service level agreement

Definitions.

“Down Time” means time when a failure impairs or prevents the initiation of new user requests for Lithium service and continued use of the service is not available to at least 50% of Customer’s End Users, or when Lithium’s Performance goals are not achieved.

“Covered Down Time” means Down Time, as measured by Lithium’s primary operational monitoring harness, which is not caused by Force Majeure or by Customer’s actions, and which is not scheduled Down Time. While Lithium will use commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events, Covered Down Time does not include any reasonably unforeseeable interruption or degradation in service due to actions or inactions caused by third parties.

“Force majeure” means a cause of delay or failure to perform beyond a party‘s reasonable control, which such party is unable to overcome by exercise of reasonable diligence, including acts of God, war, terrorism, strikes, failures of suppliers, fires, floods or earthquakes.

“Firewall” means a set of related programs that protects the resources of a private network from users from other networks.

Co-location facility. Lithium will host the Content and Applications at a co-location facility whose services include secure data centers, redundant bandwidth peering, redundant power with backup generators, and temperature control systems.

Physical security. Lithium will control physical access to operations servers through personal identification of each person requesting access, need to know, and pre-authorization lists.

24x7 monitoring. Lithium will monitor and maintain the Applications from its 24x7 Networks Operations Center for all of the systems within Lithium’s control required to maintain the Applications, including the monitoring of hardware, system utilization, storage utilization, network utilization, and certain application-level criteria. Lithium will maintain a primary, local, in-network monitoring harness, and a secondary, out-of-network monitoring harness as an alternate standby. Lithium will provide Customer with 24x7 emergency contact channels for Severity 1 incident reporting.

Response to service incidents. Lithium will respond within 15 minutes to a Severity 1 incident report. A “Severity 1” incident means an event relating to complete production service outage, severe performance degradation or a major security risk resulting in Covered Down Time.

100% uptime. Credits and Material Breach. Subject to the provisions of this SLA, Lithium shall provide 100% uptime. Customer will be entitled to 2 minutes of service credit for each full minute of Covered Down Time, with a minimum of 1 hour of service credit per incident. For Covered Down Time in excess of 60 minutes within a given calendar day, customer will be entitled to 1 day of service credit for each such calendar day. Credits shall be calculated by dividing the actual amount billed to Customer for the month in which Covered Down Time occurred by the number of minutes in that month. Covered Down Time in excess of 8 hours in any calendar month shall constitute monthly covered down time (“Monthly Covered Down Time”). 3 events of Monthly Covered Down Time in any consecutive 6 month period shall constitute material breach and Customer shall have the right to terminate the MSA and all SOWs upon 5 days written notice to Lithium.

Appropriate resources. Lithium will commit appropriate resources to resolve any Down Time in a timely manner, and to alleviate a Severity 1 incident within 60 minutes of notification.

Scheduled Down Time. Lithium will schedule Down Time with at least 3 days notice to the Customer. Such Down Time shall be reasonably scheduled during typically minimal traffic hours and days for Customer. However, Lithium may schedule Down Time at any time of the day with shorter or no notice if Lithium reasonably determines that a failure to act immediately would lead to significant harm to either Lithium or Customer. Lithium also reserves 15 minutes per weekday and 1 hour per weekend at times of minimal traffic for regular site maintenance that shall require no notification.

Performance. Lithium will provide first-byte response times under 1,000 ms for the average page calculated as a calendar month, and will provide below 500 ms average latency for all pages. Latency is measured for first byte from a point within the same physical network, and excludes computationally intensive pages such as search, real-time statistics, or auto-archived message pages. Lithium will serve at least 99% of Pageview requests (if applicable, as defined in the Service Order) received in each calendar month.

Contract volume. Lithium’s SLA shall apply to Customer as long as simultaneously (i) Customer meets its payment obligations, (ii) Customer volume remains under Contract Volume when calculated as a calendar month average, and (iii) Customer peak volume remains below twice (2x) Contract Volume. However, Lithium will make commercially reasonable efforts to maintain SLA requirements within Customer’s existing provisioning in all circumstances.

Redundancy. Lithium will deploy all critical systems with N+1 active redundancy when architecturally possible and with hot or warm standbys where such redundancy is not possible.

Network and application security. Lithium will surround Content with redundant Firewalls, and will monitor access points and internal networks with intrusion detection infrastructure.

Unauthorized third parties. Lithium will not intentionally assist unauthorized third parties in gaining access to Content.

Rollback. Lithium will keep at least one level of rollback to allow undoing any patch, update, or upgrade deployed by Lithium.

Customer service. Lithium will provide Customer service via e-mail and customer portal during regular business hours (6am to 6pm Pacitic Time and 9am to 5pm Central European Time, Monday through Friday, excluding published public and company holidays) for non-emergency queries that do not result in Severity 1 incidents. Phone support is available to Customers under the Premium Support contract.

Emergency power. Lithium will protect all core systems with emergency power via the combination of battery backup and power generators with at least one week of fuel capacity and access to additional resources and refueling priority. The transition to backup generator power is instantaneous and covered by battery power.

Backups. Lithium will conduct daily incremental backups and weekly offsite backups of all community data, including community postings data and community configuration data.

Disaster recovery. Lithium shall maintain disaster recovery plans for generally expected disaster profiles, and shall execute such plans with its best efforts under the circumstances and in a timely manner upon the occurrence of a disaster event.

Credit request. To receive any of the credits described in this Appendix, Customer must notify Lithium no later than 30 calendar days from the time Customer becomes eligible to receive such credits.

Reporting. Upon Customer request, Lithium will provide monthly service availability reports. Additionally, Customer may also request and will receive Root Cause Analysis reports for Covered Downtime as defined in this Service Level Agreement.