THEOlive Service Level Agreement

Last Updated: July 1, 2022

This THEOlive Service Level Agreement (“SLA”) is the uptime commitment that we make to certain paying users of THEOlive during their contract duration. This SLA only applies if specifically referenced on your Order Form.

Uptime Service Level

During the Term of the Agreement, Supplier provides for a minimum Software availability of 99.5% on a 24x7x365 basis (“Uptime Service Level”). The uptime of the Softwareis defined as reported by Supplier’s platform and the used servers measured on a monthly basis (“Uptime Period”).

In the event that the Supplier does not meet this Uptime Service Level („Downtime“), and if Company meets its obligations under this clause, Company may ask the Supplier to pay credits (“Service Level Credits”). Service Credits are calculated as a percentage of the following charges paid by the Company for the monthly billing cycle in which the Service Commitment was not met, as set forth in the table below:

The Uptime Period is calculated as follows: 100% times (x) (i) the total number of minutes in a calendar month minus (ii) the total number of whole minutes in the month that the service had Downtime, net of Excused Downtime; divided by (iii) the total number of minutes in a month.

Service Level Credits shall only apply if and to the extent the Downtime is caused by and attributable to the action, failure or non-performance of Supplier. Service Level Credits shall not apply to Excused Downtime: (a) during scheduled maintenance; (b) for features or services outside the scope of delivery or control of Supplier and change requests; (c) affected by any Force Majeure event; (d) predominantly caused by and attributable to Company; (e) caused by third party infrastructure or software not owned or controlled by Supplier; (f) that had already been otherwise settled between the Parties under this Agreement.

Any Service Level Credit must be claimed in writing to contact@theoplayer.com within ten (10) days after the end of each Uptime Period, and contain the wording “THEOlive Uptime SLA Credit Request”. Company must provide the Supplier with log files showing the duration of the Downtime, the date and time it occurred. If a dispute arises with respect to these Uptime Service Levels, Supplier will make a determination in good faith based on its system logs, monitoring reports, configuration records, and other available information.

Applicable Service Level Credits shall apply to the future use of the Software or to additional purchases by Company within 90 days after the claim has been successfully established. The Company shall separately invoice the Supplier for undisputed Service Level Credits, alternatively, the Supplier may issue credit notes in writing.

In case Company chooses to invoke a Downtime and requests the Supplier in writing to pay Service Level Credits in accordance with this provision, such Service Level Credits are considered as liquidated damages and shall be accepted by Company in lieu of any and all other remedies available to Company including all costs and damages resulting from such Downtime and Company is released from its obligation to prove such damages.