Legal

Mediafly Service Level Agreement

This Service Level agreement (“ SLA”) is incorporated into and governed by the terms and conditions of the Master Services Agreement (“ MSA”) associated with a fully executed Order Form (“ Order”) referencing this SLA.  Capitalized terms not otherwise defined herein shall have the meanings set forth in the MSA.

System Access & Downtime

Mediafly shall use commercially reasonable efforts to provide access to the Mediafly Solutions twenty-four (24) hours a day, seven (7) days a week.  Customer accepts that the Mediafly Solutions may, from time to time, be inaccessible or inoperable for various reasons, including (a) equipment malfunctions; (b) periodic maintenance procedures or repairs (“ Scheduled Maintenance”); or (c) causes beyond Mediafly’s control or which are not reasonably foreseeable by Mediafly, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures (collectively “ Downtime”).

1. Scheduled Maintenance,
   1. Mediafly shall use commercially reasonable efforts to provide at least two (2) weeks’ notice prior to any Scheduled Maintenance.
   2. Mediafly will exercise reasonable efforts to perform Scheduled Maintenance in the windows described below:
      
      

      Order of Preference	Maintenance Window
      1 st	Sat or Sun (US Eastern Time)
      2 nd (to be used when 1 st Maintenance Window not reasonably available)	Monday through Friday (US Eastern Time), beginning no earlier than 9pm and ending no later than 5am

   3. Mediafly shall have no obligation during Scheduled Maintenance to mirror or transfer Customer data to any other server.
   4. Mediafly shall use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the Mediafly Solutions in connection with Downtime, whether scheduled or not.
2. Standard Support.  During the Term,
   1. Mediafly shall make the Mediafly Solutions available to Customer and shall use commercially reasonable efforts to provide the following minimum levels of support to Customer’s designated Customer Administrators:
      
      1. Assistance with identifying, verifying and endeavoring to resolve problems with the Mediafly Solutions being utilized by Customer, together with technical guidance for the Mediafly Solutions; and
      2. Ongoing communication relating to updates regarding such Mediafly Solutions.
   2. Customer Administrators may submit tickets to Mediafly’s help desk via e-mail and/or online via web form during Mediafly’s “ Help Desk Support Hours” on Mediafly’s Help Desk Website.
      
      1. Standard Help Desk Support Hours are Monday through Friday from 9 AM to 5 PM (North American Central Time Zone).
      2. In the event the parties agree to alternative Help Desk Support Hours, such hours must be set forth in an Order Form.
   3. Customer can find support documentation on the help desk website
   4. Standard Support does not include direct support of end users, for which Customer is responsible.

Errors

As used herein, an “ Error” means any failure of any Mediafly Solution to perform in accordance with its published specifications as set forth in an Order Form and/or SOW, except for any failure attributable to (a) any Exclusions (as defined below) or (b) in the event the applicable Mediafly Solution is hosted by or on behalf of Mediafly, any Scheduled Maintenance

1. In the event of any Error, Customer shall use good faith efforts to classify such Error in accordance with the chart set forth below and may report such Error to Mediafly.
2. If a Customer Administrator reports an Error to the Mediafly Help Desk during the Support Hours, Mediafly shall use commercially reasonable efforts to respond to such Error within the target Error response time (each, a “ Target Error Response Time”). In the event Mediafly reasonably disagrees with the Customer’s classification it will notify the Customer Administrator and the Parties shall attempt to resolve such issue as expeditiously as possible.
   
   

   Severity Level	Definition	Target Error Response Time
   1 Critical	An event and/or problem that has a significant impact on Customer’s business or an immediate severe impact to a core Customer business process or an operation that is mission critical to Customer’s business.  The Error may render the Mediafly Solution non-functional.  Isolated instances that affect a limited set of End Users or single End Users are not classified as “Critical.” Error Duration Time:  An Error must be present for more than fifteen (15) minutes prior to being classified as Critical.	1 hour
   2 High	An event and/or problem that has a material impact on Customer’s business or to a critical operation of Customer’s business.  The Error may severely limit the operations of a Mediafly Solution. Error Duration Time:  An Error must be present for more than fifteen (15) minutes prior to being classified as High.	4 hours
   3 Medium	An event and/or problem that disrupts the operations of a Mediafly Solution.  A workaround is available and use of the Mediafly Solution can continue.	24 business hours
   4 Low	An event and/or problem that has limited impact on Customer’s business, is not critical in nature, and/or does not otherwise have any material impact on Customer’s business.	24 business hours

3. The Target Error Response Times listed are targets, not guarantees.  Customer may contact Mediafly’s Support by submitting a ticket through Mediafly’s help desk 24 hours a day, 7 days a week.

Mediafly Solutions Updates

1. Maintenance Releases. “ Maintenance Release” means an update to a Mediafly Solution that includes error corrections, feature enhancements, and platform improvements. Mediafly may provide Maintenance Releases from time to time.
2. Updates of Hosted Mediafly Solutions. Mediafly shall use commercially reasonable efforts to upload any Maintenance Release in a manner that seeks to minimize disruption of the use of the applicable Mediafly Solution by Customer. If Mediafly reasonably believes its installation of any such Maintenance Release will cause such Mediafly Solution to be unavailable to Customer or its Users for more than fifteen (15) minutes, Mediafly shall use commercially reasonable efforts to notify Customer at least twenty-four (24) hours prior to any such installation.

Back-Up and Recovery Requirements for Hosted Mediafly Solutions

Mediafly shall use commercially reasonable efforts to perform the following back-up services with respect to all Customer Materials stored in connection with Customer’s use of Mediafly Solutions hosted by Mediafly:

1. All database Customer data is backed up at least nightly to Amazon AWS S3.
2. Backups with sensitive customer information are encrypted.
3. All backups are stored on redundant storage (e.g. Amazon S3), usually in multiple regions.
4. Backups are retained for at least 35 days.
5. Restore process is tested at least annually to ensure backups can be restored with minimal data loss.

Exclusions

Mediafly’s obligations under this SLA shall not apply to any “ Exclusions,” which is the unavailability of any Mediafly Solution or any other problem or issue regarding a Mediafly Solution, relating to: (a) Scheduled Maintenance (whether by Mediafly, a vendor, or by Customer); (b) modification of the Mediafly Solution by any person other than Mediafly; (c) Customer Materials; (d) the combination of the Mediafly Solution with any other items not provided by Mediafly; (e) use of the Mediafly Solution in any manner that violates the MSA; (f) Customer’s failure to fulfill any dependencies in accordance with the terms of the MSA; (g) any other acts or omissions of Customer or any other person utilizing any of Customer’s access methods; (g) Customer internal network or internal user authentication system problems; (h) any other defects in, failure, malfunction, degradation, restoration or incorrect or unauthorized installation or operation of any equipment or other technology or services owned by Customer or otherwise not provided by Mediafly, including any defects or bugs in any technology utilized by Customer or any User to access the Mediafly Solution; (i) any event of Force Majeure; and (j) any suspension of the Mediafly Solution by Mediafly in accordance with the terms of the MSA.

Additional Services

Mediafly will only provide any maintenance and/or support not described in herein (e.g., 24×7 Helpdesk Support Hours) upon written agreement of the Parties, as memorialized in the applicable Order Form and in accordance with the Fees described in such Order Form.