EXHIBIT E
SERVICE LEVEL SCHEDULE
SERVICE LEVEL STANDARDS
A. Tremor’s failure to make the Services Available at least 99.9% of the time during the Availability Period in any given month during the Term shall be deemed a service level default (“Service Level Default”) and Publisher may obtain the non-exclusive remedies set forth below. For purposes of this Schedule, “Available” means that Publisher and its registered users are able to access all features and functions of the Services including, but not limited to the Ad Serving Technology and Acudeo.
Service Level (Monthly)
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Service Level Credit (Prorated CPM Fees – Monthly)
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Above 99.9%
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0
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99.9 – 98.0%
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5%
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97.99 – 96%
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10%
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95.99 – 94%
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25%
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93.99 – 92%
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50%
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Below 92%
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100% and Termination
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In the event Publisher is eligible for a 100% Service Level Credit under this Section during any given month of the Term, Publisher may terminate this Schedule without penalty upon written notice to Tremor and, in addition to the remedies available under this Section, receive the remedies set forth in the Agreement.
Credits shall be applied against the next monthly invoice. In the event a Service Level Default occurs after a party has given notice of termination pursuant to Section 9 of the Agreement, or Publisher has made final payment to Tremor for the Services and no further invoices shall issue as a result, Tremor shall refund to Publisher the amount of the appropriate Service Level Credit due for the period of Default.
B TECHNICAL SUPPORT
[NOTE FROM TREMOR VIDEO - WE DO NOT PROVIDE SLAS WHICH ARE NOT TYPICAL FOR THESE TYPES OF SERVICES. FROM A PRACTICAL PERSPECTIVE, TREMOR VIDEO IS PAYING CRACKLE AND THEREFORE A CREDIT REMEDY IS NOT APPLICABLE. HOWEVER, WE ARE AGREEABLE TO SUPPORT PROVISIONS WHICH SHOULD MEET YOUR NEEDS. ALL REMEDIES FOR A BREACH REMAIN AVAILABLE TO YOU UNDER THE AGREEMENT NONETHELESS AS WE AGREED TO REMOVE AVAILABILITY FOR THE SERVICES FROM THE DISCLAIMER.]
A. Any problems or issues (“Problems”) related to the Services shall be subject to the following. If a Problem is not resolved by the time identified in the Target Resolution time period, the following successively senior Tremor executives shall contact Publisher to provide an explanation as to why the Problem is not resolved and what steps are being taken to resolve the Problem as soon as possible: (a) if not resolved in the Target Resolution time, the applicable Tremor executive will be the Tremor’s Account Representative; (b) if not resolved in 2 times the Target Resolution time, the applicable Tremor executive will be the person to whom the person identified in subsection (a) reports; (c) if not resolved in 3 times the Target Resolution time, the applicable Tremor executive will be the person to whom the person identified in subsection (b) reports; and (d) if not resolved in 4 times the Target Resolution time, the applicable Tremor executive will be the person to whom the person identified in subsection (c) reports, or a direct report to the Tremor’s Chief Operating Officer, whichever is higher.
Severity Level
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Target Acknow-ledge (1)
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Efforts (2)
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Updates as mutually agreed (3)
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Target Resolution or Workaround
(4)
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1: CriticalURGENT. Complete and sustained critical application, or service or function is not availableoutage or operating in a materially degraded manner.
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15 mins3 hours
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RE 24x7
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Every 1 hour
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1 hour12 hours
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2: HIGH PRIORITY. Critical application, service or function is not available or operating in a materially degraded manner but a work around exists, or a non-critical application, service or function is not available or operating in a materially degraded manner, but a work around exists.
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1 hour8 hours
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RE 24x7during BH
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Every 2 hours
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424 hours
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3: MEDIUM PRIORITY. Non-critical application, service or function is not available or operating in a materially degraded manner, but a work around does not exist.
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4 hoursdays
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RE during BH
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Every 24 hours
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24 72 hours
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4: TBD, if necessary4: LOW PRIORITY. Questions and information request which have little or no impact on business operations.
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24 hours7 days
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RE during BH
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Every week
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1 week
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(1) Defines the time by which Tremor must respond to the Publisher acknowledging receipt of the problem.
(2) Defines the efforts Tremor will use to correct the problem. “RE” means Reasonable Efforts, “BH” means business hours, which are defined as 8:00am to 7:00pm Pacific time. 9:00AM – 6:00PM Eastern Time
(3) Defines how often Tremor will update Publisher with respect to the resolution of the Problem.
(4) Defines the target time for Tremor to resolve the Problem.
AVAILABILITY PERIOD, SCHEDULED MAINTENANCE AND NOTIFICATIONS
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Availability Period (excluding Standard Maintenance Windows).
Days and Hours of Availability: [Insert]
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Standard Maintenance Windows.
[Insert periods reserved for scheduled maintenance.]
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Notification of Maintenance Downtime. Tremor will notify Publisher of any maintenance which may cause the Products and/or Services to be unavailable outside the Standard Maintenance Windows outlined above. Except in cases of emergency, notification will be provided at least one business day prior to such maintenance. In cases of emergency, Tremor will use its bestcommercially reasonable efforts to notify Publisher of a downtime as soon as practicable.
SCHEDULE 1
Publisher Sites
Online Properties
Includes Crackle on the following:
- Crackle.com
- Chrome web app
- Crackle Player embedded on third party websites [NOTE FROM TREMOR VIDEO – RESERVING COMMENT]
Mobile Properties
Includes Crackle on the following:
- Android handset app
- Android tablet app
- iPad app
- iPhone/ iPod app
- Windows phone app
Connected TV Properties
Includes Crackle on the following:
- Google TV
- BIVL (Bravia) TV
- LG App
- PS3, Playstation App, Loot, Playstation Store
- Roku app
- Samsung app
- Toshiba app
- Vizio app
- Yahoo app
- Xbox app
