Last Updated: August 2, 2016

Copyright Notice: Due to a policy of continuous product development and refinement, SundaySky LDT reserves the right to alter the specifications and descriptions outlined in this publication without giving prior notice of any kind. In addition, no part of this publication, taken as a whole or separately, shall be deemed to be part of any contract for equipment or services.

SundaySky LDT retains the sole proprietary rights to all information contained in this document. No part of this publication may be reproduced, stored in a retrieval system, transmitted in any form or by any means, including but not limited to: electronic, mechanical, magnetic, photocopy, recording, or otherwise, in use now or in the future, without prior written consent from SundaySky LDT.

  1. SundaySky SLA

This SundaySky SaaS Service Level Agreement (“SLA”) is a policy governing the use of the SundaySky video generation and delivery SaaS platform (“SundaySky SaaS”) under the terms of the Professional Services Agreement (the “Agreement”) between SundaySky and the “Customer”.

  1. Service Commitment

SundaySky will use commercially reasonable efforts to make the SundaySky SaaS available with an Annual Uptime Percentage (as defined below) of at least 99.5% during the Service Year, excluding Scheduled Maintenance. The SundaySky SaaS will be available and serve video requests up to the maximum peak capacity as defined in the Agreement. Any requests, over and above the peak capacity as defined in the Agreement, will be defined as excess capacity, will be denied of service, and will not be counted toward service downtime.

In the event that SundaySky does not meet the Annual Uptime Percentage commitment, the Customer will be eligible to receive a SundaySky SaaS Credit as described below.

  1. Definitions

3.1 “Service Year”: the preceding 365 days from the SLA claim date.

3.2 “Annual Uptime Percentage”: A percentage calculated by subtracting from 100% the percentage of 5 minute periods during the Service Year in which the SundaySky SaaS was in the state of “Service Unavailable” to the Customer’s users.

In cases where the Customer has been using the SundaySky SaaS for less than 365 days, the Service Year is still the preceding 365 days prior to the SLA claim, but all the days prior to the Customer’s start of use of the SundaySky SaaS will be deemed to have had a 100% uptime.

Any downtime occurring prior to a successful SundaySky SaaS Credit claim cannot be used for future claims. Annual Uptime Percentage calculation excludes any downtime resulting directly or indirectly from any SundaySky SLA Exclusion as defined below, or from any Scheduled Maintenance period.

3.3 “Scheduled Maintenance”: A period of time where the SundaySky SaaS is proactively taken down by SundaySky in order to perform maintenance on the different SundaySky SaaS components.

Ordinary Scheduled Maintenance will be performed on a weekly basis between Sunday at 2am Eastern time and Sunday at 6am Eastern time. Additional Scheduled Maintenance periods may be scheduled by SundaySky provided that such Scheduled Maintenance period is communicated in email to the Customer at least two days prior to the Scheduled Maintenance period.

3.4 “Service Unavailable”: A state where SundaySky videos are not generated and are not delivered from the SundaySky SaaS to all of the Customer’s users during a five minute period and Customer’s users are unable to watch such videos due to a malfunction of the SundaySky SaaS.

3.5 “SundaySky SaaS Credit”: Dollar credit, calculated as defined below, that may credit back to the Customer.

  1. Service Commitments and SundaySky SaaS Credit

In the event of Annual Uptime Percentage of below 99.5% for the Service Year, the Customer will be eligible to receive a SundaySky SaaS Credit equal to 10% of the Customer’s monthly bill (excluding any setup and other one-time fees) for the month where the most recent Service Unavailable event included in the SLA claim occurred.

Customer does not have to have wait 365 days from the day it started using the SundaySky SaaS or 365 days from their last successful claim in order to file a claim. The Customer can file a claim any time their Annual Uptime Percentage over the trailing 365 days drops below 99.5%.

SundaySky SaaS Credits will be applied toward future SundaySky SaaS payments otherwise due. SundaySky SaaS Credits will not entitle the Customer to any refund or other payments from SundaySky. SundaySky SaaS Credits are not transferrable or assignable.

Unless otherwise agreed to in the Agreement, the Customer’s sole and exclusive remedy for any unavailability or non-performance or any other failure by SundaySky to provide SundaySky SaaS is the receipt of a SundaySky SaaS Credit (if eligible), in accordance with the terms of this SLA or to terminate Customer’s use of the SundaySky SaaS.

  1. Credit Requests and Payment Procedures

To receive a SundaySky SaaS Credit the Customer must submit a request by sending an email to SundaySky-SLA-Request@SundaySky.com. To be eligible, Credit Requests must include all of the following:

> The Customer’s full legal name in the subject line.

> Dates and times of each Service Unavailable incident that the Customer claims to have experienced, including video link samples that were supposed to be available but were not.

> Video request logs (such as from FireBug or other similar tools) that document the fact that videos were unavailable to the Customer’s end users (any confidential or sensitive data in these logs should be replaced by asterisks prior to sending it).

> Be sent by the Customer and received by SundaySky within one month from the most recent Service Unavailable incident claim.

If the Annual Uptime Percentage of this request is confirmed by SundaySky and is less than 99.5% for the Service Year, then SundaySky will issue a SundaySky SaaS Credit to the Customer within one billing cycle following the month in which the request occurred.

Customer’s failure to provide all the requested information as required above will disqualify the SLA claim.

  1. SundaySky SLA Exclusions

The SundaySky Service Commitment shall not apply to any unavailability, suspension, termination, or any other SundaySky SaaS performance issues that:

> Result from suspension or termination of the SundaySky service by the Customer.

> Is caused by factors outside of SundaySky’s reasonable control, including any force majeure event or Internet access or related problems beyond the control of SundaySky or its paid service providers.

> Is the result of any action or inaction of the Customer or any third party that is not directly a provider used to maintain the proper operation of the SundaySky SaaS.

> Result from the Customer’s equipment, software, or other technology and/or other third party equipment, software, or other technology (other than third party equipment that is within SundaySky’s direct control or is used by one of SundaySky’s providers used to maintain the proper operation of the SundaySky SaaS).

> Result from video generation requests and/or video playback requests not being delivered properly from the Customer’s environment to the SundaySky SaaS, whether caused by Internet failures, Data feed problems, or other such issues.

> Result from failure to generate or deliver any individual SundaySky video while other videos are generated and delivered properly at the same 5 minute period.

> Arise from SundaySky’s suspension and/or termination of Customer’s rights to use the SundaySky SaaS in accordance with the Agreement.