre-recorded.

Enterprise Scale Care   

Enterprise Scale Care includes the following additional support services: 

1. Assistance with RING Upgrade. Licensor will assist the Licensee with RING software version upgrades that Licensor determines are necessary or required upgrades.
2. Assistance with adding existing connectors to the same environment. Licensor will assist Licensee with adding Connectors of the same type and servicing the same Use Case as Connectors already deployed in the Licensee’s environment, as Licensor judges necessary.
3. Assistance with RING Expansion. Licensor will assist the Licensee with RING Expansion that Licensor determines is necessary.
4. Assistance with up to one (1) Installation of a Testing Environment. A testing environment is a non-production environment used by Licensee. The testing environment cannot be used for pre-production system that will eventually be used in production. For clarity, the Installation of a testing environment does not include the OS installation.
5. Additional Service Days. Licensor will deliver up to five (5) Services Days, as requested by Licensee, during Licensor Business Days and Hours.
6. Advanced Operations Training. Licensor will deliver one (1) Advanced Operations Training as described in the Licensor’s catalog.
7. Meetings and Reporting. Licensor will conduct a fifteen (15) minute weekly standup meeting, quarterly reviews and one (1) annual workshop with the Licensee and provide a quarterly custom report following the review, in each case, at Licensee’s request. The theme and topics addressed in the quarterly custom reports and during the annual workshop shall be discussed and agreed upon between the Licensee and Licensor and may include ticket review, health check, review of the relevant tech bulletins, assessment and planning of change operations, recommendations. All meetings and workshops above may be provided remotely or in person, as determined by Licensor.
8. Dashboard and Notifications. Licensor will monitor an expanded set of Metrics (as determined by Licensor) for cloud monitoring and give Licensee access to an expanded set of local notifications.
9. Preventive detection of Incidents. Licensor shall monitor Licensee’s platform via the Alerting System (as defined in the M&S Terms), will receive automatic notifications and will take any of the following actions in order to attempt to prevent issues: open tickets on behalf of Licensee, initiate calls with Licensee. For P1 Events, the actions will include internal escalation to the relevant team.
10. Designated Engineer. Licensor will assign one Designated Engineer (Designated Engineer) that will be the designated point of contact and designated resource for Licensee. For clarity, Designated Engineers will be assigned to Licensee and other customers.
11. Communication Channels. Licensee will use the Access Methods as defined in the Service Levels section of the M&S Terms and the following additional communication channels: Slack channel, Emails to Designated Engineer. Licensee will have access to Scality Experts through an Annual Workshop on demand to discuss, for instance, new use cases.
12. Service Levels. Subject to the CONDITIONS and EXCEPTIONS below, only in respect of active, in production use of the Software, Licensor will meet the following Service Levels.
13. Response Time. Subject to the CONDITIONS and EXCEPTIONS below, only in respect of active, in production use of the Software, Licensor shall acknowledge each properly submitted technical support requests as set forth below. Priority Categories are defined in M&S Terms. 

* Licensor will prioritize the planning and execution of the requested Service.

2. Availability. The Software shall be Available 100% of the time in a given calendar quarter (where Available means that the Software is not Unavailable as defined in the P1 definition in the M&S Terms).
3. Durability/No Data Loss Guaranty. So long as the Licensee’s environment is configured in accordance with Licensor requirements, and subject to the modifications below, Licensee shall not experience a Data Loss Event.

In the above service level, a “Data Loss Event” is an event where a request is made by an end user to the Licensee’s RING cluster, and the RING cluster cannot return the data associated with that request that was originally stored, provided that in determining whether there is a Data Loss Event:

• The data loss must impact at the end user data or user designated (not automated) meta data
• The data loss must be due to failure of the Licensor’s software or a limited number of hardware failures less than specified for the least protected hardware scheme set forth in the Order for Enterprise Scale Care.
• Licensee’s system must be run with at least the amount of free capacity specified by Licensor
• Licensee must operate at least 6 storage nodes in production
• Eventual reconstruction or recovery of data in commercially reasonable timeframe shall not constitute a Data Loss Event
• Data Loss Events arising from the same failure count as one Data Loss Event, regardless of the number of data objects not returned and even if the data loss is not discovered until some future time
• Data lost in the RING where the object was originally created will not be a Data Loss Event if that data is accessible in any Licensee RING infrastructure
• Data that has been damaged, exfiltrated or otherwise lost by misuse, third-party criminal or other unauthorized acts of third parties is not a Data Loss Event hereunder, provided that such data loss is not the direct result of a Licensor (not third-party) software code vulnerability.

13. Service Level Credits. Licensor will provide Licensee with the following Service Level Credits for failure to meet the Response Time Service Levels, Availability Service Level and Durability/No Data Loss Guaranty Service Level, subject to the CONDITIONS, EXCEPTIONS and SERVICE LEVEL CREDITS LIMITATIONS at the end of these Scale Care Service Supplemental Terms, only in respect of active, in production use of the Software, as follows:
    Response Time Service Level Credit. 500 USD / 500 EUR / 50,000 JPY
    Availability Service Level Credit. 10,000 USD / 10,000 EUR / 1,000,000 JPY

Durability/No Data Loss Guaranty Service Level Credit. Should a Software cluster fail to meet the Durability/No Data Loss Guaranty Service Level, and if Licensor fails to resolve such issue within the Target Service Restoration period stated in the M&S Terms, Licensee will be entitled to a Service Level Credit equal to 10,000 USD / 10,000 EUR / 1,000,000 JPY.

14. Restoration efforts.  Licensor will target the following restoration efforts:

* Licensor will prioritize the planning and execution of the requested Service.

15. Annual Product Roadmap Presentation. Licensor will provide, on an annual basis, a presentation of planned evolutions and improvement of Licensor’s products (the Product Roadmap Presentation). This presentation may be provided to multiple customers at one time, via videoconferencing, and may be pre-recorded.
16. Cooperation with third-parties. Licensor will use commercially reasonable efforts to cooperate and work on troubleshooting with third-party providers, as Licensor judges necessary.

Secure Site Care   

Secure Site Care includes the following additional support services: 

1. Assistance with RING Upgrade. Licensee’s will assist the Licensor with RING software version upgrades that Licensee judge necessary.
2. Assistance with adding existing connectors to the same environment. Licensor will assist Licensee with adding Connectors of the same type and servicing the same Use Case as Connectors already deployed in the Licensee’s environment, as Licensor judges necessary.
3. Assistance with RING Expansion. Licensee’s will assist the Licensor with RING Expansion that Licensee judge necessary.
4. Assistance with up to one (1) Installation of a Testing Environment. A testing environment is a non-production environment used by Licensee. The testing environment cannot be used for pre-production system that will eventually be used in production. For clarity, the Installation of a testing environment does not include the OS installation.
5. Advanced Operations Training. Licensor will deliver one (1) Advanced Operations Training as described in the Licensor’s catalog.
6. Meetings and Reporting. Licensor will conduct a fifteen (15) minute weekly standup meeting, quarterly reviews and one (1) annual workshop with the Licensee and provide a quarterly report following the review, in each case, at Licensee’s request. The theme and topics addressed in the quarterly custom reports and during the annual workshop shall be discussed and agreed upon between the Licensee and Licensor and may include ticket review, health check, review of the relevant tech bulletins, assessment and planning of change operations, recommendations. All meetings and workshops above may be provided remotely or in person, as determined by Licensor.
7. Dashboard and Notification. Licensor will give Licensee access to an expanded set of Metrics (as determined by Licensor) and to a standard set of local notifications.
8. Designated Engineer. Licensor will assign one Designated Engineer (Designated Engineer) that will be the designated point of contact and designated resource for Licensee. For clarity, Designated Engineers will be assigned to Licensee and other customers.
9. Communication Channels. Licensee will use the Access Methods as defined in the Service Levels section of the M&S T&Cs and the following additional communication channels: Slack channel, Emails to Designated Engineer. Licensee will have access to Scality Experts through an Annual Workshop on demand to discuss, for instance, new use cases.
10. Onsite presence. Licensee may request onsite planned intervention(s) (Onsite Planned Intervention) for up to 2 weeks. Onsite Planned Interventions will be discussed and planned between Licensor and Licensee typically 8 (eight) weeks in advance. Licensee may request onsite intervention(s) (Onsite Ad-hoc Intervention) for up to 3 days. Onsite Ad-hoc Intervention will be discussed and planned between Licensor and Licensee typically 20 (twenty) days in advance. Onsite Planned and Onsite ad-hoc Interventions may be used in non-consecutive days, as discussed and agreed between Licensor and Licensee.
11. Service Levels. Subject to the CONDITIONS and EXCEPTIONS below, only in respect of active, in production use of the Software, Licensor shall acknowledge each properly submitted technical support requests as set forth below. Priority Categories are defined in M&S Terms.     

12. Service Level Credits. Licensor will provide Licensee with the following Service Level Credits for failure to meet the Response Time Service Levels, subject to the CONDITIONS, EXCEPTIONS and SERVICE LEVEL CREDITS LIMITATIONS at the end of these Scale Care Service Supplemental Terms, only in respect of active, in production use of the Software, as follows:
    Response Time Service Level Credit. 500 USD / 500 EUR / 50,000 JPY
13. Restoration efforts.  Licensor will target the following restoration efforts:

* Licensor will prioritize the planning and execution of the requested Service.

14. Annual Product Roadmap Presentation. Licensor will provide, on an annual basis, a presentation of planned evolutions and improvement of Licensor’s products (the Product Roadmap Presentation). This presentation may be provided to multiple customers at one time, via videoconferencing, and may be pre-recorded.
15. Cooperation with third-parties. Licensor will use commercially reasonable efforts to cooperate and work on troubleshooting with third-party providers, as Licensor judges necessary.

General Provisions

1. Unless expressly stated otherwise, Services included in Business Scale Care, Enterprise Scale Care and Secure Site Care offers will be provided during Licensor Business Days and Hours. Licensor Business Days and Hours as referred to in these Scale Care Services Terms are local working (i.e. non holiday, non-weekend) days and hours in the country the Resource of Licensor works from. If no local working days and hours are otherwise stated then working days and hours are Monday through Friday (excluding government recognized holidays), 9am to 5pm, local time.
2. For Enterprise Scale Care and Secure Site Care, included Services listed above might be delivered outside of Licensor Business Days and Hours as determined by Licensor. Each day (or portion thereof) of Services provided outside of Licensor Business Days and Hours needs to be approved by Licensor and shall count with a factor 2 against the Services included or Service Days ordered separately.
3. Service Level Credits shall be applied as credits only against the following Renewal Term M&S services and/or Scale Care Service fees and shall not be paid out, provided that if Licensee does not renew any M&S services (and/or any DCS services), then the net credit due from Licensor shall be paid to Licensee within 45 days of the end of M&S/DCS services.
4. Service level credits shall be treated as liquidated damages and Licensee is not entitled to any other damages of any kind in respect of the event that gave rise to entitlement to a credit (i.e. no consequential or other contractual damages are permitted related to application of a Service Level Credit).

Additional Termination Right 

If the Software is not Available for at least 99% in a calendar quarter period, Licensee’s sole and exclusive remedy shall be to terminate that portion of the Order for Scale Care Services for the Software that failed to meet that standard by giving written notice of such election not later than 30 days after the end of the calendar quarter in which such failure occurred. 

If timely notice of a termination right above is given to Licensor, Licensor shall refund Licensee any prepaid, pro-rated unused fees for such Scale Care Services, which refund is the sole and exclusive remedy related to such breach of the service level obligations herein.

Conditions

All Service Levels and Service Level Credits and Termination rights are conditioned on the following (i.e. if all of the conditions are not met, then no Service Level Credits shall be due to the Licensee due to a failure to meet the Service Levels and Licensee shall not be entitled to terminate any Order):

1. Service level credits will only be payable after (a) Licensor has received Licensee’s final root cause analysis report (RCA Report), which such RCA Report shall not be abridged or redacted, and (b) Licensee and Licensor have discussed the RCA Report and agreed upon the conclusions therein.  The RCA Report and discussions thereon are Confidential Information of Licensee, provided however that to the extent the RCA Report and/or discussions include identification of Licensor caused issues or failures, such discussions of Licensor caused issues or failures shall be deemed joint Confidential Information of Licensee and Licensor. Licensee must maintain log files and other data sufficient to create a reasonably supported RCA Report.  In general, that means that all log files are available for at least 5 days before and 14 days after the event giving rise to a service level breach.
2. Service levels provided as part of Scale Care Services apply at the cluster level, separately for each functional cluster (i.e., all servers in the same RING instance of the Software). Service levels do not apply at the server level (e.g., a store node being down does not impact the service level).    
3. The Software must have been accepted and not subject to any right to reject (for example, during a test acceptance period) even if in production.
4. Licensee must not be in default of any obligation to Licensor under any agreement, Order, EULA or Scale Care Services Terms, and all fees must have been paid for the applicable Scale Care Services.
5. Licensee must make qualified, competent resources available to take all reasonable actions requested by Licensor, including but not limited to server reboots within 1 hour of Licensor’s request.
6. The Licensee employees operating the platform have received at least standard operational training from Licensor on the Software operation.  Licensor may require that Licensee also appoint qualified personnel to take advanced operational training to support a Scale Care Services Order (if Licensor requires this it will provide such advanced operational training as part of Scale Care Services services).
7. The failure is not the consequence of a misconfiguration of the Software or other error or negligence of Licensee or its agents or contractors.
8. In a P1 event, Licensor must not be unduly prevented from applying changes to the functional cluster configuration by Licensee’s delay or refusal to authorize/consent, it being understood that when on a call with Licensee, Licensor will be authorized to make changes unless the Licensee personnel expressly state otherwise.
9. Licensee maintains the redundancy level specified by Licensor in the Architecture Document.
10. Licensee has installed all Updates (and Upgrades that Licensor provides without additional charge) and has done all configuration changes promptly within reasonable time after they are made available by Licensor.
11. No software or operating systems other than those approved by Licensor are running on the servers comprised in the cluster.
12. Licensor resources have, through the Internet, on demand access to production servers operating the Software on a 24 x 7×365 basis, or if not provided such access, then the time until such access is provided shall not be counted against Licensor in calculating the service credit.
13. Licensee allows Licensor to audit the installed Software to obtain such information as may be reasonably necessary to verify the failure to comply with a Service Level, such audit to be performed remotely, if remote access is possible, and otherwise on-site; provided that if such audit is to be performed on-site, then Licensor will provide reasonable advance notice of same, and such audit shall occur during Business Days and Hours. Any internal cost incurred by each Party or by any Licensor’s Authorized Reseller or Licensor’s Authorized Partner that are approved and are part of the procurement process for the Order (including but not limited to travel expenses or time spent for one Party’s employees or usual contractors) shall be covered by each Party. Licensor shall pay for any external expenses of such an audit.  
14. The event giving rise to the service level breach did not arise as a result criminal or unauthorized acts of third parties, or failures of third-party software or hardware not reasonably within the control of Licensee and Licensor, provided that such service level breach is not the direct result of a Licensor (not third-party) software code vulnerability or error

Exceptions

In addition to the CONDITIONS, Licensor will not be responsible for failures to meet Service Levels attributable to:

1. Acts or omissions of Licensee, its agents, employees or contractors (including, without limitation, willful misconduct, negligence, breach of contract, or infringements of third-party proprietary rights).
2. Licensee’s failure to follow the conditions and instructions set forth in the EULA, M&S Terms, Scale Care Services Terms, Software documentation or other instructions provided to Licensee.
3. Downtime due to reasonably unforeseeable causes outside of the reasonable control of Licensor or downtime due to operating in a degraded mode.
4. The following provisions shall apply when determining Availability:
   (a) The period when the Software is not available due to planned downtime and maintenance operations is not included in calculating Availability.
   (b) Loss of access to the Software resulting from unavailability of the underlying datacenter or hardware infrastructure is not included in calculating Availability
5. The following provisions shall apply when determining Availability and Durability/No Data Loss Guaranty Service Credit:

   (a) Licensee shall not be entitled to an Availability Service Level Credit or Durability/No Data Loss Guaranty Service Credit if: (1) the used capacity exceeds the recommended threshold (DISKFULL) set during the installation and/or monthly review with the Licensor to ensure that all write operations are able to fulfill; or (2) Licensee fails to deploy within a reasonable period of time the number of servers necessary to sustain the expected traffic based on the Licensee’s reported traffic volume during Licensee’s Peak Operating Period (defined in the P1 provisions of the M&S Terms), growth expectation, and the hardware being deployed, as recommended by the Licensor.

Maximum Service Level Credit

Notwithstanding any provisions above:

1. Service Level Credits must be claimed within 90 days following the discovery of the event that triggered the Service Level Credit. Licensee shall send a written notice to Licensor to the following email address: legal@scality.com.
2. Service Level Credits are limited to 2 per calendar quarter, and events must occur at least 7 calendar days apart to trigger a separate Service Level Credit (i.e. if an event triggers a Service Level breach and then another event occurs 5 days later for the same type of Service Level breach, that is one Service Level breach).