Netwrix MSSA Addendum For Cloud Service Levels

This addendum for cloud service levels (the “Addendum”) to the Netwrix Master Software and Service Agreement available at https://netwrix.com/en/legal/eula/ (the "Agreement") is made by and between Netwrix Corporation,a Delaware corporation ("Netwrix"), and the entity on whose behalf the applicable Cloud Service is used("Customer”) (each a “Party” and together the “Parties”). This Addendum, together with the Agreement, sets forth all terms and conditions applicable to use of a Cloud Service by Customer. This Addendum and Schedule 1 attached hereto have no force and effect if Customer does not have an active Subscription Term for a Cloud Service. All capitalized terms used herein shall have the definitions attributed to them in the Agreement or in this Addendum.

The Parties hereby agree to amend Section 1.4 of the MSSA to be replaced in its entirety as follows:

1.4 Uptime for Cloud Services.

1.4.1 Cloud Service Level Agreement. With respect to any Product that is a Cloud Service, Netwrix will use commercially reasonable efforts consistent with prevailing industry standards to provide the Cloud Service in a manner that minimizes errors and interruptions in accessing the Cloud Service. Subject to the foregoing and any downtimes caused by the cloud computing service or for maintenance, Netwrix shall make the Cloud Service available to Customer on a 24/7 basis in accordance with the applicable Availability Commitment stated in Schedule 1. Netwrix will use commercially reasonable efforts to provide up to date information on uptimes and scheduled maintenance for the Cloud Services at https://status.netwrix.com.

1.4.2 Availability Claims. Customer must report in writing any breach of the Availability Commitments to Netwrix during the Subscription Term within five (5) business days of the occurrence of such breach (an “Availability Claim”) and Customer’s exclusive remedy, and Netwrix’s sole obligation, for any such breach of Availability Commitments shall be for Netwrix to (i) review log files, database records, audit logs, and any other information available to validate or invalidate the Availability Claim, (ii) in good faith determine the validity of the Availability Claim and applicable Service Credits, and (iii) if Netwrix determines an Availability Claim invalid, provide Customer the information used to invalidate the Availability Claim at Customer’s request. The Availability Commitments will not apply, and Customer will not be eligible for any Service Credits associated with an Availability Claim, to the extent arising from (a) Customer’s use of the Cloud Service other than in accordance with the Documentation or in violation of this Agreement, (b) issues associated with the Customer’s computing devices, local area networks, or internet service provider connections, (c) a Force Majeure Event, or (d) Netwrix’s suspension of access in accordance with the Agreement.

1.4.3 Service Credits. If Netwrix determines an Availability Claim valid in accordance with Section 1.4.2, then Netwrix will credit Customer a percentage of one month’s fees under the applicable Order for the affected Cloud Service (a “Service Credit”), which will be applied to Customer’s next annual invoice or Order, as applicable, for the affected Cloud Service. For the avoidance of doubt, if the applicable Order was through a Partner, Netwrix will pay the Service Credit to the Partner and the Partner is solely responsible for any related payments to the Customer according to the separate agreement between Customer and Partner. Any Service Credit will be calculated in accordance with the following chart, provided that, Customer shall not be entitled to receive a Service Credit in any given Subscription Term that exceeds 50% of one month’s fees under the applicable Order for the affected Cloud Service:

1.4.4 Disclaimer. This Addendum states Customer’s exclusive remedies, and Netwrix’s exclusive liability, for any interruption of the Cloud Service. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE PROVISION OF THE CLOUD SERVICE BY NETWRIX MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. NETWRIX SHALL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

The Parties agree that this Addendum shall continue until the Agreement is terminated by either Party.

Schedule 1

Cloud Service Levels

This Schedule 1 applies only with respect to Customer’s use of a Product that is a Cloud Service and only as applicable pursuant to an Order.

Availability Commitments Per Product

Availability Calculation

Availability for the Cloud Services is calculated for each calendar month of the applicable Subscription Term by dividing X by Y and multiplying the result by 100, with X and Y determined as follows:

• X = {(total minutes during which the user interface of the Cloud Services in a Production Environment are available in the month) − (total minutes of scheduled maintenance in the month)}
• Y = {(total minutes in the month) − (total minutes of scheduled maintenance in the month)}

For purposes of calculating Availability, only the unavailability of the Cloud Services exceeding 30 seconds will apply.