Uptime Service Level Agreement

Provided that you are a paid Subscriber of 3Play Media services and comply with the Terms of Service, the following Service Level Agreement will apply.

1. Uptime Commitment

3Play Media will use commercially reasonable efforts to ensure that the web-based account system and/or interactive plugins are available 24 hours a day, 7 days a week, with a minimum monthly uptime commitment of 99.5% for the account and plugin features of the 3Play Media Service (“Service Uptime”). Service Uptime is calculated by taking the total number of minutes in a calendar month less the number of minutes of Service Downtime, as applicable, in the calendar month, divided by the total number of minutes in the calendar month.

2. Definition of Downtime

(a) Service Features: If the online account system is inaccessible through a standard web browser; or if plugins are not being distributed by 3Play Media or the 3Play Media Service is not accepting and responding to API requests, such events may qualify as “Service Downtime.” Plugin Downtime shall be referred to herein collectively as “Downtime” or as “Downtime Event(s).”

3. Exclusions

Scheduled maintenance on the 3Play Media Service (“Scheduled Maintenance”) resulting in a Downtime Event shall not be included in the calculation of Downtime. 3Play Media may conduct up to 8 hours of Scheduled Maintenance per calendar month (the “Maintenance Limit”). All Scheduled Maintenance shall either be conducted (i) between the hours of 10:00 PM (ET) and 6:00 AM (ET) or (ii) at any time after supplying Company with 3 days advance notice (the “Maintenance Windows”). Any Scheduled Maintenance conducted in excess of the Maintenance Limit or outside of the Maintenance Windows shall be included in the calculation of Downtime.

4. Remedy for Excess Downtime

If 3Play Media fails to satisfy the Service Uptime commitment during a calendar month, and provided Company is not in breach of the Agreement, 3Play Media will issue a credit in an amount equal to the following:

“SLA Credit” = Total cumulative minutes of Service Downtime less than the Uptime Commitment (for the month) multiplied by the effective per minute rate of the Subscription Fee (meaning, the Subscription Fee divided by the total number of minutes in the then-current Initial Term or Renewal Term).

The provision by 3Play Media of the SLA Credit is Company’s sole and exclusive remedy for Downtime and any failure to meet the terms of this Service Level Agreement. To request an SLA Credit, Company must contact 3Play Media at support@3playmedia.com within 30 days after the end of the month in which the SLA Credit was earned. Recorded testing by 3Play Media of the 3Play Media Service from an external network (i.e., not the 3Play Media Service) shall be determinative as to the existence and duration of a Downtime Event as well as the remedy thereof. Multiple Downtime Events occurring simultaneously shall be considered a single Downtime Event.