Site Service Level Agreements

SproutLoud commits to providing the following Site Service Levels (SSLs) provided that http://www.sproutloud.com/legal/SiteServiceLevelAgreements is incorporated and referenced in the Master Services Agreement (“Agreement”) as previously agreed upon by SproutLoud Media Networks, LLC (“SproutLoud”) and Client (“Client”). SproutLoud’s SSLs shall be governed by the Agreement. This Site Service Level Agreement (SSLA) represent’s SproutLoud’s sole obligation and Client’s sole remedy for failure to meet SSLs. This SSLA does not apply to the availability of Third Party Services (TPS) including TPS Application Programming Interface (API) connections which are subject to their own service levels, but does address TPS errors and how SproutLoud shall handle such errors on behalf of Client.

Definitions. The following are definitions of capitalized words used in this Agreement:
i. “Business Hours” each business day, other than Holidays, between the hours of 9:00 a.m. and 6:00 p.m., prevailing Eastern Time, for the purposes of receiving and logging requests for support
made by Client and responding to questions, inquiries and complaints regarding the Services. “Holidays” means the following dates: Martin Luther King Day, President’s Day, Memorial Day,Independence Day, Labor Day, Thanksgiving Day, Black Friday (i.e., the Friday immediately following Thanksgiving Day), Christmas Eve, Christmas Day, New Year’s Eve and New Year’s Day, as well as any other day labeled by SproutLoud to Employees as a “Floating Holiday” in accordance with its standard
operating practices. SproutLoud shall notify Client of scheduled Holidays at least sixty (60) days prior to the scheduled date.
ii. “Scheduled Maintenance Period” includes standard maintenance periods which SproutLoud may invoke from 12:01 am to 7:00 a.m. ET on a Saturday and/or Sunday. The Engine may not be available during this period. SproutLoud shall notify Client of any changes to the Scheduled Maintenance Period at least seven (7) days prior to the implementation of the change. In order to meet stated SSLs, SproutLoud will use commercially reasonable efforts to keep any maintenance of the Engine to a Scheduled Maintenance Period.
Service Availability.
i. Engine Availability. Subject to the terms herein, The Engine will have a 99.5% Availability each calendar month (the “Uptime Commitment”).
ii. Engine Availability Calculations.. The Availability of the Engine instance for a given month will be calculated according to the following formula (referred to herein as the “Availability”): Where: Total minutes in the month= TMM; Total minutes in month Unavailable = TMU; and: Availability = ((TMM-TMU) x 100)/TMM. For purposes of this calculation, The Engine will be deemed to be Unavailable to the extent The Engine will not accept connections or communications. The Engine will not be deemed Unavailable for any downtime or outages excluded from such calculation by reason of the exceptions set forth below. SproutLoud’s records and data will be the sole basis for all Service Level calculations and determinations for Availability.
iii. Exceptions. Scheduled Maintenance Periods shall not be included in the calculations for Availability.
iv. Limitations. SproutLoud cannot assume responsibility and shall not be liable for any impacts on Availability due to:

a. any requests for non-standard environment or Client machine access
b. any downtime caused by Client produced code
c. TPS systems

Remedies
i. In the event that SproutLoud fails to meet the Engine Availability commitment described in Section 2A, Client will have the rights set forth below. The terms listed provide Client’s sole and exclusive remedy for SproutLoud’s failure to meet the Uptime Commitment.
ii. If the Availability of The Engine for a given month is less than the applicable Uptime Commitment, the Client shall receive a credit equal to the table below:

Equal to or less than 99.49%, but greater than or equal to 98%	5% of Monthly Software Fee
Equal to or less than 98%, but greater than 95%	10% of Monthly Software Fee
Equal to or less than 95%, but greater than 90%	15% of Monthly Software Fee
Equal to or less than 90%	20% of Monthly Software Fee

iii. All SSLA claims should be communicated via the email to Client support within thirty days (30) days of the incident. The notice must include all relevant information, including client name, IP address, full description of the incident, date and time of event, specific module impacted and any logs (if applicable). All SSLA credits will be issued as credits against future invoices for services.
iv. No Service Credits will be given for service interruptions: caused by the action or failure to act by Client, which are the result of scheduled maintenance, due to a force majeure event, for which Client is entitled to a SSLA Credit for the same or contemporaneous Service Commitment failure or resulting from Client’s breach of the Terms of Service, Acceptable Use Policy or any other policies and procedures of this Agreement.
v. Total cumulative SSLA Credits during any given month shall not exceed the Client monthly fee for those Services affected.

SSL Support
i. SproutLoud has internal notification tools for service issues. Additionally, Client shall first report any service problems to their dedicated Client Relationship Manager (CRM). If the Client’s CRM is unavailable, or such service issue occurs outside of Business Hours, Client may report problems to [email protected]. A description of the issue, including the Error Class, should be reported in the e-mail.
ii. All incident reports are handled by SproutLoud’s client support system. We prioritize tickets by severity and handle issues according to the SSL Severity Level table below. Note that the Ticket Response Goals specify the time to begin an investigation of the problem, not the length of time within which such problem will be resolved:

Severity Levels	Explanation	Ticket Response Goals
Level 1 – Emergency	The Engine is down, business operations severely impacted with no workaround, or a critical security issue.	Within 30 minutes during our Business Hours or 2 non-business hours. SproutLoud shall take steps to supply a correction as soon as possible. This will include assigning qualified, dedicated staff to work on the Error twenty-four (24) hours per day, seven (7) days per week as necessary.
Level 2 – High	Production Engine is operational but significant disruption of business operations; no stable workaround.	Within 2-hours during our Business Hours or 8 non-business hours. SproutLoud shall take steps to supply a correction as soon as possible within normal business hours..
Level 3 – Normal	Issues causing moderate to low business disruption with a Production Engine or any issue for which there is a stable workaround available	Within 8-hours during our Business Hours. SproutLoud shall work with Client to document the error through mutually established standards. SproutLoud shall resolve such errors using normal software support procedures and where commercially reasonable, each error shall be resolved by a release date as mutually agreed upon by both parties, but will be worked on no later than ninety (90) days of first being reported.
Level 4 – Low	The Engine is operations; a minor defect causing visual issues with little to no functionality impact.	Acknowledgement of defect within 5-business days. SproutLoud shall be dedicated to solving through normal software support procedures and according to a release date as determined by SproutLoud.