EXCLUSIONS AND LIMITATIONS

This Limited Warranty applies only to hardware products manufactured by or for Haivision that can be identified by the "Haivision" trademark, trade name, or logo affixed to them. The Limited Warranty does not apply to any non-Haivision hardware products or any software, even if packaged or sold with Haivision hardware. Manufacturers, suppliers, or publishers, other than Haivision, may provide their own warranties to the end user purchaser, but Haivision, in so far as permitted by law, provides their products "as is".

Haivision does not warrant that the operation of the product will be uninterrupted or error-free. Haivision does not guarantee that any error or other non-conformance can or will be corrected or that the product will operate in all environments and with all systems and equipment. Haivision is not responsible for damage arising from failure to follow instructions relating to the product's use.

This warranty does not apply:

(a) to cosmetic damage, including but not limited to scratches, dents and broken plastic on ports;

(b) to damage caused by accident, abuse, misuse, flood, fire, earthquake or other external causes;

(c) to damage caused by operating the product outside the permitted or intended uses described by Haivision;

(d) to a product or part that has been modified to alter functionality or capability without the written permission of Haivision; or

(e) if any Haivision serial number has been removed or defaced.

TO THE EXTENT PERMITTED BY LAW, THIS WARRANTY AND REMEDIES PROVIDED ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS, WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS OR IMPLIED. AS PERMITTED BY APPLICABLE LAW, HAIVISION SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS. IF HAIVISION CANNOT LAWFULLY DISCLAIM STATUTORY OR IMPLIED WARRANTIES THEN TO THE EXTENT PERMITTED BY LAW, ALL SUCH WARRANTIES SHALL BE LIMITED IN DURATION TO THE DURATION OF THIS EXPRESS WARRANTY AND TO REPAIR OR REPLACEMENT SERVICE AS DETERMINED BY HAIVISION IN ITS SOLE DISCRETION. No Haivision reseller, agent, or employee is authorized to make any modification, extension, or addition to this warranty. If any term is held to be illegal or unenforceable, the legality or enforceability of the remaining terms shall not be affected or impaired.

EXCEPT AS PROVIDED IN THIS WARRANTY AND TO THE EXTENT PERMITTED BY LAW, HAIVISION IS NOT RESPONSIBLE FOR DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY OR CONDITION, OR UNDER ANY OTHER LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF USE; LOSS OF REVENUE; LOSS OF ACTUAL OR ANTICIPATED PROFITS (INCLUDING LOSS OF PROFITS ON CONTRACTS); LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF, DAMAGE TO OR CORRUPTION OF DATA; OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER CAUSED INCLUDING THE REPLACEMENT OF EQUIPMENT AND PROPERTY, ANY COSTS OF RECOVERING, PROGRAMMING, OR REPRODUCING ANY PROGRAM OR DATA STORED OR USED WITH HAIVISION PRODUCTS AND ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA STORED ON THE PRODUCT. THE FOREGOING LIMITATION SHALL NOT APPLY TO DEATH OR PERSONAL INJURY CLAIMS, OR ANY STATUTORY LIABILITY FOR INTENTIONAL AND GROSS NEGLIGENT ACTS AND/OR OMISSIONS.

OBTAINING WARRANTY SERVICE

Before requesting warranty service, please refer to the documentation accompanying this hardware product and the Haivision Support Portal https://support.haivision.com. If the product is still not functioning properly after making use of these resources, please contact Haivision or Authorized Reseller using the information provided in the documentation. When calling, Haivision or Authorized Reseller will help determine whether your product requires service and, if it does, will inform you how Haivision will provide it. You must assist in diagnosing issues with your product and follow Haivision's warranty processes.

Haivision may provide warranty service by providing a return material authorization ("RMA") to allow you to return the product in accordance with instructions provided by Haivision or Authorized Reseller. You are fully responsible for delivering the product to Haivision as instructed, and Haivision is responsible for returning the product if it is found to be defective. Your product or a replacement product will be returned to you configured as your product was when originally purchased, subject to applicable updates. Returned products which are found by Haivision to be not defective, out-of-warranty or otherwise ineligible for warranty service will be shipped back to you at your expense. All replaced products and parts, whether under warranty or not, become the property of Haivision. Haivision may require a completed pre-authorized form as security for the retail price of the replacement product. If you fail to return the replaced product as instructed, Haivision will invoice for the pre-authorized amount.

APPLICABLE LAW

This Limited Warranty is governed by and construed under the laws of the Province of Quebec, Canada.

This Limited Hardware Warranty may be subject to Haivision's change at any time without prior notice.

READ BEFORE USING

THE SOFTWARE PROGRAMS ARE PROTECTED BY NATIONAL AND INTERNATIONAL COPYRIGHT LAWS AND TREATIES. READ THE TERMS OF THE FOLLOWING END USER (SOFTWARE) LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE PRODUCT. BY USING THE PRODUCT, YOU CONFIRM YOUR ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, HAIVISION IS UNWILLING TO LICENSE THE LICENSED SOFTWARE TO YOU AND YOU ARE NOT AUTHORIZED TO INSTALL OR USE THE LICENSED SOFTWARES.

1. DEFINITIONS

1.1 Entitlement. The collective set of applicable documents authorized by Haivision Systems, Inc. or its affiliate Haivision (collectively "Haivision") evidencing your obligation to pay associated fees (if any) for the license, associated Services, and the authorized scope of use of Licensed Software under this Agreement.

1.2 You (or Your). The individual or legal entity specified in the Entitlement, or for evaluation purposes, the entity performing the evaluation.

1.3 License Fee. License Fee shall mean the consideration paid to Haivision for use of the Licensed Software. The License Fee is part of the price paid for the relevant Product.

1.4 Licensed Software. Licensed Software shall mean the executable version of Haivision's computer software, program or code, in object code format (specifically excluding source code), together with any related material including, but not limited to the Reference Manuals or database schemas provided for use in connection with the Licensed Software and including, without limitation, all Upgrades through the date of installation.

1.5 Reference Manuals. Reference Manuals shall mean the most current version of the documentation for use in connection with the Licensed Software provided by Haivision to You.

1.6 Updates. Updates shall mean any periodic software releases, additions, fixes, and enhancements thereto, release notes for the Licensed Software and related Reference Manuals, (other than those defined elsewhere in this section as Upgrades) which have no value apart from their operation as part of the Licensed Software and which add minor new functions to the Licensed Software, but none so significant as to warrant classification as an Upgrade, which may be provided by Haivision to fix critical or non-critical problems in the Licensed Software on a scheduled, general release basis. Updates to the Licensed Software ("Version") are denoted by number changes to the right of the decimal point for a version and revision number (for example going from 2.0.0 to 2.1.3).

1.7 Upgrades. Upgrades shall mean any modification to the Licensed Software made by Haivision, which are so significant, in Haivision's sole discretion, as to warrant their exclusion under the current license grant for the Licensed Software. Upgrades of Licensed Software are denoted by number changes to the left of the decimal point for a release number (for example going from 2.0 to 3.0).

2. RIGHTS GRANTED, RESTRICTIONS AND SUPPORT

2.1 License to Use.

(a) Subject to the terms and conditions set forth herein and subject to the terms of your Entitlement, Haivision hereby grants to You a non-exclusive, personal, limited and nontransferable right and license to use the Licensed Software in accordance with the terms of this Agreement. This license is granted to You and not, by implication or otherwise, to any parent, subsidiary or affiliate of Yours without Haivision's specific prior written consent. This license is for the limited use of the Licensed Software by You for the purpose of creating, managing, distributing and viewing IP Video assets. This license does not grant to You the right to use any Licensed Software in connection with any public broadcasting or broadcasting for home or residential purposes, or any license for content whatsoever. The license and rights granted to You in this Section (2) do not include the right to sublicense to distributors, resellers and other third parties any of the rights granted to You in this Section (2). All rights not expressly granted You in this Agreement are reserved to Haivision and no implied license results from this license.

2.2 Restrictions.

(a) Reproduction. You shall not copy, distribute, reproduce, use or allow access to any of the Licensed Software, except as explicitly permitted under this Agreement. You shall not modify, adapt, translate, export, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Licensed Software or any internal data files generated by the Licensed Software, or use the Licensed Software embedded in any third party hardware or software. You shall also not use the Licensed Software in an attempt to, or in conjunction with, any device, program or service designed to circumvent technological measures employed to control access to, or the rights in other work protected by copyright laws. You shall not remove, modify, replace or obscure Haivision's copyright and patent notices, trademarks or other proprietary rights notices affixed to or contained within any Licensed Software. No right is granted hereunder for any third party who obtains access to any Licensed Software through You to use the Licensed Software to perform services for third parties.

(b) Ownership. The Licensed Software is conditionally licensed and not sold. As between the parties, Haivision and/or its licensors owns and shall retain all right, title and interest in and to all of the Licensed Software, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein, and nothing in this Agreement shall be deemed to transfer to You any ownership or title to the Licensed Software. You agree that it will not remove, alter or otherwise obscure any proprietary rights notices appearing in the Licensed Software. All Haivision technical data and computer software is commercial in nature and developed solely at private expense.

3. TERM AND TERMINATION

3.1 Term. The license and service term are set forth in your Entitlement(s). Additionally, this Agreement may be terminated without cause by You upon thirty (30) days written notice to Haivision.

3.2 Termination for Breach. Your rights under this Agreement will terminate immediately without notice from Haivision if You materially breach it or take any action in derogation of Haivision's rights to Software. Haivision may terminate this Agreement should any Software become, or in Haivision's reasonable opinion likely to become, the subject of a claim of intellectual property infringement or trade secret misappropriation.

3.3 Termination; Effect; Survival. Upon the termination of this Agreement for any reason: (a) all license rights granted hereunder shall terminate; (b) You shall immediately pay to Haivision all amounts due and outstanding as of the date of such termination or expiration; and (c) You shall return to Haivision all Licensed Software and all Haivision Confidential Information not otherwise required under the terms of this Agreement or certify that all such Licensed Software and Confidential Information have been destroyed. Notwithstanding any termination of this Agreement, the following provisions of this Agreement shall survive for the relevant period of time set forth therein, if any: Sections 2.2, 4.1, 4.2, 6.

4. REPRESENTATIONS, DISCLAIMER AND LIMITATION OF LIABILITY

4.1 Haivision Warranty.

(a) Haivision warrants that the Licensed Software will operate substantially in accordance with the Reference Manuals provided for a term of ninety (90) days (the "Warranty Period") after its delivery date. As Your sole and exclusive remedy for any breach of this warranty, Haivision will use its commercially reasonable efforts to correct any failure of the Licensed Software to operate substantially in accordance with the Reference Manuals which is not the result of any improper or unauthorized operation of the License Software and that is timely reported by You to Haivision in writing within the Warranty Period, provided that in lieu of initiating commercially reasonable efforts to correct any such breach, Haivision may, in its absolute discretion, either (i) replace the Licensed Software with other software or technology which substantially conforms to the Reference Manuals or (ii) refund to You a portion of the fee paid for the relevant Product, whereupon this Agreement shall terminate. This warranty shall immediately terminate if You or any third party makes or attempts to make any modification of any kind whatsoever to the Licensed Software.

(b) All proprietary Hardware, if any, will be subject to the then current warranty terms of Haivision. All non-proprietary Hardware, if any, is sold "AS IS"; however, to the extent that Haivision has the legal right to do so, Haivision hereby transfers to You any and all warranties made by Haivision's vendors to Haivision with respect to such non-proprietary Hardware which was sold by Haivision or the Reseller to You, provided that You expressly acknowledge and agree that Haivision disclaims any and all liability in connection with any such non-proprietary Hardware, as set forth in Section 4.2 (b) of this Agreement.

4.2 Warranty Disclaimers.

(a) THE EXPRESS WARRANTIES SET FORTH IN SECTION 4.1 (a) ABOVE IN RESPECT OF THE LICENSED SOFTWARE ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, OR STATUTORY, REGARDING THE LICENSED SOFTWARE, OR ITS OPERATION, FUNCTIONALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS (ALL OF WHICH ARE DISCLAIMED). HAIVISION DOES NOT WARRANT THAT ANY OF THE LICENSED SOFTWARE WILL MEET ALL OF YOUR NEEDS OR REQUIREMENTS, OR THAT THE USE OF ANY OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE DETECTED OR CORRECTED.

(b) THE EXPRESS WARRANTIES SET FORTH IN HAIVISION'S WARRANTY TERMS IN RESPECT OF HAIVISION PROPRIETARY HARDWARE ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, OR STATUTORY, REGARDING ANY SUCH PROPRIETARY HARDWARE, OR ITS OPERATION, FUNCTIONALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL NON-PROPRIETARY HARDWARE SOLD BY HAIVISION OR THE RESELLER TO YOU IS SOLD "AS IS" EXCEPT FOR HAIVISION'S AGREEMENT TO TRANSFER TO YOU ANY WARRANTY GIVEN TO IT BY ANY VENDOR FROM WHOM SUCH HARDWARE WAS PURCHASED FOR RESALE TO YOU HEREUNDER IN ACCORDANCE WITH THE PROVISIONS OF SECTION 4.1 (b), AND HAIVISION DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, OR STATUTORY, REGARDING ANY SUCH NON-PROPRIETARY HARDWARE, OR ITS OPERATION, FUNCTIONALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

4.3 Liability Limitation. IN NO EVENT SHALL HAIVISION OR ITS OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS OF HAIVISION, NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE LICENSED SOFTWARE, BE LIABLE TO YOU, YOUR CUSTOMERS OR TO ANY OTHER THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES, LOST PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS OR FOR ANY DAMAGES FOR ANY BREACH OF THE TERMS OF THIS AGREEMENT OR FOR LOST OR CORRUPTED DATA ARISING FROM ANY CLAIM OR ACTION HEREUNDER, BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HAIVISION SHALL NOT BE LIABLE FOR DAMAGES FOR ANY CAUSE WHATSOEVER IN AN AMOUNT IN EXCESS OF THE FEE PAID TO HAIVISION BY YOU FOR THE RELEVANT PRODUCT.

5. INDEMNIFICATION

5.1 Indemnification by Haivision.

(a) Haivision shall indemnify and hold You harmless against any and all actions, claims, losses, damages, liabilities, awards, costs and expenses (including reasonable attorneys' fees) ("Claims") arising out of i) any accusation or purported violation of any third person's US and copyright, trademark, patent rights or trade secrets, proprietary information on account of Your use of the Licensed Software when used in accordance with the terms of this Agreement, or (ii) relating to or arising out of any negligence or willful misconduct on the part of Haivision or any breach by Haivision of the terms of this Agreement or any Maintenance and Support Agreement, or applicable law. You shall promptly notify Haivision in writing of any such Claim and promptly tender the control of the defense and settlement of any such Claim to Haivision. Haivision shall thereafter undertake the defense of any such Claim using counsel of its choice. You shall cooperate with Haivision, in defending or settling such Claim at the expense of Haivision; provided that Haivision shall not settle any Claim against You which would require the payment of money by You without the prior written consent of You, which consent shall not be unreasonably withheld. You shall have the right to consult and provide input into the defense with counsel of its choice at its own expense. Haivision shall not reimburse You for any expenses incurred by You without the prior written approval of Haivision, which approval shall not be unreasonably withheld.

(b) If any Licensed Software is, or in the opinion of Haivision may become, the subject of any Claim for infringement, then Haivision may, or if it is adjudicatively determined that any of the Licensed Software infringes in the manner described above (except to the extent that any translation, modification, addition or deletion or combination by You is the sole source of such Claim), then Haivision shall, at its option, either (i) procure for You the right to continue use of the Licensed Software for the term hereof, (ii) replace or modify the Licensed Software with other suitable and reasonably equivalent products so that the Licensed Software becomes non-infringing, or (iii) terminate this Agreement and refund to You a portion of the fee paid for the relevant Product.

(c) Haivision shall have no liability for: (i) the use of other than the then current release of the Licensed Software; (ii) the use of the Licensed Software other than as set forth in its accompanying documentation and as permitted herein; (iii) the modification of any of the Licensed Software by any party other than Haivision; or (iv) any infringement arising from the use of any Licensed Software by You after Haivision has issued a written notice to You requiring You to cease using such Licensed Software when Haivision exercises its option to terminate the License pursuant to Section 3.2 (collectively, "Exclusions"). SECTION 5.1 STATES HAIVISION'S ENTIRE OBLIGATION WITH RESPECT TO ANY CLAIM REGARDING THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

5.2 Indemnification by You. You shall indemnify and hold Haivision harmless against any and all Claims directly or indirectly arising out of, or in any manner whatsoever associated or connected with Your performance, purported performance or non-performance of its rights and obligations under this Agreement, and against any and all Claims incurred by or on behalf of any of the foregoing in the investigation or defense of any and all such Claims.

6. OTHER PROVISIONS

6.1 Export and Other Restrictions. This Agreement, and all Your rights and Your obligations under this Agreement, are subject to all applicable Canadian and U.S. Government laws and regulations relating to exports including, but not limited to, the U.S. Department of Commerce Export Administration Regulations and all administrative acts of the U.S. Government thereunder. In the event the Licensed Software or the Hardware is exported from the United States or re-exported from a foreign destination, You shall ensure that the distribution and export/re-export of the Licensed Software or the Hardware is in compliance with all laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations. You agree that neither it nor any of its Affiliates will export/re-export any Licensed Software, Hardware, technical data, process, Products, or service, directly or indirectly, to any country for which the Canadian government or United States government (or any agency thereof) requires an export license, other governmental approval, or letter of assurance, without first obtaining such license, approval or letter.

6.2 Publicity. Neither party shall make or authorize or permit any other person to make any announcement or other like statement concerning this Agreement or the subject matter, terms or conditions hereof, without the other party's prior written consent.

6.3 Transfer and Assignment. Haivision may assign, sublicense, or transfer this Agreement and/or any or all of its rights or obligations hereunder. You may not assign, transfer or delegate any of its rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of Haivision. Any unauthorized assignment, transfer or delegation by You shall be null and void. No other Person shall have or acquire any right under or by virtue of this Agreement.

6.4 Waiver and Amendment. No modification, amendment or waiver of any provision of this Agreement shall be effective. No failure or delay by either party in exercising any right, power or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy. Without limiting the foregoing, any terms and conditions of the Entitlement or similar materials submitted by either party to the other shall be of no force or effect.

6.5 Enforcement by Third Party. For any Licensed Software licensed by Haivision from other suppliers, the applicable supplier is a third party beneficiary of this Agreement with the right to enforce directly the obligations set forth in this Agreement against You.

6.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Québec, Canada and the Laws of Canada applicable therein (excluding any conflict of laws rule or principle, foreign or domestic).

6.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

6.8 Force Majeure. Neither party shall be liable to the other party for any failure or delay in performance to the extent that such delay or failure is caused by fire, flood, explosion, war, terrorism, embargo, government requirement, labor problems, export controls, failure of utilities, civil or military authority, act of God, act or omission of carriers or other similar causes beyond its control. If any such event of force majeure occurs, the party delayed or unable to perform shall give immediate notice to the other party, and the party affected by the other's delay or inability to perform may elect, at its sole discretion, to terminate this Agreement or resume performance once the condition ceases, with an option in the affected party to extend the period of this Agreement up to the length of time the condition endured. Unless written notice is given within 30 calendar days after the affected party is notified of the condition, the latter option shall be deemed selected. During an event of force majeure, the affected party shall exercise reasonable effort to mitigate the effect of the event of force majeure.

If you have questions, please contact Haivision Systems, Inc., 2600 Boulevard Alfred Nobel 5th Floor, Saint-Laurent, QC H4S 1K1 Canada

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.