Service Level Agreement (SLA)

Unless otherwise provided herein, capitalized terms will have the meaning specified in the VXG License and Terms of Service (“ Agreement”).

1. Service Commitment.

VXG will use commercially reasonable efforts to make the Video Cloud available with a Monthly Uptime Percentage (as defined below) of at least 99% during each subscription-month (the “ Service Commitment”). If the Video Cloud does not meet the Service Commitment, Customer may be eligible to receive a Service Credit as described below.

2. Definitions.

• “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which Cloud Components were in the state of Downtime.

• “Downtime” means a state during which authorized Users are unable to use the Cloud Components to gain access to their data assets.

• “Maintenance Window” means a time frame during which VXG or its service providers perform scheduled routine system maintenance on the Video Cloud.

• “Service Level Default” means an instance when VXG’s level of performance has failed to meet the Service Commitment.

• “Service Credit” means a discount that can be applied against Customer’s subscription cost for the month of Service following the month in which the Service Level Default occurred.

3. Service Commitments and Service Credits.

Service Credits are calculated as set out below for each month in which a Service Level Default occurs. Service Credits can only be applied against Customer’s Video Cloud subscription renewal cost.

Monthly Uptime Percentage ServiceService Credit:

o Less than 99% but greater than 95% – 10% discount

o Less than 95% but equal to or greater than 90% – 20% discount

o Less than 90% – 50% discount

In no event will Customer’s Service Credits for any subscription-month exceed a 50% discount.

4. Credit Request and Payment Procedures.

In order to receive a Service Credit, a credit request must be received by VXG via email to the following email address within thirty (30) days of the Service Level Default and must include:

• The words “SLA Credit Request” in the subject line;

• The dates and times of the Service Level Default; and

• Customer logs and test reporting showing the Service Level Default.

If requested by VXG, Customer will work with VXG to verify the accuracy of the logs and test reports provided to VXG so that VXG, acting reasonably, may confirm that the Service Level Default occurred. Customer’s failure to provide the credit request and/or the information required above will disqualify Customer from receiving a Service Credit.

5. Maintenance Windows.

Maintenance Windows will not exceed one (1) hour per month. VXG will use commercially reasonable efforts to provide Customer with advance notice of any Maintenance Window (email or posting notice at will constitute adequate notice).

6. Downtime Exclusions.

Downtime does not include any unavailability that results from: (i) suspension or termination of the Service pursuant to Article 11. ( Term, Termination & Suspension) of the Agreement; (ii) factors outside of VXG’s reasonable control, including without limitation, any force majeure event, Internet accessibility or performance problem beyond VXG’s ISP environment, Customer’s network, software, equipment or other technology; (iii) any Licensed Software hosted by Customer; and (iv) any Maintenance Window.

7. Revision of SLA.

VXG may change this SLA at any time and will provide you with written notice (email or posting notice at will constitute adequate notice).

Service Level Agreement. Oct 23, 2017