Alibaba Cloud International Website VMware Service Service Level Agreement

This Alibaba Cloud International Website VMware Service Service Level Agreement (“SLA”) applies to your purchase and use of the Alibaba Cloud International Website VMware Service (“Service”) and your use of the Service is subjected to the terms and conditions of the Alibaba Cloud International Website Product Terms of Service (“Product Terms”) between the relevant Alibaba Cloud entity described in the Product Terms (“Alibaba Cloud”, “us”, or “we”) and you. This SLA only applies to your purchase and use of the Services for a fee, and shall not apply to any free Services or trial Services provided by us. This SLA only applies to the Covered Services (as defined below) within the Service and shall not apply to any other part of the Service.

1. Scope and Definitions

   1.1 “Covered Services” means Instance or Management Components of the Service.

   1.2 "Cluster" means a deployment of the dedicated Hosts, with a distributed storage system and associated networking that are managed via Management Components.

   1.3 “Downtime” means

   (a) For Management Components, the total number of minutes of Management Components Unavailability in a billing month. “Management Components Unavailability” means your inability to log into the VMware vCenter Server or VMware NSX Manager consoles, from the Instance associated VPC network, for at least a continuous 4-minute period, due to the failure of the Service;

   (b) For an Instance, the total number of minutes of Cluster Unavailability in a billing month, for all Clusters in the Instance. “Cluster Unavailability” means you lose the connectivity of a Cluster from the Instance associated VPC network or lose disk access for all running VMware virtual machines in a Cluster for at least a continuous 4-minute period, due to the failure of the Service; and

   (c) To calculate the Downtime under this SLA, the following required conditions of the Service itself and the other associated Alibaba Cloud services must be met:

   (i) There are at least 3 Hosts in a Cluster;

   (ii) The vSAN storage policy configuration of VMware virtual machines in the Cluster must ensure:

   a) When the number of Hosts in the Cluster is 5 or less than 5, set FTT=1;

   b) When the number of Hosts in the Cluster is 6 or more than 6, set FTT=2 or higher;

   (iii) The vSAN storage space for the Cluster must have:

   a) At least 25% of free space as Slack Space when the number of Hosts in the Cluster is 5 or less than 5;

   b) At least 20% of free space as Slack Space when the number of Hosts in the Cluster is 6 or more than 6;

   (iv) The vSAN storage space for the Cluster must ensure that at least one VMware virtual machine can be started; and

   (v) When using a cloud firewall or other third-party network security tools for network access protection for the Service, ICMP protocol between the Instance and its associated VPC network subnet must be allowed.

   1.4 “Exclusions” means any unavailability, suspension, or termination of the Service that is due to any of the following:

   (a) suspension or termination described in Clause 8.2 of the Membership Agreement;

   (b) events that are outside of our reasonable control, including any events of force majeure such as earthquakes, epidemic, downtime of the relevant submarine communication cables, failure of telecommunications infrastructure or systems, riots, Acts of God, etc.;

   (c) events that result from any actions or inactions on your part in connection with your use of the Service;

   (d) events that arise out of your or any third parties’ (not under our direct control) equipment, software, and/or technology;

   (e) events that result from your failure to adhere to any required configurations for the use of the Service;

   (f) events that result from your illegal or unlawful use of the Service, events that result from your breach of any of the terms and conditions of the Alibaba Cloud Product Terms, Terms of Use, or Membership Agreement;

   (g) events that result from your non-payment of any charges payable to us;

   (h) events that result from critical accidents or failure of the relevant internet service;

   (i) events that result from your failure to ensure that the Service and other associated Alibaba Cloud services meet the conditions and requirements described in Clause 1.3(c) above;

   (j) Scheduled Downtime; and,

   (k) Emergency maintenance to address security vulnerabilities.

   1.5 “Failures to Tolerate” or “FTT” means a configuration option in VMware vSAN storage policies, controlling the number of Host failures that can occur before the VMware virtual machines’ data may be lost. A setting of FTT=N (where N can be 1, 2, or 3) means that VMware virtual machines’ data should not result in data being lost even if up to N Hosts fail concurrently in the Cluster.

   1.6 “Host” means a bare metal server running VMware ESXi.

   1.7 “Instance” means a deployment of one or more Clusters and associated virtualized computing, storage and networking components.

   1.8 "Management Components" means VMware vCenter Server and VMware NSX Manager. These components are not part of the Alibaba Cloud console.

   1.9 “Monthly Service Fee” means the total charges paid by you for the Services in one billing month. For the upfront lump sum payment paid by you for the Service, Monthly Service Fee equals to the lump sum payment divided by the number of months of the Service covered by such payment.

   1.10 “Monthly Uptime Percentage” means a percentage of Service availability calculated by reference to the following formula:

   Monthly Uptime Percentage=100%×(total operating minutes in a billing month-Downtime)/total operating minutes in a billing month

   1.11 “Scheduled Downtime” means the periods of Downtime relating to network, hardware, or service maintenance or upgrades.  We will use reasonable commercial endeavors to provide written notice to you prior to the commencement of Scheduled Downtime.

   1.12 “Slack Space” means a portion of the vSAN storage space in the Cluster, reserved for maintenance activities such as host maintenance, data evacuation, component rebuild, rebalancing operations, and virtual machine snapshots.

   1.13 “Service Credit” means the percentage of the Monthly Service Fee for the affected Service that is credited to you for a validated claim following our service credit claim process under Section 3.

   1.14 “Service Guarantee” shall have the meaning set forth in Section 2 of this SLA.

2. Service Level Agreement

We shall use commercially reasonable endeavors to provide the following Monthly Uptime Percentage for the Covered Services each billing month (the “Service Guarantee”):

If we fail to meet the Service Guarantee then, subject to the terms and conditions of this SLA, you shall be entitled to claim a Service Credit in accordance with Section 3 herein. The Service Guarantee does not apply to any events described in the Exclusions.

3. Claims And Payment Process

   3.1 If you believe that the Service Guarantee in connection with your use of the Service is not met in any billing month, then you may file a claim for Service Credit in accordance with this Clause 3.1 Your claim must include at least the following information:

   (a) A detailed description of the incident, including the logs or messages for request failure documenting the errors and claimed outage;

   (b) The date, time and duration of the Downtime;

   (c) Information relating the affected instances, including the affected instance IDs; and

   (d) Any other information that we reasonably ask you to provide to support your claim.

   3.2 Your claim for a Service Credit must be received by us within thirty (30) days after the last day of the billing month of occurrence of the event giving rise to the claim. Your failure to submit the claim within this time will be deemed to be an irrevocable waiver of your right to claim and receive such Service Credit. Once we receive your claim, we will review and evaluate your claim and may require your co-operation in conducting a joint investigation to ascertain whether the Service Guarantee has been breached and if so, the cause of the failure. We will make a good faith determination if a Service Credit is to be provided to you in our sole discretion and will inform you the result as soon as reasonably practicable. We will use commercially reasonable effort to process your claim and provide the Service Credit to you as early as possible.

   3.3 If we, after our good faith review of your claim, determine that a Service Credit must be provided to you, the Service Credit to be provided will be the following:

   (a) Service Credit for Instance

   Monthly Uptime Percentage	Service Credit Percentage
   Less than 99.9%, but equal to or greater than 95%	10%
   Less than 95%	25%

   (b) Service Credit for Management Components

   Monthly Uptime Percentage	Service Credit Percentage
   Less than 99.9%, but equal to or greater than 95%	5%
   Less than 95%	15%

   If we fail to meet the Service Guarantee for both Instance and Management Components during your use of the Service in the same billing month, the Service Credit provided to you will be the higher of (i) the Service Credit for Instance and (ii) the Service Credit for Management Components, as listed above.

   3.4 Subject to Clauses 3.1, 3.2, and 3.3, the Service Credit shall apply to set-off the fees payable by you for the Service only. The Service Credit shall not be used or applied to set-off the fees for the other Alibaba Cloud services, unless otherwise stated to you in writing by us from time to time.

   3.5 The Service Credit provided in any billing month for a particular Service or Service resource will not, under any circumstance, exceed 25% of your Monthly Service Fee for that affected Service or Service resource, as applicable, in the billing month.

   3.6 The Service Credit provided to you must be used within one (1) month from the date the Service Credit is made available for you to use.

   3.7 You agree that any decision or determination made by us relating to your claim for any Service Credit shall be final and binding on you.

4. Additional Terms

   4.1 In the event of any inconsistency between yours and our system records relating to your claim, unless the discrepancy is caused by any material error or malfunction of our system, our system record shall at all times prevail and be the final and conclusive reference for calculating the Service Credits to be provided to you.

   4.2 The Service Credits provided in this SLA are your sole and exclusive remedy for any failure in the performance of the Service and we shall not be liable to the you or any person claiming through you for any direct, indirect, consequential or incidental damages or losses or expenses whatsoever, including but not limited to, loss of profits or business and irrespective of whether the claim arises in contract, tort (including negligence), or otherwise.

   4.3 We reserve the right to change the terms of this SLA anytime by posting an amended and restated version of this SLA on the Alibaba Cloud International Website. Your continued use of the service after the publication of the amended SLA shall be deemed as your acceptance of the amended SLA.

   4.4 This SLA shall constitute part of your agreement for your purchase and use of the Service.