Service-Level Agreement (SLA)

PLEX PRIVATE CLOUD - AVAILABILITY COMMITMENT

Service Availability Commitment. During the term of the Agreement, the Subscription Services will be Available no less than 99.9% of the total number of minutes within a calendar month (the “Monthly Service Availability Commitment”). The achievement of Service Availability Commitment excludes the following: (a) any scheduled maintenance, including without limitation scheduled maintenance communicated to You in writing at least four (4) business days in advance; (b) any unavailability due to any force majeure event as set forth in the Agreement; (c) any problem resulting from You using the Subscription Services in conjunction with any hardware or software not provided by Plex; (d) any interruption or delay in providing access to the Subscription Services resulting from telecommunications or internet problems, power failures and/or service provider failures outside of Plex’s datacenter(s); (e) any interruption or unavailability resulting from Your use of the Subscription Services in an improper, unauthorized or unlawful manner; (f) any problem resulting from Your or any third-party’s acts, errors or omissions or any software and/or systems not provided by Plex; and (g) any interruption resulting from disconnection or suspension of the Subscription Services for nonpayment in accordance with Section 2.14 of the Agreement. Plex will track compliance with the Monthly Service Availability Commitment on a monthly basis and will provide You with a report upon written request.

Scheduled and Unscheduled Maintenance. Plex may have weekly or bi-weekly scheduled maintenance periods on Sundays to perform system maintenance, backup and upgrade functions for the Subscription Services. If scheduled maintenance is required outside of this maintenance period, Plex will notify You at least four (4) business days in advance. In the event unscheduled maintenance may be required to resolve issues that are critical for performance of the Subscription Services, Plex will notify You as soon as practicable under the circumstances regarding any unscheduled maintenance. All scheduled and unscheduled maintenance notifications are logged and communicated to You electronically in writing via the Subscription Services. All of the Categories listed in the Plex Customer Care Plans attached exclude scheduled maintenance.

Enhanced Business Continuity (“EBC”). Customers subscription to EBC means that any system maintenance, backup and upgrade functions performed during a weekly or biweekly scheduled maintenance period as set forth in the Scheduled and Unscheduled Maintenance sections will be limited on a calendar year basis to (i) sixty (60) minutes for ten (10) calendar months during a Scheduled Maintenance Period, and (ii) two hundred and forty (240) minutes for two (2) calendar months during a Scheduled Maintenance Period.

System Availability Credit. Any request for a credit must be made in writing by You within thirty (30) days following the last day of the month of Plex’s failure to meet the Monthly Services Availability Commitment. Upon such request, Plex will issue a credit of 10% of the Subscription Fee divided by twelve (12) for the month of the failure (the “Service Availability Credit”). If a written request for credit is not provided timely, You acknowledge and agree that the right to receive a Service Availability Credit with respect for failure to achieve the Monthly Service Availability Commitment shall be deemed waived. The Service Availability Credit shall be Your sole and exclusive remedy in the event that the Monthly Service Availability Commitment has not been achieved and, under no circumstance, shall Plex’s failure to meet the Monthly Service Availability Commitment be deemed a default or breach of the Agreement.

Notwithstanding anything to the contrary, You may terminate the applicable Order Form without liability for payment of an Early Termination Fee in the event of a Chronic Service Unavailability (as defined below) of the Subscription Services under such Order Form. “Chronic Service Unavailability” means a situation in which the Subscription Services (i.e., PLEX) is available less than 97% of the total number of minutes within a calendar month for three (3) consecutive months or four (4) times during any twelve (12) month period during the Subscription Term then in effect. In determining the availability percentage of PLEX in any particular calendar month, the exclusions set forth in clauses (a) through (g) in the paragraph entitled “Service Availability Commitment” of this Availability Commitment shall apply. Following the termination of an Order Form due to a Chronic Service Unavailability, You shall be entitled to a refund of all pre-paid Fees for the Services paid for but not provided by Plex beyond the effective date of termination of such Order Form.

PLEX PUBLIC CLOUD - AVAILABILITY COMMITMENT

Service Availability Commitment. During the term of the Agreement, the Subscription Services will be Available no less than 99.7% of the total number of minutes within a calendar month (the “Monthly Service Availability Commitment”). The achievement of Service Availability Commitment excludes the following: (a) any scheduled maintenance, including without limitation scheduled maintenance communicated to You in writing at least four (4) business days in advance; (b) any unavailability due to any force majeure event as set forth in the Agreement; (c) any problem resulting from You using the Subscription Services in conjunction with any hardware or software not provided by Plex; (d) any interruption or delay in providing access to the Subscription Services resulting from telecommunications or internet problems, power failures and/or service provider failures outside of Plex’s datacenter(s); (e) any interruption or unavailability resulting from Your use of the Subscription Services in an improper, unauthorized or unlawful manner; (f) any problem resulting from Your or any third-party’s acts, errors or omissions or any software and/or systems not provided by Plex; and (g) any interruption resulting from disconnection or suspension of the Subscription Services for nonpayment in accordance with Section 2.14 of the Agreement. Plex will track compliance with the Monthly Service Availability Commitment on a monthly basis and will provide You with a report upon written request.

Scheduled and Unscheduled Maintenance. Plex may have weekly or bi-weekly scheduled maintenance periods on Sundays to perform system maintenance, backup and upgrade functions for the Subscription Services. If scheduled maintenance is required outside of this maintenance period, Plex will notify You at least four (4) business days in advance. In the event unscheduled maintenance may be required to resolve issues that are critical for performance of the Subscription Services, Plex will notify You as soon as practicable under the circumstances regarding any unscheduled maintenance. All scheduled and unscheduled maintenance notifications are logged and communicated to You electronically in writing via the Subscription Services. All of the Categories listed in the Plex Customer Care Plans attached exclude scheduled maintenance.

System Availability Credit. Any request for a credit must be made in writing by You within thirty (30) days following the last day of the month of Plex’s failure to meet the Monthly Services Availability Commitment. Upon such request, Plex will issue a credit of 10% of the Subscription Fee divided by twelve (12) for the month of the failure (the “Service Availability Credit”). If a written request for credit is not provided timely, You acknowledge and agree that the right to receive a Service Availability Credit with respect for failure to achieve the Monthly Service Availability Commitment shall be deemed waived. The Service Availability Credit shall be Your sole and exclusive remedy in the event that the Monthly Service Availability Commitment has not been achieved and, under no circumstance, shall Plex’s failure to meet the Monthly Service Availability Commitment be deemed a default or breach of the Agreement.

Notwithstanding anything to the contrary, You may terminate the applicable Order Form without liability for payment of an Early Termination Fee in the event of a Chronic Service Unavailability (as defined below) of the Subscription Services under such Order Form. “Chronic Service Unavailability” means a situation in which the Subscription Services (i.e., PLEX) is available less than 95% of the total number of minutes within a calendar month for three (3) consecutive months or four (4) times during any twelve (12) month period during the Subscription Term then in effect. In determining the availability percentage of PLEX in any particular calendar month, the exclusions set forth in clauses (a) through (g) in the paragraph entitled “Service Availability Commitment” of this Availability Commitment shall apply. Following the termination of an Order Form due to a Chronic Service Unavailability, You shall be entitled to a refund of all pre-paid Fees for the Services paid for but not provided by Plex beyond the effective date of termination of such Order Form.

DEMANDCASTER - AVAILABILITY COMMITMENT

Service Availability Commitment. During the term of the Agreement, the Subscription Services will be Available no less than 99.5% of the total number of minutes within a calendar month (the “Monthly Service Availability Commitment”). The achievement of Service Availability Commitment excludes the following: (a) any scheduled maintenance, including without limitation scheduled maintenance communicated to You in writing at least four (4) business days in advance; (b) any unavailability due to any force majeure event as set forth in the Agreement; (c) any problem resulting from You using the Subscription Services in conjunction with any hardware or software not provided by Plex; (d) any interruption or delay in providing access to the Subscription Services resulting from telecommunications or internet problems, power failures and/or service provider failures outside of Plex’s datacenter(s); (e) any interruption or unavailability resulting from Your use of the Subscription Services in an improper, unauthorized or unlawful manner; (f) any problem resulting from Your or any third-party’s acts, errors or omissions or any software and/or systems not provided by Plex; and (g) any interruption resulting from disconnection or suspension of the Subscription Services for nonpayment in accordance with Section 2.14 of the Agreement. Plex will track compliance with the Monthly Service Availability Commitment on a monthly basis and will provide You with a report upon written request.

Scheduled and Unscheduled Maintenance. Plex may have weekly or bi-weekly scheduled maintenance periods on Sundays to perform system maintenance, backup and upgrade functions for the Subscription Services. If scheduled maintenance is required outside of this maintenance period, Plex will notify You at least four (4) business days in advance. In the event unscheduled maintenance may be required to resolve issues that are critical for performance of the Subscription Services, Plex will notify You as soon as practicable under the circumstances regarding any unscheduled maintenance. All scheduled and unscheduled maintenance notifications are logged and communicated to You electronically in writing via the Subscription Services. All of the Categories listed in the Plex Customer Care Plans attached exclude scheduled maintenance.

System Availability Credit. Any request for a credit must be made in writing by You within thirty (30) days following the last day of the month of Plex’s failure to meet the Monthly Services Availability Commitment. Upon such request, Plex will issue a credit of 10% of the Subscription Fee divided by twelve (12) for the month of the failure (the “Service Availability Credit”). If a written request for credit is not provided timely, You acknowledge and agree that the right to receive a Service Availability Credit with respect for failure to achieve the Monthly Service Availability Commitment shall be deemed waived. The Service Availability Credit shall be Your sole and exclusive remedy in the event that the Monthly Service Availability Commitment has not been achieved and, under no circumstance, shall Plex’s failure to meet the Monthly Service Availability Commitment be deemed a default or breach of the Agreement.

Notwithstanding anything to the contrary, You may terminate the applicable Order Form without liability for payment of an Early Termination Fee in the event of a Chronic Service Unavailability (as defined below) of the Subscription Services under such Order Form. “Chronic Service Unavailability” means a situation in which the Subscription Services (i.e., PLEX) is available less than 95% of the total number of minutes within a calendar month for three (3) consecutive months or four (4) times during any twelve (12) month period during the Subscription Term then in effect. In determining the availability percentage of PLEX in any particular calendar month, the exclusions set forth in clauses (a) through (g) in the paragraph entitled “Service Availability Commitment” of this Availability Commitment shall apply. Following the termination of an Order Form due to a Chronic Service Unavailability, You shall be entitled to a refund of all pre-paid Fees for the Services paid for but not provided by Plex beyond the effective date of termination of such Order Form.

ASSET PERFORMANCE MANAGEMENT - AVAILABILITY COMMITMENT

Service Availability Commitment. During the term of the Agreement, the Subscription Services will be Available no less than 99.5% of the total number of minutes within a calendar month (the “Monthly Service Availability Commitment”). The achievement of Service Availability Commitment excludes the following: (a) any scheduled maintenance, including without limitation scheduled maintenance communicated to You in writing at least four (4) business days in advance; (b) any unavailability due to any force majeure event as set forth in the Agreement; (c) any problem resulting from You using the Subscription Services in conjunction with any hardware or software not provided by Plex; (d) any interruption or delay in providing access to the Subscription Services resulting from telecommunications or internet problems, power failures and/or service provider failures outside of Plex’s datacenter(s); (e) any interruption or unavailability resulting from Your use of the Subscription Services in an improper, unauthorized or unlawful manner; (f) any problem resulting from Your or any third-party’s acts, errors or omissions or any software and/or systems not provided by Plex; and (g) any interruption resulting from disconnection or suspension of the Subscription Services for nonpayment in accordance with Section 2.14 of the Agreement. Plex will track compliance with the Monthly Service Availability Commitment on a monthly basis and will provide You with a report upon written request.

Scheduled and Unscheduled Maintenance. Plex may have weekly or bi-weekly scheduled maintenance periods on Sundays to perform system maintenance, backup and upgrade functions for the Subscription Services. If scheduled maintenance is required outside of this maintenance period, Plex will notify You at least four (4) business days in advance. In the event unscheduled maintenance may be required to resolve issues that are critical for performance of the Subscription Services, Plex will notify You as soon as practicable under the circumstances regarding any unscheduled maintenance. All scheduled and unscheduled maintenance notifications are logged and communicated to You electronically in writing via the Subscription Services. All of the Categories listed in the Plex Customer Care Plans attached exclude scheduled maintenance. 
System Availability Credit. Any request for a credit must be made in writing by You within thirty (30) days following the last day of the month of Plex’s failure to meet the Monthly Services Availability Commitment. Upon such request, Plex will issue a credit of 10% of the Subscription Fee divided by twelve (12) for the month of the failure (the “Service Availability Credit”). If a written request for credit is not provided timely, You acknowledge and agree that the right to receive a Service Availability Credit with respect for failure to achieve the Monthly Service Availability Commitment shall be deemed waived. The Service Availability Credit shall be Your sole and exclusive remedy in the event that the Monthly Service Availability Commitment has not been achieved and, under no circumstance, shall Plex’s failure to meet the Monthly Service Availability Commitment be deemed a default or breach of the Agreement.

Notwithstanding anything to the contrary, You may terminate the applicable Order Form without liability for payment of an Early Termination Fee in the event of a Chronic Service Unavailability (as defined below) of the Subscription Services under such Order Form. “Chronic Service Unavailability” means a situation in which the Subscription Services (i.e., PLEX) is available less than 95% of the total number of minutes within a calendar month for three (3) consecutive months or four (4) times during any twelve (12) month period during the Subscription Term then in effect. In determining the availability percentage of PLEX in any particular calendar month, the exclusions set forth in clauses (a) through (g) in the paragraph entitled “Service Availability Commitment” of this Availability Commitment shall apply. Following the termination of an Order Form due to a Chronic Service Unavailability, You shall be entitled to a refund of all pre-paid Fees for the Services paid for but not provided by Plex beyond the effective date of termination of such Order Form.