Last Modified June 21, 2024

This Service Level Agreement (the “SLA”) applies only with respect to the MiCloud by RingCentral formerly (MiCloud Connect) and Sky by RingCentral (formerly Mitel Sky) services (collectively, the “Services”) as provided by RingCentral.

RingCentral will use commercially reasonable efforts to avoid and remedy situations in which Customer is unable to receive inbound calls by means of the Services. This SLA describes the remedies available to Customer in the event the telephony component of the Services, as reported by RingCentral (the “Phone Service”) falls below the service levels provided herein.

1.   Phone Service Availability. The Customer acknowledges that RingCentral will schedule a daily system maintenance window, as defined below. RingCentral may occasionally have to interrupt services outside of this time period, including for purposes of upgrades and maintenance to the Phone Service application and the RingCentral’s data center, in which case RingCentral shall endeavor to provide notice to Customer of the scheduled downtime via Trust.Shoretel.com. The Service Levels provided under this SLA do not include services provided with respect to the following matters: (i) any problems caused by modifications by Customer to Phone Service not made or authorized by RingCentral; or (ii) any problems resulting from the Customer combining or merging the Phone Service with any hardware or software not supplied by RingCentral, or not identified by RingCentral as compatible with the Phone Service. Notwithstanding anything contained herein to the contrary, the parties agree on the following definitions, terms and conditions:

(i)  “Permitted Downtime” means any time during a calendar month in which Customer is not able to receive inbound calls for the following reasons: (a) a scheduled daily maintenance window that occurs as set out in Table 1: Maintenance Windows in Appendix A to this SLA; (b) any maintenance outside the daily scheduled maintenance for which RingCentral shall endeavor to provide notice to Customer at least 24 hours in advanced via Trust.Shoretel.com; (c) an emergency maintenance window in which RingCentral is required to provide maintenance as a result of conditions beyond RingCentral's control, including, without limitation, a Force Majeure Event (as hereinafter defined) or otherwise, which maintenance is required to be performed on an emergency basis to maintain Total Scheduled Availability; (d) software or hardware not provided, controlled or authorized by RingCentral; (e) Force Majeure Events; (f) negligent or willful acts of Customer or its users; and (g) Customer’s failure to implement commercially reasonable changes in equipment or software recommended by RingCentral as essential to maintain service levels.

(ii)   “Downtime” means any time during a calendar month in which Customer is not able to receive inbound calls for

thirty (30) continuous minutes or longer due to the Phone Service for any reason other than a Permitted Downtime.

(iii)    “Force Majeure Events” means any event or condition that directly or indirectly prevents RingCentral from performing the Services hereunder, is beyond the reasonable control of RingCentral, and could not, by the exercise of due diligence, have been avoided in whole or in part by RingCentral, and shall include, subject to the foregoing and without limitation: any act of God, natural disaster, earthquake, war, riot, civil war, blockade, insurrection, cyber-attack (hacking and DDOS), acts of public enemies, civil disturbances or general restraint or arrest of government and people, boycott, strike (including a general strike), service interruption by a telecommunications services provider, or connectivity delays with internet providers outside of RingCentral's reasonable control.

(iv)  “Total Scheduled Availability” means 7 days a week, 24 hours a day in a calendar month, in minutes.

(v)  “Actual Uptime” means Total Scheduled Availability minus Downtime, in minutes.

(vi)   “Actual Uptime Percentage” means the Actual Uptime divided by the Total Scheduled Availability multiplied by 100 (Actual Uptime/Total Scheduled Availability X 100).

2.  Service Availability Credits. If during Customer’s Service Term, the Actual Uptime Percentage during any calendar month is lower than 99.99%, and Customer requests a credit in writing within ten (10) calendar days of the Downtime, RingCentral will give Customer a credit with respect to the Service fees paid by Customer for that month for the Services that were affected by the Downtime by a percentage equal to the applicable service credit percentage set forth below. Such credit will be applied to Customer’s next monthly invoice.

Actual Uptime Percentage Service Credit Percentage

3.  Termination for Repeated Downtime. Notwithstanding, if the Actual Uptime Percentage is less than 99.00% in any two (2) consecutive calendar months or three (3) times in any consecutive six (6) month calendar period (each a “Triggering Event”) Customer shall have thirty (30) days from the last day of the month in which the Triggering Event occurred to terminate the Services for cause by providing thirty (30) days written notice of termination to RingCentral. Upon receipt of a proper notice of termination, RingCentral shall provide, upon Customer’s request, with up to thirty (30) days of continued Services (“Transition Services”) during which time Customer shall coordinate the transition of the Services to a new provider. All fees and credits called for under the Terms of Service shall be in full force and effect during the Transition Services period. Except for Customer’s termination rights set forth above and those in the Terms of Service, any refunds or credits provided pursuant to this SLA will constitute RingCentral's sole liability and Customer’s sole and exclusive remedy for any failure to achieve an Actual Uptime Percentage of 99.99%. Actual Uptime Percentage shall be based on monitoring by RingCentral, and RingCentral will notify Customer of all missed service levels via Trust.Shoretel.com.