Eclipse Integrated Systems, Inc.

  1. Overview

This Service Level Agreement (SLA) outlines the service commitments, availability guarantees, and limitations of liability for the cloud hosting and IT services provided by Eclipse Integrated Systems, Inc. (“Provider”). By using our services, customers agree to the terms and conditions stated in this SLA. This SLA applies to all customers who use or have access to our services and is governed by the laws of the State of New Jersey.

Effective Date: October 9, 2024

  1. Service Availability Guarantee

Eclipse Integrated Systems, Inc. guarantees a minimum of 99.99% service uptime for our cloud hosting services, excluding:

  • Scheduled Maintenance: Routine maintenance and upgrades that are announced at least 72 hours in advance.
  • Emergency Maintenance: Critical updates required to secure or stabilize the infrastructure.
  • Force Majeure Events: Unforeseeable circumstances beyond our reasonable control, such as natural disasters, power grid failures, or widespread network disruptions.
  • Customer Actions or Misconfigurations: Service disruptions caused by customer-installed software, improper configurations, or non-compliance with our policies.
  • Third-Party Vendor Downtime: Issues originating from third-party services or network providers not directly managed by Eclipse Integrated Systems, Inc.
  1. Service Credits

If our service availability falls below the 99.99% guarantee in any given month, customers are entitled to a service credit based on the extent of the outage:

  • 99.0% to 99.99% uptime: 5% of the monthly service fee for the affected service.
  • 95.0% to 98.99% uptime: 10% of the monthly service fee for the affected service.
  • Less than 95% uptime: 20% of the monthly service fee for the affected service.

Service credits will not exceed the equivalent of three (3) months of the customer’s average monthly fees, based on the last 90 days of service. Service credits are the sole and exclusive remedy for any performance or availability issues, and the Provider’s total liability is expressly limited to the amount of these credits.

  1. Limitation of Liability

To the fullest extent permitted by law, Eclipse Integrated Systems, Inc. shall not be liable for any indirect, incidental, consequential, or special damages, including loss of revenue, profits, data, or business opportunities, even if advised of such possibilities. The Provider’s aggregate liability for any claim under this SLA is strictly limited to the value of the last 90 days of hosting fees paid by the customer.

The customer waives any right to pursue damages, losses, or liabilities outside of the service credits defined herein. The Provider’s liability is strictly limited to the scope and terms described in this SLA.

  1. Indemnification

Customers agree to defend, indemnify, and hold harmless Eclipse Integrated Systems, Inc., its officers, directors, employees, and agents from and against any and all third-party claims, damages, liabilities, and expenses (including legal fees) arising from:

  1. The customer’s use or misuse of our services.
  2. Any violation of applicable laws or regulations by the customer.
  3. Any claim based on customer content or data hosted on our infrastructure.

This indemnification extends to any act or omission that causes harm, loss, or disruption to the Provider’s services or reputation.

  1. Prohibited Activities and Immediate Termination

Customers agree not to use any of Eclipse Integrated Systems, Inc.’s services for illegal or illicit activities, including but not limited to the transmission or storage of illegal content, hacking activities, distribution of malware, or engagement in activities that violate local, state, or federal laws. The Provider reserves the right to immediately terminate services without notice upon any suspicion of such activities.

If any illegal activities are discovered, the customer agrees to indemnify Eclipse Integrated Systems, Inc. from all resulting liabilities, damages, or costs, including legal fees, arising from the investigation or any legal action. This clause remains effective even after service termination.

  1. Governing Law

This SLA is governed by the laws of the State of New Jersey, without regard to its conflict of laws principles. Any legal actions or disputes arising from this SLA shall be resolved exclusively in the state or federal courts located within New Jersey.

  1. Acceptance of SLA

Use of any cloud hosting, IT services, or related offerings from Eclipse Integrated Systems, Inc. constitutes the customer’s agreement to all terms and conditions outlined in this SLA. Continued use of our services indicates the customer’s acceptance of any updates or changes to this policy, which will be communicated with 30 days’ notice.

For questions or claims regarding this SLA, please contact us at 800-340-0505 or sales@eisystems.com