Virtual Desktop Addendum

This Virtual Desktop Addendum (the “Virtual Desktop Addendum”) is by and between Service Provider and Customer and applies to the Virtual Desktop Services (defined below) included in one or more Service Orders between the Parties, if any. To the extent any Virtual Desktop Services are included in a Service Order between the Parties, this Virtual Desktop Addendum (the “Virtual Desktop Addendum”) is incorporated into and made a part of the Master Services Agreement between the Parties (the “Master Services Agreement”) by this reference.

Now, therefore, in consideration of the mutual covenants and agreements set forth in this Virtual Desktop Addendum, the Master Services Agreement, and the Additional Terms and Conditions, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledge by the Parties, the Parties agree as follows:

• General Terms. By Customer accessing and using the Virtual Desktop Services, the Parties agree that Customer is bound by this Virtual Desktop Addendum. Service Provider may modify this Virtual Desktop Addendum at any time and in Service Provider’s sole discretion by sending written notice to Customer. All capitalized terms used but not defined in this Virtual Desktop Addendum have the meanings assigned to them in the Master Services Agreement and the Additional Terms and Conditions.
• Definitions.
  • “Downtime” is the total accumulated minutes that of the Maximum Available Minutes that a Virtual Machine has no Virtual Machine Connectivity. The Parties acknowledge and agree that Downtime shall not include any maintenance activity for the Virtual Machine(s) or Virtual Machine Services, regardless of whether the maintenance activity is scheduled, regular, or emergency maintenance.
  • “Incident” means (i) any single event, or (ii) any set of events, which result in Downtime.
  • “Maximum Available Minutes” means all minutes during a billing month that each Virtual Machine provided to Customer by Service Provider is expected to be available, which shall mean all minutes during a billing month if the Service Order is silent on expected availability.
  • “Monthly Uptime Percentage” for each Virtual Machine is calculated as Maximum Available Minutes less Downtime divided by Maximum Available Minutes in a billing month. Monthly Uptime Percentage is represented by the following formula:

Monthly Uptime % = (Maximum Available Minutes – Downtime) / Maximum Available Minutes X 100

• “Service Level Targets” means the performance metric(s) set forth in this Virtual Desktop Addendum that Service Provider will use commercial reasonable efforts to meet.
• “Virtual Desktop Services” mean the provision of services to enable the Customer’s users to access their desktop and applications from anywhere on any kind of endpoint device while Service Provider deploys and manages these desktops from a centrally located data center.
• “Virtual Machine” refers to the virtualization or emulation of a computer system whereby Customer and its users interface with their respective desktops.
• “Virtual Machine Connectivity” is bi-directional network traffic between the Virtual Machine and other IP addresses using TCP or UDP network protocols in which the Virtual Machine is configured for allowed traffic. The IP addresses can be IP addresses in the same cloud service as the Virtual Machine, IP addresses within the same virtual network as the Virtual Machine or public, routable IP addresses.

• Limitations. The Parties agree that the service level expectations set out in Section 4 of this Virtual Desktop Addendum do not apply to any performance or availability issues:
  • Due to factors outside our reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centers, including at your site or between your site and our data center);
  • That result from the use of services, hardware, or software not provided by Service Provider, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services;
  • That result from connecting to a serverless database that is pausing, paused, or resuming.
  • Caused by Customer’s use of any Services after we advised Customer to modify Customer’s use of the Services, if Customer did not modify its use as advised;
  • That result from Customer’s unauthorized action or lack of action when required, or from Customer’s employees, agents, contractors, or vendors, or anyone gaining access to our network by means of your passwords or equipment, or otherwise resulting from Customer’s failure to follow appropriate security practices;
  • That result from Customer’s failure to adhere to any required configurations, use supported platforms, Service Provider’s AUP, or Customer’s use of the Virtual Desktop Services in a manner inconsistent with the features and functionality of the Virtual Desktop Services (for example, attempts to perform operations that are not supported) or inconsistent with Service Provider’s published or delivered guidance;
  • That result from faulty input, instructions, or arguments (for example, requests to access files that do not exist);
  • That result from Customer’s attempts to perform operations that exceed prescribed quotas or that resulted from Service Provider’s throttling of suspected abusive behavior;
  • Due to Customer’s use of features of the Virtual Desktop Services that are outside of associated Support Windows; or
  • Customer-initiated operations such as restart, stop, start, failover, scale compute, and scale storage that incur downtime are excluded from the uptime calculation.
  • Any regular or scheduled maintenance window that incurs a downtime to patch your server and infrastructure is excluded from the uptime calculation.
• Service Level; Credits. Service Provider shall ensure the availability of each Virtual Desktop provided under the Master Services Agreement and resolve any trouble tickets submitted by Customer in accordance with the table below, with the remedies for not meeting the service objectives set forth in the table below (the “Service Level”):

* Resolution Time will be measured from the Opening of an official Trouble Ticket with infinIT Support via phone at 216-619-2000 or via email at support@infinit.us to the time when the issue is resolved by Service Provider’s technicians, as reflected in Service Provider’s ticketing system.

• Maximum Remedy. The Parties agree that the maximum remedy in a calendar month shall not exceed the Service Fees owed by Customer for that calendar month for all service level violations in that calendar month. The Service Level remedies set forth in the table above shall become effective one (1) month following the applicable Activation Date. During that initial one-month period, Service Provider and Customer will work cooperatively to structure processes and reporting mechanisms intended for measurement enforcement. The above Service Levels and associated remedies are not applicable during periods resulting, in whole or in part, from any of the following causes:
  1. A Force Majeure Event;
  2. Planned Service outage, which is a Service outage caused by scheduled maintenance, planned enhancements, or updates to Service Provider’s network during regular maintenance windows. Service Provider’s regular maintenance windows are scheduled between 11:00 p.m. to 6:00 a.m. Eastern Time;
  3. Any Service interruption caused by:
     1. Customer actions or inactions;
     2. Customer Equipment;

• any third party not contracted through Service Provider, including, without limitation, Customer’s users, third-party network providers; and

1. any power, equipment, or services provided by third parties.

• Exclusive Remedy. The Parties agree that the remedies set forth in this Section 4 shall be Customer’s sole and exclusive remedy for any interruption, outage, unavailability, delay, or other degradation in the Internet Services or Voice Services or any Service Provider failure to meet the Service Level objectives for the Internet Services and Voice Services.