SLA - Service Level Agreement

1. Introduction

This Service Level and Support supplement forms a part of and is incorporated into the Service Agreement (the “Agreement”) between You and Haivision Network Video Inc. (“Haivision”).  Capitalized terms used but not otherwise defined in this supplement shall have the meaning ascribed to them in the Agreement. Haivision may, upon prior written notice to You, amend this supplement to incorporate improvements to the service levels and support commitments at no additional cost to You. This supplement applies only to those products and services set forth below.

2. Definitions

• "Audience Member" means an individual or entity that accesses Your Published Media Objects through a public URL.
• "Access Service" means the service provided by Haivision VCMS that verifies an Audience Member’s credentials.
• "Digital Media File" means a computer file containing text, audio, video, or other content.
• "Outage" is a 12-minute period of consecutive failed attempts by all six agents to PING the domain on the Haivision Streaming Media network.
• "Published Media Object" means a Digital Media File with a public URL.
• "Transaction" means the creation of a right for an Audience Member to access a Media Object and the completion of an order logged in the order history service.

3. Service Levels for the Video Content Management System

The service levels in this Section 3 apply only to the hosted version of Haivision VCMS and the Haivision VCMS development kit (collectively, the “Standard Hosted Components” of Haivision Video Cloud Services). Subject to the exceptions noted in Section 4 below, the aforementioned components of Haivision Video Cloud Services will be available for use over the course of each calendar month as follows:

4. Exceptions to Availability for the VCMS

The Standard Hosted Components may not be available for use under the following circumstances, and in such case such periods of unavailability shall not be counted against Haivision Video Cloud for purposes of calculating availability:

• Normal Maintenance, Urgent Maintenance and Upgrades as defined in the table below;

• Breach of the Agreement by You as defined in the Agreement;

• The failure, malfunction, or modification of equipment, applications, or systems not controlled by Haivision Video Cloud;

• Any third party, public network, or systems unavailability;

• Acts of Force Majeure as defined in the Agreement;

• Modification of software made available to You as part of Haivision Video Cloud Services by You or a third party acting on Your behalf; and

• Any third party product or service not incorporated into Haivision Video Cloud Services or any third party plug-in.

Haivision Video Cloud shall make commercially reasonable efforts to notify, or work with, applicable third parties to repair or restore Haivision VCMS functionality affected by such exceptions.

5. Credits for Downtime for the VCMS

Haivision Video Cloud will grant a credit allowance to You if You experience Downtime in any calendar month and you notify Haivision Video Cloud thereof within ten (10) business days after the end of such calendar month. In the case of any discrepancy between the Downtime as experienced by You and the Downtime as measured by Haivision Video Cloud, the Downtime as measured by Haivision Video Cloud shall be used to calculate any credit allowance set forth in this section. Such credit allowance shall be equal to the pro-rated charges of one-half day of Fees for each hour of Downtime or fraction thereof. The term “Downtime” shall mean the number of minutes that Standard Hosted Components are unavailable to You during a given calendar month below the availability levels thresholds in Section 3, but shall not include any unavailability resulting from any of the exceptions noted in Section 4. Within thirty (30) days after the end of any calendar month in which Downtime occurred below the availability levels thresholds in Section 3, Haivision Video Cloud shall provide You with a written report detailing all instances of Downtime during the previous month. Any credit allowances accrued by You may be offset against any and all Fees owed to Haivision Video Cloud pursuant to the Agreement, provided that a maximum of one month of credit may be accrued per month.

6. Support Services for the VCMS

Support for Haivision Video Cloud Services as well as the Application Software (defined as the VCMS application software components that Haivision licenses for use in conjunction with the Video Cloud Services) can be reached at hvc-techsupport@haivision.com and shall be available for all Your support requests.  Haivision Video Cloud will provide 24x7 monitoring of the Standard Hosted Components.

Cases will be opened upon receipt of request or identification of issue, and incidents will be routed and addressed according to the following:

7. Service Levels for Haivision Streaming Media Service

Haivision agrees to provide a level of service demonstrating 99.9% Uptime. The Haivision Streaming Media Service will have no network Outages.

The following methodology will be employed to measure Streaming Media Service availability:

Agents and Polling Frequency

1. From six (6) geographically and network-diverse locations in major metropolitan areas, Haivision’s Streaming Media will simultaneously poll the domain identified on the Haivision Streaming Media network.

2. The polling mechanism will perform a PING operation, sending a packet of data and waiting for a reply. Success of the PING operation is defined as a reply being received.

3. Polling will occur at approximately 6-minute intervals.

4. Based on the PING operation described in (b) above, the response will be assessed for the purpose of measuring Outages.

If an Outage is identified by this method, the customer will receive (as its sole remedy) a credit equivalent to the fees for the day in which the failure occurred.

Haivision reserves the right to limit Your use of the Haivision Streaming Media network in excess of Your committed usage in the event that Force Majeure events, defined in the Agreement, such as war, natural disaster or terrorist attack, result in extraordinary levels of traffic on the Haivision Streaming Media network.

8. Credits for Outages of Haivision Streaming Media Service

If the Haivision Streaming Media network fails to meet the above service level, You will receive (as your sole remedy) a credit equal to Your or such domain’s committed monthly service fee for the day in which the failure occurs, not to exceed 30 days of fees.

9. No Secondary End User Support

UNDER NO CIRCUMSTANCES MAY YOU PROVIDE CONTACT INFORMATION FOR HAIVISION SERVICES TO CUSTOMERS OR AUDIENCE MEMBERS OR OTHER THIRD PARTIES WITHOUT HAIVISION’S EXPRESS PRIOR WRITTEN CONSENT.