ALTCineplex Service Level Agreement

ALTCineplex Service Level Agreement

Last Updated: 1^st August 2021

This ALTCineplex Service Level Agreement (“SLA”) is a part of the ALTCineplex Terms & Conditions and defines the uptime commitment that we make to certain paying subscribers ("you" or "your") of our ALTCineplex Enterprise, ALTCineplex OTT, and Livestream video hosting and streaming platforms (the "Service") during the service periods of their contracts. This SLA only applies (a) if specifically referenced on your Order Form or (b) to Livestream subscription services purchased prior to April 16, 2020.

1. Uptime Commitment

1. We commit to make the Service Available at least 99.90% of the time, excluding Excused Downtime (the "Uptime Commitment"). Availability 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 was not Available, net of Excused Downtime; divided by (y) the total number of minutes in the month.  

 Example: In A, the Service is not Available for 30 minutes, half of which are Excused Downtime. The Service Availability was therefore: 100 x [43,200 – (30-15)] / 43,200 = 99.9653%.

1. The Service is deemed "Available," for (a) ALTCineplex and Livestream accounts, when (i) you may, with appropriate hardware and sufficient bandwidth, live stream an event using the Service; and (ii) end users of the Service may, with appropriate hardware and sufficient Internet bandwidth, view the live-streamed event and archival videos through the Service; and (b) ALTCineplex OTT accounts, when consumers may, with appropriate hardware and sufficient bandwidth, (i) purchase and manage their OTT channel subscriptions; and (ii) watch video content as permitted by their subscription status. Conversely, the Service is not Available when either or both of the foregoing use cases applicable to the particular Service is inoperable or substantially degraded.
2. Service unavailability shall be excused when due to any of the following ("Excused Downtime"): (a) Scheduled Maintenance up to two (2) hours per calendar month; (b) Emergency Maintenance up to one (1) hour per calendar month; (c) a force majeure event (including any act of God, natural disaster, fire, riot, act of terrorism or cyber-warfare, act of government, labor strike) to the extent the unavailability could not have been mitigated by implementation of reasonable backup and recovery plans; (d) an outage that affects more than 50% of U.S. Internet traffic; (e) the unavailability of Amazon or Google cloud-based services; (f) blocking or throttling by a Internet service provider or transit provider; or (g) your intentional acts, errors, or omissions.
3. You and your end users are solely responsible for obtaining appropriate hardware and Internet access to use the Service. The Service shall not be deemed unavailable due to your or your end users' inability to access it for reasons beyond our control.

2. Maintenance

1. We may perform standard maintenance, upgrades, replacement of hardware or software, or any other like activity that may impact Availability (collectively, "Scheduled Maintenance") as we reasonably believe necessary to correct, maintain, and improve the Service. We will use commercially reasonable efforts to notify you of Scheduled Maintenance at least one (1) week before it begins.
2. We may perform any maintenance that we reasonably deem necessary to fix critical problems or patch vulnerabilities that could substantially impair the usability or performance of the Service, to the extent such maintenance cannot reasonably be performed during a Scheduled Maintenance window ("Emergency Maintenance").
3. We will use commercially reasonable efforts to conduct Scheduled Maintenance and Emergency Maintenance during non-peak hours.

3. Credits

1. If we do not meet the Uptime Commitment in a calendar month, you will be entitled to, upon request, a monetary service credit (a "Credit") equal to the applicable credit percentage in the table above times the fixed fees actually paid by you for that month.
2. You must request a Credit in writing within sixty (60) days after the end of the applicable month. To request a Credit, contact your account manager. You must provide all requested information.
3. Credits will be applied to your next invoice. If you pay fees annually, the fixed monthly fee shall be deemed the annual fixed fee divided by 12. Credits must be fully used (a) within six (6) months for monthly-billed accounts; and (b) within 12 months for annually billed accounts. After such times, unused Credits will expire.

4. Limitations

1. Credits will not be applied to variable fees such as overages and transactional fees, except that if your contract has an annual or monthly minimum commitment, that minimum will be considered a fixed fee. Credits are not available and will be waived where you (a) fail to follow the above request procedures; (b) have materially breached your contract with us; or (c) have invoices totaling more than $100 that are more than thirty (30) days past due at either the time of your request or the time the Credit is to be applied.
2. Our failure to meet the Uptime Commitment or any failure by us to provide uninterrupted service does not constitute a breach of contract. Rather, such failure gives rise to Credits, which are your sole remedy.
3. The Uptime Commitment does not apply to free, free-trial, or paying customers who have cancelled and received refunds; hardware products; software (other than the Service); beta, test, or demo products; or services that are not part of the Service. No uptime commitment of any kind shall apply to the foregoing customers, products, or services.