Common use of Ineligible Customers Clause in Contracts

Ineligible Customers. Customers do not qualify for SLA Credits if they (a) are not current on their payment of fees for the Services at the time of the report of the Claimed Outage, or (b) have not paid their fees when due for the Services three or more times in the previous 12 calendar months. Use of SLA Credits SLA Credits may be used solely for future payments due for the particular Service or other obligations for which the Service Credits are issued. SLA Credits may not be sold or transferred, and may not be used until any violations of the MSA are resolved to SoftLayer’s reasonable satisfaction. False or duplicative Claimed Outages are a violation of the MSA, will incur a one-time charge of $50 per incident and may, in SoftLayer’s discretion, result in a suspension or termination of Services. SLA Credits expire on termination or expiration of the MSA. SLA Credit Exclusion SLA Credits do not apply for periods during which the Services are not available for the following reasons: ● SoftLayer is performing system upgrades, enhancements or routine maintenance which is announced on the Customer Portal at least two days in advance or maintenance determined by SoftLayer to be an emergency upon notice provided through the Customer Portal (“Scheduled Maintenance”); ● Your use of the Services or any Customer End User’s use of Customer Offering in violation of the MSA; ● Issues relating to Customer Content; ● Problems with Your access to the Internet; ● System administration, commands, and file transfers performed by You or Your representatives; ● Events described in the Force Majeure provision; ● Suspension of Your access to the Services as provided in the MSA; ● Violation of the AUP; ● Problems caused by Your use of the Services or any Customer End User’s use of a Customer Offering; ● Problems arising from software, applications or Customer Content; ● Problems caused by hardware provided by You or a third party. Special Obligations relating to Hardware Replacement and Hardware Upgrades Hardware Replacement: SoftLayer will use reasonable efforts to replace failed hardware and hardware components at a service level of two hours (not including the time required to reload the operating system or applications) after SoftLayer verifies Your report of a hardware failure. If the installation does not meet this service level, You will be eligible for SLA Credits as provided in Table A below for future fees directly related to the hardware. Hardware Upgrades: SoftLayer will use reasonable efforts to ensure that all planned hardware upgrades will commence and be completed at a service level within two hours of hardware upgrade maintenance periods that have been scheduled and confirmed in advance through the Customer Portal (not including the time required to reload the operating system or applications). If the installation does not meet this service level, You will be eligible for SLA Credits as provided in Table B below for the future fees directly related to the hardware upgrade. Table A: Hardware Replacement Table B: Hardware Upgrade Response Period SLA Credit 2 hours or less N/A 2.1 to 6 hours Twenty Percent (“20%”)

Ineligible Customers. Customers do not qualify for SLA Credits if they (a) are not current on their payment of fees for the Services at the time of the report of the Claimed Outage, or (b) have not paid their fees when due for the Services three or more times in the previous 12 calendar months. Use of SLA Credits SLA Credits may be used solely for future payments due for the particular Service or other obligations for which the Service Credits are issued. SLA Credits may not be sold or transferred, and may not be used until any violations of the MSA are resolved to SoftLayer’s Netpros’ reasonable satisfaction. False or duplicative Claimed Outages are a violation of the MSA, will incur a one-time charge of $50 per incident and may, in SoftLayer’s Netpros’ discretion, result in a suspension or termination of Services. .SLA Credits expire on termination or expiration of the MSA. SLA Credit Exclusion SLA Credits do not apply for periods during which the Services are not available for the following reasons: ● SoftLayer Netpros is performing system upgrades, enhancements or routine maintenance which is announced on the Customer Portal through e-mail at least two (2) days in advance or maintenance determined by SoftLayer Netpros to be an emergency upon notice provided through the Customer Portal e-mail (“Scheduled Maintenance”); ● Your use of the Services or any Customer End User’s use of Customer Offering in violation of the MSA; ● Issues relating to Customer Content; ● Problems with Your access to the Internet; ● System administration, commands, and file transfers performed by You or Your representatives; ● Events described in the Force Majeure provision; ● Suspension of Your access to the Services as provided in the MSA; ● Violation of the AUP; ● Problems caused by Your use of the Services or any Customer End User’s use of a Customer Offering; ● Problems arising from software, applications or Customer Content; ● Problems caused by hardware provided by You or a third party. Special Obligations relating to Hardware Replacement and Hardware Upgrades Hardware Replacement: SoftLayer Netpros will use reasonable efforts to replace failed hardware and hardware components at a service level of two hours (not including the time required to reload the operating system or applications) after SoftLayer Netpros verifies Your report of a hardware failure. If the installation does not meet this service level, You will be eligible for SLA Credits as provided in Table A below for future fees directly related to the hardware. Hardware Upgrades: SoftLayer Netpros will use reasonable efforts to ensure that all planned hardware upgrades will commence and be completed at a service level within two hours of hardware upgrade maintenance periods that have been scheduled and confirmed in advance through the Customer Portal email (not including the time required to reload the operating system or applications). If the installation does not meet this service level, You will be eligible for SLA Credits as provided in Table B below for the future fees directly related to the hardware upgrade. Table A: Hardware Replacement Table B: Hardware Upgrade Replacement* Response Period SLA Credit 2 hours or less N/A 2.1 hours to 6 hours Twenty Percent (“20%”)

Ineligible Customers. Customers do not qualify for SLA Credits if they (a) are not current on their payment of fees for the Services who at the time of the report of the Claimed OutageOutage are not current on their payment of the fees for the Services do not qualify for SLA Credits for such Claimed Outages. In addition, or (b) Customers who have not paid their fees when due for the Services three or more times in the previous 12 twelve calendar monthsmonths do not qualify for SLA Credits. Use of SLA Credits SLA Credits may be used solely for future payments due for the particular Service or failure of other obligations (such as hardware) for which the Service Credits are issued. The SLA Credits may not be sold or transferred, and transferred to other parties. SLA Credits may not be used until any Customer violations of the MSA are resolved to SoftLayer’s 's reasonable satisfaction. False Any Customer making false or duplicative claims for Claimed Outages are a violation of the MSA, will incur a one-time charge of $50 per incident for such claims. False or duplicative claims are also a violation of the MSA and may, in SoftLayer’s 's sole discretion, result in a suspension or termination of Services. SLA Credits shall expire on the termination or expiration of the MSA. SLA Credit Exclusion SLA Service Level Credits do not apply for periods during which the Services are not available for the following reasons: ● SoftLayer is or its third party service providers performing system upgrades, enhancements or and routine maintenance activities which is are announced on the Customer Portal at least upon two days in advance notice or for maintenance determined by SoftLayer to be an emergency upon notice provided through the Customer Portal (“"Scheduled Maintenance”"); ● Your Customer use of the Services or any Customer End User’s 's use of the Customer Offering in violation of the MSA; ● Issues relating to Customer Content; ● Problems with Your Customer's access to the Internet; ● System administration, commands, and file transfers performed by You or Your Customer representatives; ● Events described in the Force Majeure provision; ● Suspension of Your Customer's access to the Services as provided in the MSA; ● Violation of the AUP; ● Problems caused by Your Customer's use of the Services or any Customer End User’s 's use of a the Customer OfferingOffering after SoftLayer advised Customer or any Customer End User to modify such use, if Customer or any Customer End User did not modify its use as advised; ● Problems arising from Customer or any Third Party's software, applications hardware, or Customer Content; ● Problems caused by hardware provided by You other technology or a third partyequipment. Special Obligations relating to Hardware Replacement and Hardware Upgrades Hardware ReplacementHardware: SoftLayer will use commercially reasonable efforts to replace failed hardware and hardware components located within our data centers at a service level of two hours (after SoftLayer verification of Customer's notification in the Customer Portal ticketing system of a hardware failure. This response period does not including the include time required to reload the operating system or applications) after SoftLayer verifies Your report of a hardware failure. If the installation does not meet this service level, You will Customer shall be eligible for SLA Credits as provided in Table A below for future fees directly related to the hardware. Hardware Upgrades: SoftLayer will use reasonable efforts to ensure that all planned hardware upgrades will commence and be completed at a service level within two hours of hardware upgrade maintenance periods that have been scheduled and confirmed in advance through the Customer Portal (not including the time required to reload the operating system or applications). If the installation does not meet this service level, You will be eligible for SLA Credits as provided in Table B below for the future fees directly related to the hardware upgrade. Table A: Hardware Replacement Table B: Hardware Upgrade Response Period SLA Credit 2 hours or less N/A 2.1 to 6 hours Twenty Percent (“20%”)if the Customer follows the Approved Procedure.

Ineligible Customers. Customers do not qualify for SLA Credits if they (a) are not current on their payment of fees for the Services who at the time of the report of the Claimed OutageOutage are not current on their payment of the fees for the Services do not qualify for SLA Credits for such Claimed Outages. In addition, or (b) Customers who have not paid their fees when due for the Services three or more times in the previous 12 twelve calendar monthsmonths do not qualify for SLA Credits. Use of SLA Credits SLA Credits may be used solely for future payments due for the particular Service or failure of other obligations (such as hardware) for which the Service Credits are issued. The SLA Credits may not be sold or transferred, and transferred to other parties. SLA Credits may not be used until any Customer violations of the MSA are resolved to SoftLayer’s reasonable satisfaction. False Any Customer making false or duplicative claims for Claimed Outages are a violation of the MSA, will incur a one-time charge of $50 per incident for such claims. False or duplicative claims are also a violation of the MSA and may, in SoftLayer’s sole discretion, result in a suspension or termination of Services. SLA Credits shall expire on the termination or expiration of the MSA. SLA Credit Exclusion SLA Service Level Credits do not apply for periods during which the Services are not available for the following reasons: ● SoftLayer is or its third party service providers performing system upgrades, enhancements or and routine maintenance activities which is are announced on the Customer Portal at least upon two days in advance notice or for maintenance determined by SoftLayer to be an emergency upon notice provided through the Customer Portal (“Scheduled Maintenance”); ● Your Customer use of the Services or any Customer End User’s use of the Customer Offering in violation of the MSA; ● Issues relating to Customer Content; ● Problems with Your Customer’s access to the Internet; ● System administration, commands, and file transfers performed by You or Your Customer representatives; ● Events described in the Force Majeure provision; ● Suspension of Your Customer’s access to the Services as provided in the MSA; ● Violation of the AUP; ● Problems caused by Your Customer’s use of the Services or any Customer End User’s use of a the Customer OfferingOffering after SoftLayer advised Customer or any Customer End User to modify such use, if Customer or any Customer End User did not modify its use as advised; ● Problems arising from Customer or any Third Party’s software, applications hardware, or Customer Content; ● Problems caused by hardware provided by You other technology or a third partyequipment. Special Obligations relating to Hardware Replacement and Hardware Upgrades Hardware Replacement: SoftLayer will use reasonable efforts to replace failed hardware and hardware components located within our data centers at a service level of two hours (after SoftLayer verification of Customer’s notification in the Customer Portal ticketing system of a hardware failure. This response period does not including the include time required to reload the operating system or applications) after SoftLayer verifies Your report of a hardware failure. If the installation does not meet this service level, You will Customer shall be eligible for SLA Credits as provided in Table A below for the future fees directly related to the hardwarehardware if the Customer follows the Approved Procedure. Hardware Upgrades: SoftLayer will use reasonable efforts to ensure that all planned hardware upgrades will commence and be completed at a service level within two hours of hardware upgrade maintenance periods that have been scheduled and confirmed in advance through the online ticketing system in the Customer Portal (Portal. This response period does not including the include time required to reload the operating system or applications). If the installation does not meet this service level, You will Customer shall be eligible for SLA Credits as provided in Table B below for the future fees directly related to the hardware upgradeupgrade if the Customer follows the Approved Procedure. Table A: Hardware Replacement Table B: Hardware Upgrade Response Period SLA Credit 2 hours or less N/A 2.1 to 6 hours Twenty Percent (“20%”)

Ineligible Customers. Customers do not qualify for SLA Credits if they (a) are not current on their payment of fees for the Services who at the time of the report of the Claimed OutageOutage are not current on their payment of the fees for the Services do not qualify for SLA Credits for such Claimed Outages. In addition, or (b) Customers who have not paid their fees when due for the Services three or more times in the previous 12 twelve calendar monthsmonths do not qualify for SLA Credits. Use of SLA Credits SLA Credits may be used solely for future payments due for the particular Service or failure of other obligations (such as hardware) for which the Service Credits are issued. The SLA Credits may not be sold or transferred, and transferred to other parties. SLA Credits may not be used until any Customer violations of the MSA are resolved to SoftLayer’s reasonable satisfaction. False Any Customer making false or duplicative claims for Claimed Outages are a violation of the MSA, will incur a one-one- time charge of $50 per incident for such claims. False or duplicative claims are also a violation of the MSA and may, in SoftLayer’s sole discretion, result in a suspension or termination of Services. SLA Credits shall expire on the termination or expiration of the MSA. SLA Credit Exclusion SLA Service Level Credits do not apply for periods during which the Services are not available for the following reasons: ● SoftLayer is or its third party service providers performing system upgrades, enhancements or and routine maintenance activities which is are announced on the Customer Portal at least upon two days in advance notice or for maintenance determined by SoftLayer to be an emergency upon notice provided through the Customer Portal (“Scheduled Maintenance”); ● Your Customer use of the Services or any Customer End User’s use of the Customer Offering in violation of the MSA; ● Issues relating to Customer Content; ● Problems with Your Customer’s access to the Internet; ● System administration, commands, and file transfers performed by You or Your Customer representatives; ● Events described in the Force Majeure provision; ● Suspension of Your Customer’s access to the Services as provided in the MSA; ● Violation of the AUP; ● Problems caused by Your Customer’s use of the Services or any Customer End User’s use of a the Customer OfferingOffering after SoftLayer advised Customer or any Customer End User to modify such use, if Customer or any Customer End User did not modify its use as advised; ● Problems arising from Customer or any Third Party’s software, applications hardware, or Customer Content; ● Problems caused by hardware provided by You other technology or a third partyequipment. Special Obligations relating to Hardware Replacement and Hardware Upgrades Hardware Replacement: SoftLayer will use reasonable efforts to replace failed hardware and hardware components located within our data centers at a service level of two hours (after SoftLayer verification of Customer’s notification in the Customer Portal ticketing system of a hardware failure. This response period does not including the include time required to reload the operating system or applications) after SoftLayer verifies Your report of a hardware failure. If the installation does not meet this service level, You will Customer shall be eligible for SLA Credits as provided in Table A below for the future fees directly related to the hardwarehardware if the Customer follows the Approved Procedure. Hardware Upgrades: SoftLayer will use reasonable efforts to ensure that all planned hardware upgrades will commence and be completed at a service level within two hours of hardware upgrade maintenance periods that have been scheduled and confirmed in advance through the online ticketing system in the Customer Portal (Portal. This response period does not including the include time required to reload the operating system or applications). If the installation does not meet this service level, You will Customer shall be eligible for SLA Credits as provided in Table B below for the future fees directly related to the hardware upgrade. Table A: Hardware Replacement Table B: Hardware Upgrade Response Period SLA Credit 2 hours or less N/A 2.1 to 6 hours Twenty Percent (“20%”)upgrade if the Customer follows the Approved Procedure.