OPERATIONS & INFRASTRUCTURE SERVICE LEVEL AGREEMENT
[***]
Portions
redacted in accordance with request for confidential treatment and filed
separately with SEC.
OPERATIONS
& INFRASTRUCTURE
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I.
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Purpose
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This
Service Level Agreement (“SLA”) sets forth the terms
agreed to between ICQ and IXI with respect to the basic level of service that
ICQ and IXI will provide in order to support the delivery of ICQ services to End
Users contemplated in the Agreement. ICQ and IXI have reached mutual
agreement in the following areas:
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a.
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Service
Availability, Monitoring &
Maintenance
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b.
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Incident
Management & Service
Restoration
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c.
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Contact
Information
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II.
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Service Availability,
Monitoring & Maintenance
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a.
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System/Network/Application
Availability:
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ICQ and
IXI each mutually agree to make commercially reasonable efforts to ensure the
systems, network and applications either leased or supplied by either Party or
located within premises occupied and controlled by either Party, and which
provide the operating infrastructure for content, applications and services, are
optimized to meet shared goals for availability to the End Users.
For the systems and network providing
ICQ services to IXI, ICQ will provide a [***] up time, excluding only mutually
agreed to scheduled maintenance time. IXI will provide a
[***] up time for all IXI services,
excluding only mutually-agreed to scheduled maintenance time. Up time
will be viewed as a monthly metric.
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b.
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Monitoring:
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At the
time of service launch each Party will have in place automated monitoring/alert
systems which have the capability to detect error conditions in the primary
systems, networks and applications infrastructure over which each Party
maintains control. Such systems will be maintained by trained staff
that has immediate access to the monitoring equipment 365 days a year, 7 days a
week, 24 hours a day.
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c.
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Scheduled Maintenance
& Upgrades:
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i.
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Each
Party agrees that standard maintenance on the systems, network and
applications may be conducted without any prior notice, provided that the
maintenance does not have a direct impact on the content, applications and
services (e.g.,
operating system level patches, network switch
upgrades).
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ii.
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Each
Party will use commercially reasonable efforts to provide the other Party
with no less than forty-eight (48) hours advanced notification of
scheduled downtime and/or maintenance that directly impacts the services,
applications and web site content.
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iii.
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Each
Party will agree to provide advanced notification to the designated email
addresses in Table
A and will include the information outlined regarding the
maintenance or activities being
performed:
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1
Table
A.
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For
Advanced Notification of Scheduled Maintenance
Activities:
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ICQ
Email Address
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▇▇▇_▇▇▇_▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇.▇▇▇
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IXI
Email Address
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Details
of Notification to include
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–
Description of the maintenance
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Service/s that will be affected
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Date / schedule of maintenance activity
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Expected duration
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Impact to End Users
–
Work order reference number (if
applicable)
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iv.
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Each
Party will ensure that any maintenance conducted will follow operational
change control procedures, including but not limited to such safeguards as
pre-testing and qualification of upgrades and new applications,
availability of reversal and restoration procedures, and the maintenance
of change logs for the purpose of future troubleshooting and system
analysis.
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v.
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Each
Party will agree to perform all regular maintenance during a regularly
designated period of time selected to minimize End User
impact. The current ICQ maintenance window for planned
interruptions to service and standard maintenance is between 5:00 AM and
8:00 AM Eastern Time. The current IXI maintenance window for
planned interruptions to service and standard maintenance is between 12
midnight and 6am EST.
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III.
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Incident
Management & Service
Restoration
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a.
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Responsible
Parties:
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Both
Parties will be responsible for coordinating all restoration activity
for service interruptions requiring emergency maintenance and/or
downtime including incident isolation, testing and repair work for the systems,
network and applications either leased or supplied by a specific Party or
located within a premised occupied and controlled by that
Party. Third party vendor coordination will be the sole
responsibility of the Party who initiated service with that vendor.
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b.
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Network Operations
incident management:
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The
priority level for service interruptions will be assigned and communicated by
the Party detecting the service interruption to the other Party according to the
escalation table below in Table
B. Progress, resolution and information will be communicated regularly as
described. Service interruptions will be tracked using each Party’s
ticketing system. Tickets will be closed when both Parties mutually
agree that a resolution has been achieved.
Details of Incident Notification and
status interval updates should include the following:
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§
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Priority
Level
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2
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§
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Tracking
ticket number
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Description
of the service(s) that is (are)
unavailable
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Detailed
description of impact on end users
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Start
time of incident
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Current
status of resolution
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§
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Estimated
duration until resolution
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Table
B.
Expected
Response and Status Update Intervals
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Priority
Level
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Definition
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Initial
Notification
Requirement
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Status Update
Intervals
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Critical
/
Severity
1
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–
A major service-affecting condition has occurred causing all
services and features to be unavailable to a [***] or more of End
Users.
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Initial
notification via telephone within [***]
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Status
update every [***]
until resolution via phone call and email
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Major
/
Severity
2
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–
Multiple features and services are unavailable to a [***] of End
Users.
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A major failure for a service or feature that causes
significant inconvenience to end users.
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A system or product malfunction due to deficiency or
non-usability that produces results materially different from those
described in the documentation for a major services
feature.
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Initial
notification
within
[***] via
telephone
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Status
update every [***]
until resolution via email
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Minor
/
Severity
3
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–
A failure that impacts a limited number of features and
services or less than [***] of End
Users.
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A failure of operational support or administrative
tools.
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Initial
notification within [***] via
email
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Status
update every [***]
until resolution via
email
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c.
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End User
Notification:
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In the
event of a prolonged incident of a Severity Level 1 or 2 affecting any ICQ
service, both Parties will use commercially reasonable efforts at its own
expense to post and maintain a “site down,” “feature down,” or similar online
status notice in a manner reasonably intended to inform all end users of the
status of the service(s) and, if possible, when the service(s) are likely to be
fully restored.
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IV.
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Points
of Contact
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a.
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Operations and
Infrastructure Support
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Each
Party will supply a Network Operations Center (NOC) contact to provide
operational and infrastructure support 365 days a year, 7 days a week, 24 hours
a day. ICQ and IXI NOC information is provided in Table C
below.
3
All
maintenance and coordination of upgrades and trouble reporting, tracking and
resolution will be managed through this single point of contact.
Table
C.
NOC
Contact Information
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ICQ
NOC
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Hours
of Operation
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24
hours a day, 7 days a week and 365 days a year
(7/24/365)
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Contact
Phone Number
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Wireless
Support Desk
▇▇▇-▇▇▇-▇▇▇▇ Toll
free
▇▇▇-▇▇▇-▇▇▇▇ Local
(All
Critical Priority outage information must be communicated verbally first,
with an e-mail confirmation to follow.)
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Email
Addresses:
Incident
and outage Notification:
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Incident
and outage Notification:
▇▇▇_▇▇▇_▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇.▇▇▇
Maintenance
Notifications:
TBD
Tier
3/ Customer Care Escalation User Issues:
▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇
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IXI
NOC
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Hours
of Operation
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24
hours a day, 7 days a week and 365 days a year
(7/24/365)
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Contact
Phone Number
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Primary:▇▇▇▇-▇-▇▇▇▇▇▇▇
Backup:
▇▇▇▇-▇▇-▇▇▇▇▇▇▇
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Email
Address
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▇▇▇▇▇▇▇@▇▇▇.▇▇▇
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b.
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Escalations of Network
Issues
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IXI
and ICQ will maintain an escalation process to aid in problem resolution
should any outstanding incidents warrant, either because either Party has
not responded to an incident within the parameters set forth in this
agreement, or the length or severity of the outage warrant. IXI
and ICQ will exchange escalation procedures and contact
lists. These lists will be routinely maintained, updated, and
republished as changes warrant. As of the Effective Date, the
escalation process will use the following contact
information:
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Table
D.
Escalation
Points of Contact
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ICQ
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Within
[***] of reporting
the incident.
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Shift
Supervisor,
Wireless
Operations
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[***] after 1st level if no
satisfaction from 1st level
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Manager,
Wireless
Operations
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[***] after 2nd level if no
satisfaction from 2nd level
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IXI
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Within
[***] of reporting
the incident.
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[***] after 1st level if no
satisfaction from 1st level
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[***] after 2nd level if no
satisfaction from 2nd level
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c.
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Escalation of End User
Issues - Member Services
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Both
Parties will coordinate processes to support escalation of trouble tickets
generated through the and IXI NOCs originating from the
customer care or member services escalation paths. For
individual End User issues that have been escalated outside of Tier 1 or
Tier 2 customer support levels, the following email addresses will be
available for reporting and trouble shooting purposes. If
significant numbers of tickets are being generated in a short period of
time for what appears to be a network or system outage, the reporting
Party should contact the general NOC to open ticket and begin the process
of incident management as defined in section b
above.
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The
email notification should include the following
information:
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§
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Customer’s
MIN or MDN
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§
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ICQ
or ICQ ScreenName
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§
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Services
affected (Embedded Application/ MIM clients,
Operator)
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Device
manufacturer and model
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Date
/ time End User first experienced
issue
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Detailed
description of the issue
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§
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Error
message, if any
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Table
C.
Escalation
Support for End User Issues
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ICQ
Member Services
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Email
Address
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IXI
Member Services
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Email
Address
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6