Managed Service Supplemental Terms and Conditions

These Managed Service Supplemental Terms and Conditions (“Managed Service Supplemental Terms”) supplement the terms of the Licensing Agreement (the “Agreement”) and are incorporated therein. These Managed Service Supplemental Terms shall apply in the event You have purchased the Managed Service. Together, the Agreement and these Managed Service Supplemental Terms govern Your (the “End User”) use of the Managed Services. Capitalized terms not otherwise defined in these Managed Service Supplemental Terms shall have the meaning ascribed to them in the Agreement.

1. SERVICE DEFINITIONS

The following definitions shall apply to the capitalized terms used herein.

1.1     “Administrative Access” means full read and write access on all pages of the Web UI and the ability to run all command line interface (CLI) commands.

1.2     “DDoS Incident” means an event in which malicious traffic (e.g. DDoS) is directed at End User. The determination as to whether traffic is DDoS Incident traffic shall be made solely by Arbor.

1.3     “End User’s Network” is the public and private IP address space of all sites being managed and/or protected by the Arbor.

1.4     “Incident” means a DDoS Incident or a Service Incident.

1.5     “Managed Service” is a comprehensive security solution offered by Arbor to protect End User’s Network against DDoS Incidents, including but not limited to DDoS attacks, which solution includes management by Arbor of the End User’s on-premises Arbor security appliances, including monitoring the appliances’ system level health, monitoring for DDoS Incidents and management of DDoS Incident response and, where applicable, any supplemental services set forth on the order Form. The Managed Service also includes limited initial system configuration and tuning.

1.6     “Professional Services” means tuning and configuration of the End User's on-premises Arbor security appliances, including but not limited to initial system configuration beyond the limited scope of the managed service, tuning and configuration audits, equipment upgrades, ongoing tuning and configuration changes, custom reporting, and testing beyond what is included in the managed service.

1.7     “Provisioning Process” means Arbor’s then-current process for provisioning of the Managed Service.

1.8     “Service Incident” means an event in which Arbor manages an End User’s on-premises security appliances but which does not constitute a DDoS Incident (e.g. configuration changes, protection level changes and software upgrades/patches). The determination of whether an event constitutes a Service Incident shall be made solely by Arbor.

2. PROVISION OF THE MANAGED SERVICE

Arbor will provide the Managed Service in the manner set forth in these Managed Service Supplemental Terms and the Service Level Agreement attached to these Managed Service Supplemental Terms as Exhibit A.

3. END USER OBLIGATIONS

3.1     End User acknowledges that utilization of the Managed Service is for internal purposes only unless otherwise mutually agreed upon with Arbor and indicated on the applicable order Form.

3.2     End User shall provide all information requested by and pursuant to the Provisioning Process prior to activation of the Managed Service and shall inform Arbor of any changes to such information for the duration of the Managed Service.

3.3     End User shall provide for initial setup of the Appliance (i.e. “rack and stack”), which shall include completing all tasks outlined in the appropriate Quick Start Guide, establishing remote access capabilities for SSH and HTTPS and providing Service resources access to the Appliance(s).

3.4     End User shall provide Arbor with: (i) all information that Arbor reasonably requires in order to provide the Managed Service; (ii) such access to End User’s network as is reasonably necessary in order to perform the Managed Services, which shall include, without limitation, providing internet connectivity so that Arbor may connect with the Appliances on End-User’s premises; and (iii) information regarding End User’s network configuration and any changes thereto.

3.5     End User shall provide Arbor with Administrative Access to the ethernet management port of the Appliances on such End User’s premises via TCP Port 443 (HTTPS) and TCP Port 22 (SSH). Arbor will supply End User with the IP ranges that will be required to allow access to End User’s Network. End User shall either (i) provide Arbor with console access to the console port of the Appliances on End User’s premises or (ii) if End User does not provide Arbor with console access, End User shall maintain an End User contact person who can locally bring the Appliances back on the network.

3.6     End User shall purchase and maintain Support from Arbor at all times. If End User does not maintain Support from Arbor, then the Managed Service provided to such End User shall only include security monitoring, Incident management and configuration changes. Notwithstanding the foregoing, such End User will not receive any Support or RMA support and such End User will not be entitled to any Credits on account of any Service Misses in accordance with the Service Level Agreement attached as Exhibit A to these Managed Service Supplemental Terms if Support is not purchased or is terminated. If End User does not purchase Support, Arbor reserves the right to terminate Managed Service as per this Addendum.

3.7     End User acknowledges that operation and performance of the Managed Service involves Arbor having access to End User’s Network and End User expressly consents to the same. End User hereby grants Arbor, for the Term, a non-exclusive, non-transferable, and royalty-free license to access End User’s Network and the internet traffic flowing thereto and any applications contained therein.

3.8     End User shall have a technical contact available during the entirety of an Incident that speaks English to enable End User to interact with Arbor’s support team and such other contacts as are reasonably necessary to provide the Managed Service.

3.9     End User is responsible for returning to Arbor any defective Appliances in accordance with Arbor’s Return Material Authorization (“RMA”) procedure, which shall include both management of the return and physical installation of the replacement Appliance by End User.

3.10     End User shall (i) work with Arbor to document internal emergency/incident response procedures for DDoS Incidents, including responsibility matrix and communication plan, (ii) provide feedback on application and network performance during DDoS Incidents and (iii) be responsible for assisting Arbor to define the network and policy requirements to ensure proper configuration.

3.11     End User shall take all such action as is reasonably necessary to enable Arbor to perform the Managed Services.

3.12     Acceptable Use Policy (“AUP”). End User shall not use, or allow use of, the Managed Service in an unlawful manner or for an unlawful purpose (any such use, an “Abuse”).

3.13     Arbor may suspend the Managed Service provided to End User if, in Arbor’s reasonable determination, an Abuse has occurred or is occurring. End User’s failure to correct any Abuse within thirty (30) days after receipt of notice will entitle Arbor to terminate the Managed Service.

3.14     Only End User is authorized to provide Content to Arbor for provision of the Managed Service and End User is responsible for such Content (whether such Content actually belongs to End User or to End User’s customers). End User will be deemed to have taken any action that End User permits, assists or facilitates any person or entity to take related to the Agreement and these Managed Service Supplemental Terms, the Content or the Managed Service.

4. TERM AND TERMINATION

The Managed Service shall commence on Arbor’s receipt of a purchase order from End User (or, where applicable, from an authorized Arbor reseller on End User’s behalf) and shall continue in effect for the term set forth on the Form (“Initial Term”). Upon expiration of the Initial Term, the Managed Service will be renewed automatically for successive twelve (12) month periods (“Renewal Term(s)”) unless either party gives written notice of its intent not to renew the Managed Service at least thirty (30) days prior to the end of the Initial Term or the then-current Renewal Term (the Initial Term and any Renewal Terms, collectively, the “Term”). End User shall give any notice of non-renewal by sending an e-mail to [email protected]

5. PAYMENTS AND FEES.

5.1     End User shall pay Arbor the services fees set forth in the Form (“Service Package Fee”). The Service Package Fee shall be invoiced on an annual recurring basis unless otherwise specified on the Form commencing upon Arbor’s receipt of a purchase order from End User (or, where applicable, from an authorized Arbor reseller on End User’s behalf). As a part of the Service Package Fee, Arbor will provide (i) setup and initial configuration of the Appliances located on End User’s premises and (ii) up to twelve (12) hours of Professional Services for ongoing configuration and tuning of the Arbor managed Appliances.

Emergency Change Fees and Professional Service Fees shall be charged when and if incurred.

5.2     The “Emergency Change Fee” shall be charged for End User initiated additions, deletions and updates related to the End User’s configuration where the expediency of the change request is not within the timeframes outlined in the SLA and is to be performed within the next reasonable End User defined emergency maintenance window.

5.3     End User will be charged Professional Service Fees for additional configuration and tuning requested by End User. Professional Service Fees shall be invoiced in one-hour increments, with each hour rounded up to the next full hour, at the rates set forth in the applicable Form.

5.4     Pricing for any Renewal Term is subject to change, provided Arbor notifies End User of any such price change at least forty-five (45) days before the commencement of the Renewal Term.

6. REPRESENTATIONS AND WARRANTIES

6.1     Arbor will perform the Managed Services in accordance with the service levels set forth in that certain service level agreement attached to these Managed Service Supplemental Terms as Exhibit A (“SLA”). End User’s sole and exclusive remedy, and Arbor’s sole and exclusive obligation, for a breach of the foregoing will be the remedy(ies) set forth in the SLA. A breach of this representation or the SLA shall not constitute a breach of Your Agreement.

6.2     Arbor represents and warrants that (i) Arbor will provide the Managed Service in a good and workmanlike and diligent and timely manner and (ii) Arbor will use an adequate number of qualified individuals with suitable training and experience and skill in its performance of the Managed Service.

6.3     End User represents and warrants that End User: (a) has all right, title and interest or is the licensee with right to use and/or access all of the applications and/or content provided to Arbor to perform the Managed Service and all of the content accessed by Arbor at End User’s direction to perform the Managed Service (together, “Content”); (b) shall not use the Managed Service for any unlawful purpose; and (c) shall comply with these terms as may be updated by Arbor in writing from time to time. End User further represents that neither the U.S. Bureau of Industry and Security nor any other governmental agency has issued sanctions against End User or otherwise suspended, revoked or denied End User’s export privileges.

7. INDEMNITY

End User will defend at its own expense any action brought against Arbor, its directors, officers, or employees by a third party to the extent that the action is based on a claim, suit, or proceeding arising from or relating to: (i) the breach of any representation, warranty, covenant or agreement of End User set forth herein; or (ii) End User-provided Content, including without limitation, any claim involving alleged infringement or misappropriation of any patent, copyright, trademark, trade secret or other third-party intellectual property rights by such Content. This Section 7 shall survive termination of the Agreement.

8. EXPORT REGULATION

In addition to the export controls provisions contained in the Agreement, End User will not use the Managed Service to export or re-export any technical data or software to the list of terrorist supporting countries or to any person or entity on the U.S. Department of Commerce Denied Persons List or on the U.S. Department of Treasury's lists of Specially Designated Nationals, Specially Designated Narcotics Traffickers or Specially Designated Terrorists (together, “Denied Parties”). Access to the Managed Service either: (a) from the list of terrorist supporting countries, or (b) by Denied Parties is strictly prohibited. End User is solely responsible for compliance related to the manner in which End User chooses to use the Managed Service, including End User’s transfer and processing of Content and the region in which any of the foregoing occur. End User is solely responsible for ensuring that all users of End User’s account are not Denied Parties.

9. CHANGES TO THE MANAGED SERVICE SUPPLEMENTAL TERMS.

Arbor may make changes to the Managed Service Supplemental Terms (including the SLA attached to these Managed Service Supplemental Terms as Exhibit A) at any time by posting a revised version at http://www.arbornetworks.com/managedservice_suppterms and any successor site designated by Arbor (“Managed Service Site”). It is your responsibility to check the Managed Service Site regularly for modifications to the Managed Service Supplemental Terms. Except with respect to changes in the AUP (changes to which shall apply only to orders placed for the applicable Managed Service after the aforementioned changes take effect), changes to the Managed Service Supplemental Terms shall take effect immediately upon posting to the Managed Service Site.

EXHIBIT A TO APPENDIX A SERVICE LEVEL AGREEMENT FOR MANAGED SERVICE

 

This Service Level Agreement (“SLA”) for the Managed Service is subject to the terms of the Agreement and Managed Service Supplemental Terms to which this SLA is attached (the “Managed Service Supplemental Terms”). In the event of a conflict between the terms of the Agreement or the Managed Service Supplemental Terms and the terms of this SLA, this SLA shall control.

1. Definitions

1.1     “Alert” means an event that occurs on End User’s monitored system outside of defined thresholds.

1.2     “Appliance” means an on-premises Arbor hardware, software, or virtual security appliance.

1.3     “ATAC” means Arbor Technical Assistance Center, Arbor’s 24x7x365 technical support center.

1.4     “Credit” means a credit issued for a Service Miss and shall be the value of one (1) day of Service Package Fees determined by dividing the Service Package Fees for the month in which the Service Miss occurs by the number of days in the calendar month in which the Service Miss occurs.

1.5     “Emergency Updates” means End User-requested, critical changes to the Managed Service that address an immediate business impact and/or materially affect network integrity.

1.6     “Event Classification Time” means, with respect to an Alert, the time at which such Alert is classified as a DDoS Incident or a Service Incident in accordance with Section 2.2.E of this SLA.

1.7     “Implementation Services” means implementation services provided by Arbor or an authorized third party in connection with an End User’s order for the Managed Service, consisting of on-site engineering support for product provisioning, configuration, validation and knowledge transfer for system administrators and/or users.

1.8     “Mitigation” means the use of intelligent countermeasures in the Appliance to drop undesirable traffic while allowing desirable traffic to pass.

1.9     “Priority 1 Event” means (i) any DDoS Incident or (ii) any Service Incident that constitutes an emergency event in which the entire solution is experiencing a complete loss of connectivity with all Appliances (i.e. a “hard down”).

1.10     “Priority 2 Event” means an event in which a single Appliance is down and causing significant business impact to the End User’s service, or in which multiple Appliances are experiencing degraded performance.

1.11     “Priority 3 Event” means an event in which a single Appliance is experiencing degraded service, a minor bug or intermittent problems (i.e. intermittent connectivity with a single Appliance or non-business affecting issue with the Web-based interface for the Managed Service).

1.12     “Priority 4 Event” means a request for support, consultation or information (i.e. maintenance activity tracking, informational request or End User configuration change request), which, in any event, has limited or no impact on the End User’s business operations.

1.13     “Scheduled Maintenance” means pre-defined periods of time where the Managed Services may be unavailable or have degraded capacity due to the occurrence of planned system changes.

1.14     “Service Miss” means an event where Arbor has failed to meet any of the SLAs in Section 2.2 below and no exception in Section 4.2 applies.

1.15     “Standard Setup” means that the Appliance has been setup and configured per the service level that is appropriate to the End User based on the services purchased by such End User, as set forth below:

        1.15.1     With respect to a new End User purchasing the Managed Service without Implementation Services, during Standard Setup, Arbor shall have taken the following actions: (i) providing for up to three (3) protection groups or managed objects, (ii) making remote calls to tune, and tuning (baselining) for up to ten (10) business days, (iii) defining an Alert policy and configuration and (iv) providing advice on best practices.

        1.15.2     With respect to a new End User purchasing the Managed Service with Implementation Services, during Standard Setup, Arbor shall have taken the following actions: (i) providing for multiple protection groups or managed objects, (ii) having made remote calls to tune, and tuning (baselining) for up to ten (10) business days, (iii) creation of process documents, (iv) defining an Alert policy and configuration, (v) integrating consultancy and troubleshooting and (vi) defining audit, document and implementation processes.

        1.15.3     With respect to an existing End User adding the Managed Service to a previously configured and purchased Product, during Standard Setup, End User shall assist in configuration knowledge transfer from End User to Arbor, creation of process documents, defining an Alert policy and configuration, troubleshooting, and related activities necessary for the provision of the Managed Services.

1.16     “Standard Updates” shall mean End User-requested, non-service impacting changes to the Managed Service, which are performed during End User’s maintenance windows defined by the End User.

1.17     “System Level Issues” shall mean issues that both (i) are categorized as either a Priority 1 Event or a Priority 2 Event and (ii) impact Arbor’s performance of the Managed Service generally and affect substantially all of Arbor’s customers and are not specific to End User, which issues may include, without limitation, system-wide faults, software patches, upgrades and other similar events.

1.18     “System Ready State” means that the applicable Appliance under Arbor’s management pursuant to the Managed Service has been installed, powered and accessible, and all tasks outlined in the appropriate Quick Start Guide have been completed and the applicable Appliance is considered “Ready to be Configured” per the Management Service Specifications.

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Managed Service Supplemental Terms.

2. Service Levels

2.1     During the Term, Arbor will provide the Managed Services without a Service Miss.

2.2     A “Service Miss” shall, subject to Section 4.2 below, be deemed to occur in the event that the following Service Levels are not met within the specified timeframes (provided that, for the avoidance of doubt, a “Service Miss” shall not commence until immediately following the expiration of the applicable timeframe specified below):

        A.     Service Availability: 99.5% Availability. The Managed Service shall not be unavailable for more than three hours and thirty-six minutes in any calendar month.

        B.     Standard Setup: 15 Days. Standard Setup of base configuration shall be performed within fifteen (15) days of System Ready State.

        C.     Maintanence Window Activity: 48 Hours. Standard maintanence activity shall be scheduled for maintenance during a maintenance window defined by End User within forty eight (48) hours of Arbor’s receipt through ATAC of the End User’s change request.

        D.     Emergency Maintanence Activity: 4 Hours. Customer initiated emergency maintanence activity shall be scheduled for maintenance during a maintenance window defined by End User within four (4) hours of Arbor’s receipt through ATAC of the End User’s change request.

        E.     Event Classification Response: 15 Minutes. Arbor will acknowledge the applicable Alert and classify the Alert from the Appliance as either a DDoS Incident or a Service Incident. Those Alerts classified as Service Incidents will be prioritized as a Priority 1 Event, Priority 2 Event, Priority 3 Event or Priority 4 Event.

        F.     Notification of Mitigation Incident Response: 15 Minutes. Arbor will notify End User of the status of its response to an attack within 15 minutes of the Event Classification Time for an Alert that is classified as a DDoS Incident.

        H.     Notification of System Level Issues. Arbor will notify End User of the existence of a System Level Issue within 15 minutes of the Event Classification Time relating to such System Level Issue.

        I.     Time to Resolve – Priority 1 Events. Arbor will resolve or provide a temporary fix or workaround that corrects the issue that can be used by the End User with minimal inconvenience and minimal impact on End User’s business operations for each Priority 1 Event within 4 hours of the applicable Event Classification Time.

        J.     Time to Resolve – Priority 2 Events. Arbor will resolve or provide a temporary fix or workaround that corrects the issue that can be used by the End User with minimal inconvenience and minimal impact on End User’s business operations each Priority 2 Event within 8 hours of the applicable Event Classification Time.

2.3     The following are service level objectives (each, an “SLO”), which Arbor will seek to achieve, but will be under no obligation to achieve, and no Credits or other damages, reimbursement or compensation of any kind whatsoever shall be issued or payable in the event Arbor fails to achieve an SLO:

        A.     Time to Resolve – Priority 3 Events. Arbor will seek to resolve or provide a temporary fix or workaround that corrects the issue that can be used by the End User with minimal inconvenience and minimal impact on End User’s business operations for each Priority 3 Event within 48 hours of the applicable Event Classification Time.

        B.     Time to Resolve – Priority 4 Events. Arbor will seek to resolve or provide a temporary fix or workaround that corrects the issue that can be used by the End User with minimal inconvenience and minimal impact on End User’s business operations for each Priority 4 Event within 72 hours of the applicable Event Classification Time.

3. Scheduled Maintenance

Arbor may perform scheduled maintenance on its systems at any time but will be limited to a maximum of six (6) hours of scheduled maintenance during any calendar week (“Scheduled Maintenance”). Scheduled Maintenance may result in the End User’s inability to access (a) client-side web-based and mobile user interfaces, and (b) applications programming interfaces (APIs), or other End User accessible software. Arbor will maintain a standard maintenance window on Sunday beginning at 0400 AM Greenwich Mean Time (GMT), but may initiate an additional maintenance window during a weekday at a time period that is communicated to the End User at least forty-eight (48) hours in advance. Additionally, Arbor may take an emergency maintenance outage of no more than four (4) hours once per month with four (4) hours advanced notice. Notice of Scheduled Maintenance will be provided to End User’s designated point of contact by email or by a notification in the Managed Service web based user interface.

4. Remedies for Service Misses; Conditions

4.1     Calculation of Credits. Arbor shall, in good faith, determine whether a Service Miss occurred based on Arbor’s records and data. In the event of a Service Miss, the following Credits will apply:

        A.     For a Service Miss occurring with respect to the SLA provided in Section 2.2.A: one (1) Credit shall apply for each one (1) hour period (or portion thereof) during which the Service Miss persists after the Service Miss has commenced, up to a maximum of ten (10) Credits.

        B.     For any Service Miss occurring with respect to the SLAs provided in Section 2.2.B or Section 2.2.C: one (1) Credit shall apply for each twenty-four (24) hour period (or portion thereof) during which the Service Miss persists after the Service Miss has commenced, up to a maximum of ten (10) Credits.

        C.     For any Service Miss occurring with respect to the SLAs provided in Section 2.2.D: one (1) Credit shall apply for each one (1) hour period (or portion thereof) during which the Service Miss persists after the Service Miss has commenced, up to a maximum of ten (10) Credits.

        D.     For any Service Miss occurring with respect to the SLAs provided in Section 2.2.E: If, after the Service Miss has commenced, the Service Miss is less than or equal to fifteen (15) minutes, one (1) Credit shall apply; if the Service Miss is greater than fifteen (15) minutes, but less than or equal to forty-five (45) minutes, two (2) Credits shall apply; if the Service Miss is greater than forty-five (45) minutes, but less than or equal to three hours and forty five minutes (3:45), five (5) Credits shall apply; and if the Service Miss is greater than three hours and forty five minutes (3:45), ten (10) Credits shall apply.

        E.     For any Service Miss occurring with respect to the SLAs provided in Section 2.2.F or Section 2.2.G: If, after the Service Miss has commenced, the Service Miss is less than or equal to fifteen (15) minutes, one (1) Credit shall apply; if the Service Miss is greater than fifteen (15) minutes, but less than or equal to forty-five (45) minutes, two (2) Credits shall apply; if the Service Miss is greater than forty-five (45) minutes, but less than or equal to three hours and forty five minutes (3:45), five (5) Credits shall apply; and if the Service Miss is greater than three hours and forty five minutes (3:45), ten (10) Credits shall apply.

        F.     For any Service Miss occurring with respect to the SLAs provided in Section 2.2.H: one (1) Credit shall apply for each four (4) hour period (or portion thereof) during which the Service Miss persists after the Service Miss has commenced, up to a maximum of ten (10) Credits.

        G.     For any Service Miss occurring with respect to the SLAs provided in Section 2.2.I: one (1) Credit shall apply for each eight (8) hour period (or portion thereof) during which the Service Miss persists after the Service Miss has commenced, up to a maximum of ten (10) Credits.

4.2     Conditions. A Service Miss shall not be deemed to have occurred when such Service Miss is due to any of the following: (a) an End User’s failure to follow all procedures for ATAC access that have been provided to such End User by Arbor; (b) End User’s failure to reasonably implement Arbor’s recommendations regarding software updates, design changes, or operational systems or methods and procedures that impact the operation of the Appliances; (c) End User’s failure to allow console access to an Appliance or an alternative available End User point of contact who can locally access the managed Appliance; (d) End User’s disruption of access to the managed Appliance such that it can no longer be accessed remotely; (e) defects or failures identified in Arbor product release notes; (f) network changes by End User that would adversely affect Arbor’s deployment of the Managed Service; (g) internet access is disrupted through no fault of Arbor’s; (h) instructions, authorizations, approvals or other information provided by End User to Arbor; (i) inaccurate and/or insufficient information or configuration information provided by End User; (j) negligent or unlawful acts or failure to take any required act by End User or its agents or suppliers; (k) lack of End User participation in DDoS Incident mitigation efforts, including Arbor’s inability to reach End User by phone or End User’s lack of English-speaking representatives available to coordinate and communicate with Arbor during a DDoS Incident; (l) an End User provisioning request is not accepted by Arbor; (m) acts of God or events of Force Majeure (as defined in Section 8 of the Agreement); (n) scheduled or emergency maintenance; (o) suspension or termination of the Managed Services by Arbor in accordance with the terms of the Agreement ; (p) End User’s failure to perform its obligations as set forth in this Agreement; (q) acts or omissions of End User or any third party engaged by End User; or (r) problems arising from or related to software, equipment or network components for which Arbor is not operationally responsible.

4.3     Claiming Credits. In the event End User believes a Service Miss has occurred, End User will provide to Arbor all relevant details and documentation supporting End User’s claims of a Service Miss. Any claims for a Credit must be made by End User within seven (7) days after the alleged Service Miss and will be made to Arbor’s Customer Support organization in writing. Claims made more than seven (7) days after the event will not be eligible for any of the remedies described herein. Arbor will investigate the claim and will respond back to End User within ten (10) business days of receipt of the notification of a claim from End User, either (i) accepting End User’s Service Miss claim, or (ii) with all relevant details and documentation supporting a dispute of End User’s Service Miss claim, in which case the parties shall resolve any such dispute promptly in good faith. End User may not accumulate more than fifteen (15) Credits in any calendar month. Credits obtained by End User shall have no cash value but will apply against Service Package Fees in future invoices; provided, however, that if the Credits accrue in the last month of the Term and End User does not renew the Managed Services, Arbor shall provide such Credits to End User in the form of a check within thirty days of the end of the Term. Arbor will reflect Credits on invoices issued one calendar month after the occurrence of the Service Miss. Credits shall only apply to Managed Services provided pursuant to the Service Package Fee set forth in the Form and will not apply to any Arbor Professional Services or any other form of custom development services provided by Arbor. End User’s sole and exclusive remedy, and Arbor’s sole and exclusive liability, in the event Arbor fails to meet any of the service levels set forth in Section 2.2 of this SLA, shall be to receive a Credit in accordance with the terms of this Section 4.