SLA – Hosted Services

Hosted Services Service Level Agreement  

1. Availability Goal.

AI-Media’s goal is to achieve 100% availability of the Hosted Services for its customers on a 24x7x365 basis. If uptime for the Hosted Services is less than 99.9% for a given quarter of the Term, then AI-Media shall undertake a review of relevant processes and failures to rectify performance as outlined below. The uptime percentage is calculated as 100%, less the percentage of minutes the Service was Unavailable across the relevant period. Further, each instance of downtime shall for the purposes of this calculation not exceed 30 minutes in duration.  

 

2. Error Correction Goal.

AI-Media shall continuously monitor the state of the Hosted Services and its support team shall be available for all Customer support requests on a 24x7x365 basis.  

Failures will be routed and addressed according to the Severity Levels listed below. AI-Media shall: 

i. review the Failure;  

ii. identify the cause of the Failure; and  

iii. initiate the requisite Failure Response described in the table below.  

If AI-Media has reason to believe that the Hosted Service has been the subject of Failure, AI-Media shall promptly:  

i. notify Customer via the Cloud Services Status page;  

ii. perform a root cause analysis for such Failure;  

iii. on Customer’s written request, provide Customer with a report detailing the cause of the Failure;  

iv. for Critical and High Priority Severity Level Failures only: provide Customer with a report detailing a procedure for rapidly correcting such Failure; and  

v. take all reasonable preventive measures so that Failure and its underlying causes do not recur.  

Severity Level	Description	Failure Response	Response Time
1 – Critical Priority	Service Level Failure that renders Hosted Services inoperative or causes Hosted Services to fail catastrophically.	Case will be opened upon receipt of request or identification of issue. Customer to be notified of the status of the issue within one hour and be provided updates regarding the status of the case. AI-Media shall use its best efforts (including by diligently and continuously performing such services as may be necessary) to: (a) promptly replicate and verify the reported problem; and (b) arrive at a resolution as promptly as possible.	Customer must be notified of the status of the issue within one hour and be provided updates regarding the status of the case.
2 – High Priority	Service Level Failure that causes a serious impact on the operation of Hosted Services and degrades Customer’s use of Hosted Services.	Case will be opened upon receipt of request or identification of issue. Customer to be notified of the status of the issue within four hours and provided updates regarding the status of the case. AI-Media shall use its best efforts (including by diligently and continuously performing such services as may be necessary) to: (a) promptly replicate and verify the reported problem; and (b) arrive at a resolution as promptly as possible.	Initial notification within 4 hours and provided updates regarding status of the case.
3 – Medium Priority	Service Level Failure that causes a moderate impact on the operation of Hosted Services.	Case will be opened upon receipt of request. Customer to be notified of the status of the issue within six hours. AI-Media shall diligently perform, during normal business hours, such services as may be necessary to: (a) promptly begin work on error identification and verification; and (b) arrive at a resolution as promptly as possible.	Initial notification within 6 hours and provided updates regarding status of the case.
4 – Low Priority	Service Level Failure that causes only a minor impact on the operation of Hosted Services. Case will be opened upon receipt of request.	Customer to be notified of the status of the issue within eight hours, provided notification is received the request during normal business hours between 6AM and 8PM, Monday through Friday. AI-Media shall begin work on error identification and verification or feature or functionality design within two business days of receipt of notification and provide Customer with a final resolution as promptly as possible thereafter.	Initial notification within 8 hours within normal business hours.

 

3. Service Level Failures.

AI-Media acknowledges that a material Failure may have an adverse effect on the business and operations of Customer. In the event of a persistent failure, defined as Critical or High Priority Failures either in 3 consecutive months in a 12-month period, the Customer may terminate this Agreement, in whole or in part, upon notice to AI-Media, and AI-Media will refund to the Customer any pre-paid, unused fees applicable to the remaining Order Term(s) of the terminated Order(s). 

 

4. Scheduled Maintenance.

AI-Media may perform any standard maintenance, upgrades, replacement of hardware or software or any other like activity that may result in Unavailability provided that AI-Media shall use reasonable efforts to perform Scheduled Maintenance outside of business hours for no more than once per calendar month and subject to the following: 

i. Scheduled Maintenance does not include Emergency Maintenance (terms of which are outlined in Item 5 below).  

ii. AI-MEDIA shall notify Customer at least five business days in advance of any Scheduled Maintenance, and provide the proposed date, time and expected duration.  

iii. Any such notice will be provided on Cloud Services Status page.  

iv. AI-MEDIA shall be reasonably available to discuss the matter with Customer, at Customer’s request.  

 

5. Emergency Maintenance. 

Notwithstanding anything to the contrary herein, AI-MEDIA may also perform Emergency Maintenance and shall notify Customer at least 24 hours’ notice (or at least as much notice as is reasonably possible, where 24 hours is not commercially reasonable) of any Emergency Maintenance, including its date, time and expected duration. Such notice will be provided on the Cloud Services Status page, with a follow-up by the Cloud Services Status alert subscription email list. The Parties acknowledge that Emergency Maintenance is not permitted downtime and will not constitute Unavailability nor a Failure and that this Section will in no way limit or alter AI-MEDIA’s response and resolve obligations set forth in this Service Level Agreement. 

 

6. Definitions

The capitalized terms in this Service Level Agreement shall have the following meanings: 

“Emergency Maintenance” means any maintenance reasonably necessary to fix critical Hosted Service functionality, security or other vulnerabilities or material defects that may substantially impair the usability or performance of the Hosted Services, to the extent such maintenance cannot reasonably be performed during the Scheduled Maintenance window (where the determination of what constitutes an Emergency Maintenance event shall be at AI-MEDIA’s discretion, acting reasonably); 

 

“Failure” means:  

a) any failure of the Hosted Services to materially and substantially conform to the Documentation;  

b) material instances in which the Hosted Services become Unavailable or do not perform without interruption, loss of data or erroneous output;  

c) the inability of the Hosted Services to materially perform as a result of any viruses, other routines or operating features that are not part of the proper execution of the Hosted Services; and  

d) any downtime not otherwise communicated by AI-MEDIA to the Customer, however, shall not include Scheduled Maintenance (as defined in Section 5).  

 

“Hosted Services” means:  

(i) the online AI-MEDIA Customer platform applicable to the Service, located on www.ai-live.com, www.ai-media.tv, www.eegent.com or www.eegcloud.tv (or such other location as otherwise notified to the Customer by AI-Media); and 

(ii) the iCap Network and AI-Media’s online Customer platform located on www.eegcloud.tv (or as otherwise notified to the Customer by AI-MEDIA); 

 

 “Unavailable” or “Unavailability” includes:  

i. where the Hosted Service provides no external connectivity; or  

ii. the Service cannot be created through the Hosted Service portal while following AI-MEDIA mandated procedures,  

but expressly excludes the following scenarios to the extent either of the issues described above is caused by: 

i. Customer’s firewalls or ISP issues local to Customer’s site or any issues related to customer settings that preclude the commencement of the Service;  

ii. downtime caused or contributed by factors outside of AI-MEDIA’s reasonable control, force majeure events or internet access or related problems beyond the demarcation point of the Hosted Services;  

iii. that result from the wilful or negligent acts or omissions of Customer, its staff, agents or affiliates; or  

iv. the failure of the Customer’s or other third party’s equipment, audio source(s), software or other technologies.