BeaconLive SLA

1. Definitions

For purposes of this Service Level Agreement (“SLA”), in addition to those terms defined above, the following terms shall have the following respective meanings:

1.1. “Scheduled Maintenance Window” is the time during which the Services are not required to be available in accordance with the following schedule, which schedule BeaconLive may change from time to time upon reasonable notice to Customer:

Period	Duration of Scheduled Downtime	Time Period
Weekly	6 hours	Saturdays 6pm-12midnight, Eastern Time

BeaconLive is relieved of its duty to provide the Services only if it has elected to schedule maintenance during the Scheduled Maintenance Window.

1.2. “Unscheduled Maintenance” means maintenance performed, (i) when, in BeaconLive’s commercially reasonable discretion, it is necessary to avoid loss of Services or (ii) during any downtime mutually agreed to with Customer to correct a situation that endangers Customer’s ability to utilize the Services.

1.3. “Failed Webinar or Webcast Event” means,(a) with respect to a live Webinar or Webcast Event, (i) greater than 50% of the total Webinar or Webcast Viewers experiences media streams that are unavailable to them for five consecutive minutes or (ii) the presenter, in using the interface to control the presentation, experiences a lag time between a command’s initiation and its response of greater than 60 seconds continuously for more than five minutes and (b) with respect to an On-Demand or Replay Webinar Event that is scheduled to be broadcast at a set point in time, greater than 50% of the total Webinar Viewers experience media streams that are unavailable to them for five consecutive minutes.

1.4. “Saas Catalog Failure” means failure of greater than 50% of the attempts to access the catalog application, or critical functionality thereof for more than a 2 hour period during any calendar month.

1.5. “Standard Business Hours” means the time between 6 am and 6 pm Eastern Time on business days.

2. Operational Availability

2.1. Customer acknowledges that it will not be able to access Event Services during the Scheduled Maintenance Window on those occasions when maintenance is actually scheduled, or during Unscheduled Maintenance. BeaconLive will notify Customer in advance of its intent to schedule maintenance.

2.2. BeaconLive shall endeavor to provide advance notice to Customer of Unscheduled Maintenance that affects Customer. BeaconLive shall indicate to Customer the reasons for and duration of any Unscheduled Maintenance.

3. On Call Support

3.1. On call support for Live Events will be available during Standard Business Hours.

3.2. BeaconLive will categorize BeaconLive Customer service requests for network and Platform access issues according to the following severities:

Request Severity Category	Description	Business Hours Resolution Goals	After Hours Resolution Goals
1 – Critical	Access to Services is not available	15 minute acknowledgement 15 minute start 1 day resolution	1 hour acknowledgement 1 hour start 1 day resolution
2 – Severe	Access to Services is available on a diminished basis or with constant interruption	15 minute acknowledgement 15 minute start 1-2 day resolution	Operations Not Applicable
3 – Major	Access to Services is available on a diminished basis or with interruption but a workaround provides reasonable access	15 minute acknowledgement 30 minute start 1-4 day resolution	Operations Not Applicable
4 – Normal	The Services are accessible but reflect less than perfect quality. Client requires changes but they are not critical to existing access	15 minute acknowledgement 30 minute start 1 hour to 2-day resolution based upon urgency	Operations Not Applicable
5 – Enhancement or Question	Client requests a new or enhanced feature	15 minute acknowledgement 2 day start	Operations Not Applicable

4. Service Guarantee

BeaconLive warrants that it will make reasonable efforts within industry standards to provide System Availability of at least 99%. “System Availability” is the sum of hours that the system is available divided by total hours in the measurement period, excluding from total hours any scheduled maintenance. System Availability is measured on a calendar year-to-date basis based on data gathered by BeaconLive’s monitoring systems via a process by which verifiable attempts shall be made periodically to access a standard URL within the BeaconLive system. If such access test succeeds, then the system shall be deemed as available.

In any case where the Customer independently determines that System Availability has been measured at less than the Service Guarantee, the Customer may communicate this problem in writing to BeaconLive, stating in detail the exact nature of the problem. BeaconLive will provide to the Customer a plan of remedy (the “Remedy Plan”), within 15 (fifteen) business days from its receipt of such notice. The Customer will have the right to review and discuss the Remedy Plan with BeaconLive for a reasonable period of time. Upon mutual agreement to the Remedy Plan, BeaconLive will then execute that Remedy Plan.

If BeaconLive should fail to provide a Remedy Plan within that time period, the Customer may provide written notice to BeaconLive stating that the Customer believes BeaconLive has materially breached its agreement with the Customer. Customer may then terminate the agreement only if BeaconLive fails to remedy the Breach within 30 (thirty) business days from the date that BeaconLive confirms receipt of such written notice from the Customer of the Breach.

5. Remedies

5.1. Credits. If a Failed Webinar Event occurs, and Customer notifies BeaconLive within three business days of the Failed Webinar or Webcast Event, Customer will qualify for a credit equal to the value of the charges for the Webinar or Webcast Event, but not including any third party expenses that BeaconLive or Customer incurred with respect to the Webinar or Webcast Event. The credit shall be available to Customer exclusively for use on another Webinar or Webcast Event, and BeaconLive shall have no obligation to refund the value of any credit to Customer.

5.2. Live Day Refunds.
If a Saas Catalog Failure occurs, and Customer notifies BeaconLive within three business days of the Saas Catalog Failure, Customer will qualify for full (100%) refund of base fee for catalog services during the applicable month.

5.3. Service Exceptions. Customer shall not earn any credit if the failure otherwise qualifying Customer for a credit occurs:

(a) during Scheduled Downtime;

(b) during any Unscheduled Maintenance; and

(d) as the result of any occurrence, cause or event outside BeaconLive’s reasonable control, which includes, but is not limited to, a Force Majeure event under the Terms; or

(e) as the result of Customer’s equipment or service or any third party equipment or service not within the sole control of BeaconLive.

(f) As a result of the network equipment or network conditions between BeaconLive and the Customer’s personal computer.

5.4. Sole and Exclusive Remedy.
Except as specifically expressed in the Terms, this Section 5 of this SLA states Customer’s sole and exclusive remedy for any failure or interruption of Services or for any failure by BeaconLive to meet any Service Level target as well as for any breach or other violation of any warranty or obligation under this SLA.

6. BeaconLive “Live” Webinar Viewer Policy

(a) All live Webinar events over 2,500 attendees require advance notification. Notifications for Full Service clients should be made to your BeaconLive Webinar Manager. Notifications for Self-Service clients should be made electronically to the BeaconLive Platform Support Team.

(b) Notifications must be received no later than 10 (ten) days prior to event date and require commitment of reserved audience capacity.