AllDigital, Inc. (“AllDigital”) provides a 99.9% Service Availability to the “Customer” (as identified in the Agreement) subject to the terms and conditions set forth in this AllDigital Cloud Service Level Addendum (“SLA”). This SLA is subject to and part of the AllDigital Terms and Conditions of Service (the “Agreement”) entered into by AllDigital and the Customer. All capitalized terms not defined in this SLA shall have the meanings ascribed to them in the Agreement.

1. Definitions. In this SLA, the following terms shall have the meanings set forth below:

a. “Base Fee” means the monthly committed or fixed rate portion of each Service.

b. “Excluded Downtime” means the amount of downtime for a particular month, in the aggregate, that is the difference between 100% Service Availability and 99.9% Service Availability, excluding the Service Credit Exceptions set forth in Paragraph six.

c. “One Day’s Service Credit” means the Base Fee multiplied by the fraction of one divided by 30. All credits shall be calculated on the basis of a 30-day month.

d. “Scheduled Maintenance Outage” means scheduled maintenance outages disclosed to Customer no less than 48 hours in advance of each such outage.

e. “Service” means each origin, connected device, and/or other managed service, offered on the AllDigital Cloud platform and network infrastructure, that is ordered by a Customer on a Service Order Form pursuant to the Agreement.

f. “Service Availability” means for each Service, uptime will be measured by subtracting from the total minutes in a given month, the total minutes of each Service Interruption in such month, divided by the total minutes in such month (subtracting the minutes excluded pursuant to the Service Credit Exceptions), multiplied by 100, excluding any applicable Service Credit Exceptions set forth in Paragraph six.

g. “Service Incident” shall generally mean any inability to access, outage, service degradation, malfunction, or other problem directly related to a Service. Service incidents shall be classified into one of three levels of severity as follows:

i. “Critical Severity” means any complete inability to access or use a Service that is directly related to: (1) the computing, storage, or production systems of the AllDigital Cloud platform and network infrastructure, and/or (2) a Customer Software Release.

ii. “Medium Severity” means any partial degradation of a Service, or the limited functionality of a Service, that is directly related to: (1) the computing, storage, or production systems of the AllDigital Cloud platform and network infrastructure, and/or (2) a Customer Software Release.

iii. “Low Severity” means any routine or non-critical problem with a Service, the presence of which does not impair the underlying functioning of the Service.

h. “Service Interruption” means any period of time in excess of a minimum of 15 consecutive minutes where there is a lapse, outage or unavailability of a Service, excluding the Service Credit Exceptions set forth in Paragraph six. Each service credit calculation shall include the base 15 minutes triggering the Service Interruption.

i. “Software Releases” means any partial or complete update, addition, upgrade, correction, patch, enhancement, or other modification to the Customer software code intended by the Parties to be pushed into the live production environment of the AllDigital Cloud platform and network infrastructure.

2. 99.9% Service Availability. AllDigital provides 99.9% Service Availability to Customer for each Service.

3. Escalation Contacts and Procedures. AllDigital shall provide Customer with a primary and alternative phone and email escalation contact information list for AllDigital authorized representatives in the event that any Service Incident and/or Service Interruption is not responded to within the Response Times below.

4. Service Incident Response Times. Following notification in writing by Customer of a Service Incident, and AllDigital’s classification of the severity levels, AllDigital will respond to and provide ongoing updates to Customer in accordance with time frames set forth below.

Service Incident Type Initial Response Time Outgoing Updates Pending Resolution
Critical Within 30 minutes during a business day; within 60 minutes on a weekend or holiday Every 2 hours
Medium Within 2 hours during the business day, and within 3 hours on a weekend or holiday Every 12 hours
Low Within 3 business days Every 7 business days

5. Service Credits. In any calendar month, subject to the terms of this SLA, AllDigital will issue Customer One Day’s Service Credit for each hour of Service Interruption, after taking into account the Excluded Downtime. After the first hour of Service Interruption within a calendar month, fractional hours in excess of 15 minutes shall count as a whole hour. Service credits will be calculated based on the Customer’s Base Fee corresponding to each Service affected by the Service Interruption.

6. Service Credit Exceptions. Service credits shall not be issued for any Service Interruption caused by or associated with: (a) the failure of hardware owned, leased or provided to AllDigital by Customer; (b) the failure or malfunction of applications, code, or any Software Release owned, licensed or provided to AllDigital by Customer or its Agents; (c) the combination or interaction of (a) and (b); (d) DNS issues outside the direct control of AllDigital; (e) the act or omissions of Customer, its Agents, or Users in connection with the Services, or any Software Release, including without limitation, any negligence, willful misconduct, or the use of AllDigital’s Cloud platform and network infrastructure, or Services, in breach of the Agreement or AllDigital’s AUP or other policies of which are part of the Agreement or which reference this SLA as being applicable; (f) service degradation associated with general conditions outside of AllDigital’s Cloud platform and network infrastructure, or Services; (g) the failure of access circuits to AllDigital’s Cloud platform and network infrastructure, or Services, unless such failure is caused solely by AllDigital; (h) Scheduled Maintenance Outages, emergency maintenance outages, and emergency upgrades; (i) false SLA breaches reported as a result of outages or errors of any AllDigital measurement system; (j) force majeure circumstances beyond AllDigital’s reasonable control, or (k) if Customer breaches its payment obligations to AllDigital for the Services.

7. Service Credit Request Procedures. All service credit requests must be made in writing and either emailed to accounting@alldigital.com, or faxed to 949-250-0730, attention Accounting Department. To be eligible for service credit, any request in connection with a Service Interruption must be received by AllDigital within seven (7) days of the Service Interruption and must be confirmed by the performance management systems of its Cloud Services platform and network infrastructure. All service credit requests must specify a) the Customer’s name, as well as an employee contact name, phone number and email address; b) the date(s) and beginning and end time(s) of the Service Interruption(s); and c) a brief description of the Service Interruption. All approved service credits will be applied to Customer’s account within 60 days of confirmation.

8. General Provisions. In no case shall a Customer account be credited with more than 25% of the monthly charges for a Service, or credited more than once per month. Credits shall be subject to individual Service granularity at AllDigital’s reasonable discretion; for example, a Service Interruption that affected one Service shall not result in credit for another Service, provided that the latter Service remained unaffected.

9. Sole Remedy. Notwithstanding any other provision of this SLA, the Agreement, or any other agreement between Customer and AllDigital, this SLA sets forth Customer’s sole and exclusive remedy for any Service Interruption, failure, intermittency or other Service related incident, issue, or downtime of any type regarding a Service or Services provided to Customer by AllDigital.

 

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Service Level 

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AllDigital, Inc. (“AllDigital”) provides a 99.9% Service Availability to the “Customer” (as identified in the Agreement) subject to the terms and conditions set forth in this AllDigital Cloud Service Level Addendum (“SLA”). This SLA is subject to and part of the AllDigital Terms and Conditions of Service (the “Agreement”) entered into by AllDigital and the Customer. All capitalized terms not defined in this SLA shall have the meanings ascribed to them in the Agreement.

1. Definitions. In this SLA, the following terms shall have the meanings set forth below:

a. “Base Fee” means the monthly committed or fixed rate portion of each Service.

b. “Excluded Downtime” means the amount of downtime for a particular month, in the aggregate, that is the difference between 100% Service Availability and 99.9% Service Availability, excluding the Service Credit Exceptions set forth in Paragraph six.

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c. “One Day’s Service Credit” means the Base Fee multiplied by the fraction of one divided by 30. All credits shall be calculated on the basis of a 30-day month.

d. “Scheduled Maintenance Outage” means scheduled maintenance outages disclosed to Customer no less than 48 hours in advance of each such outage.

e. “Service” means each origin, connected device, and/or other managed service, offered on the AllDigital Cloud platform and network infrastructure, that is ordered by a Customer on a Service Order Form pursuant to the Agreement.

f. “Service Availability” means for each Service, uptime will be measured by subtracting from the total minutes in a given month, the total minutes of each Service Interruption in such month, divided by the total minutes in such month (subtracting the minutes excluded pursuant to the Service Credit Exceptions), multiplied by 100, excluding any applicable Service Credit Exceptions set forth in Paragraph six.

g. “Service Incident” shall generally mean any inability to access, outage, service degradation, malfunction, or other problem directly related to a Service. Service incidents shall be classified into one of three levels of severity as follows:

i. “Critical Severity” means any complete inability to access or use a Service that is directly related to: (1) the computing, storage, or production systems of the AllDigital Cloud platform and network infrastructure, and/or (2) a Customer Software Release.

ii. “Medium Severity” means any partial degradation of a Service, or the limited functionality of a Service, that is directly related to: (1) the computing, storage, or production systems of the AllDigital Cloud platform and network infrastructure, and/or (2) a Customer Software Release.

iii. “Low Severity” means any routine or non-critical problem with a Service, the presence of which does not impair the underlying functioning of the Service.

h. “Service Interruption” means any period of time in excess of a minimum of 15 consecutive minutes where there is a lapse, outage or unavailability of a Service, excluding the Service Credit Exceptions set forth in Paragraph six. Each service credit calculation shall include the base 15 minutes triggering the Service Interruption.

i. “Software Releases” means any partial or complete update, addition, upgrade, correction, patch, enhancement, or other modification to the Customer software code intended by the Parties to be pushed into the live production environment of the AllDigital Cloud platform and network infrastructure.

2. 99.9% Service Availability. AllDigital provides 99.9% Service Availability to Customer for each Service.

3. Escalation Contacts and Procedures. AllDigital shall provide Customer with a primary and alternative phone and email escalation contact information list for AllDigital authorized representatives in the event that any Service Incident and/or Service Interruption is not responded to within the Response Times below.

4. Service Incident Response Times. Following notification in writing by Customer of a Service Incident, and AllDigital’s classification of the severity levels, AllDigital will respond to and provide ongoing updates to Customer in accordance with time frames set forth below.

Service Incident Type Initial Response Time Outgoing Updates Pending Resolution
Critical Within 30 minutes during a business day; within 60 minutes on a weekend or holiday Every 2 hours
Medium Within 2 hours during the business day, and within 3 hours on a weekend or holiday Every 12 hours
Low Within 3 business days Every 7 business days

5. Service Credits. In any calendar month, subject to the terms of this SLA, AllDigital will issue Customer One Day’s Service Credit for each hour of Service Interruption, after taking into account the Excluded Downtime. After the first hour of Service Interruption within a calendar month, fractional hours in excess of 15 minutes shall count as a whole hour. Service credits will be calculated based on the Customer’s Base Fee corresponding to each Service affected by the Service Interruption.

6. Service Credit Exceptions. Service credits shall not be issued for any Service Interruption caused by or associated with: (a) the failure of hardware owned, leased or provided to AllDigital by Customer; (b) the failure or malfunction of applications, code, or any Software Release owned, licensed or provided to AllDigital by Customer or its Agents; (c) the combination or interaction of (a) and (b); (d) DNS issues outside the direct control of AllDigital; (e) the act or omissions of Customer, its Agents, or Users in connection with the Services, or any Software Release, including without limitation, any negligence, willful misconduct, or the use of AllDigital’s Cloud platform and network infrastructure, or Services, in breach of the Agreement or AllDigital’s AUP or other policies of which are part of the Agreement or which reference this SLA as being applicable; (f) service degradation associated with general conditions outside of AllDigital’s Cloud platform and network infrastructure, or Services; (g) the failure of access circuits to AllDigital’s Cloud platform and network infrastructure, or Services, unless such failure is caused solely by AllDigital; (h) Scheduled Maintenance Outages, emergency maintenance outages, and emergency upgrades; (i) false SLA breaches reported as a result of outages or errors of any AllDigital measurement system; (j) force majeure circumstances beyond AllDigital’s reasonable control, or (k) if Customer breaches its payment obligations to AllDigital for the Services.

7. Service Credit Request Procedures. All service credit requests must be made in writing and either emailed to accounting@alldigital.com, or faxed to 949-250-0730, attention Accounting Department. To be eligible for service credit, any request in connection with a Service Interruption must be received by AllDigital within seven (7) days of the Service Interruption and must be confirmed by the performance management systems of its Cloud Services platform and network infrastructure. All service credit requests must specify a) the Customer’s name, as well as an employee contact name, phone number and email address; b) the date(s) and beginning and end time(s) of the Service Interruption(s); and c) a brief description of the Service Interruption. All approved service credits will be applied to Customer’s account within 60 days of confirmation.

8. General Provisions. In no case shall a Customer account be credited with more than 25% of the monthly charges for a Service, or credited more than once per month. Credits shall be subject to individual Service granularity at AllDigital’s reasonable discretion; for example, a Service Interruption that affected one Service shall not result in credit for another Service, provided that the latter Service remained unaffected.

9. Sole Remedy. Notwithstanding any other provision of this SLA, the Agreement, or any other agreement between Customer and AllDigital, this SLA sets forth Customer’s sole and exclusive remedy for any Service Interruption, failure, intermittency or other Service related incident, issue, or downtime of any type regarding a Service or Services provided to Customer by AllDigital.

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