Support Service Addendum

Juno Live Inc v1

Effective May 1, 2021

This support service addendum (the “Support Service Addendum”) is expressly incorporated by reference into the Juno Platform Agreement between Juno and Purchaser (the “Platform Agreement”). The Support Service Addendum governs the levels of any Support Services (as defined below) provided to Purchaser by Juno under the Platform Agreement. The purpose of this Addendum is to ensure high quality and timely delivery of technology services to Purchaser. Capitalized terms used in this Support Service Addendum and not otherwise defined herein have the meaning as defined in the Platform Agreement. In the event of any conflict between this Support Service Addendum and the Platform Agreement, the terms of the Platform Agreement shall govern and control. The acceptance by Purchaser of any Support Services from Juno is deemed acceptance of this Support Service Addendum.

Definitions
“Supported Incident” or “Issue” means either

(a) a failure of availability of the Service platform provided by Juno (“Platform”) for service offerings, if applicable; and/or

(b) a failure of Juno’s technology and software (including Third Party Software) underlying the Services (such technology and software, including Third Party Software, “Software”) to conform to the specifications set out in the Documentation, resulting in the inability to use, or relevant restriction in the use of the Services.

“Resolution” means either a modification or addition that, when made or added to the Platform or Software, corrects a Supported Incident; or a work-around procedure or routine that, when observed in the regular installation or operation of the Platform or Software, eliminates the practical adverse effect of such Supported Incident. “Resolution” includes patches and bug fixes.

“Hosted Event Period” shall mean from 90 minutes prior to the start of the first session of the Hosted Event on each day of the event until 30 minutes after the end of the last session on each of the Hosted Event day(s).

Support Services

1. Support Services. Subject to Purchaser’s continued compliance with the Platform Agreement (including without limitation the timely payment of all fees as they become due and payable thereunder), Juno will provide the following Support Services to Purchaser under the Platform Agreement (“Support Services”) in accordance with the descriptions set forth below.

  • Error Corrections. Juno will use commercially reasonable efforts to correct and/or provide a Resolution for any Supported Incident reported by Purchaser in accordance with the severity level reasonably assigned to such Supported Incident by Juno.
  • Support Requests. Support is available 24 hours a day, 7 days a week. Purchaser may initiate electronic support requests via email to the Relationship Manager.


2. Unsupported Incidents. Purchaser acknowledges and agrees that Juno is not obligated to provide Support for any incidents in connection with any of the following (each an “Unsupported Incident”)

a) General Technical Assistance: questions about product usage, configuration or custom development support (such as your customizations of any interface to the Juno Service or Purchaser’s integrations of the Service with Purchaser’s or third-party software or data), or non-bug related technical problems related to the Juno Products or Services.

b) Enhancement Request: a lack in current features of the Juno Product or Service requiring new programming, and/or requests for product enhancements.

c) Other Incidents: Incidents resulting from or arising out of (i) modifications of the Service not performed or expressly authorized in writing by Juno; (ii) use of the Service other than as expressly authorized in the Platform Agreement or the Documentation; (iii) third-party products or services not expressly authorized by Juno in writing; (iv) a failure of or conflicts with the hardware, software or infrastructure on or with which the Service is used, including (without limitation) due to Purchaser’s (or a third party’s acting on behalf of Purchaser) negligence, hardware malfunction or any other causes beyond Juno’s reasonable control; and (v) any other requests different from those defined as “Supported Incidents” herein.

Juno will determine at its reasonable discretion in each case, whether an incident qualifies as an Unsupported Incident in accordance with subsections 2a) through c) above. Upon request, and subject to approval in Juno’s discretion, Juno may deliver paid support services to Purchaser with respect to such Unsupported Incidents at Juno’s then-current rates. Upon receipt of a support request for an Unsupported Incident, Juno will respond to the request as soon as reasonably practicable under the circumstances.

3. Resolutions and Severity levels. Juno will respond to Supported Incidents and will make commercially reasonable efforts to deploy a Resolution designed for resolving an Issue reported by Purchaser in accordance with the Service Table set out below. When submitting an Issue, Purchaser must select a priority level for the Issue, as described in the Service Table below. Upon receipt, Juno will review the Issue and may allocate a different priority level, if, in its reasonable discretion, the reported Issue does not meet the criteria for the priority level designated by Purchaser. If Juno so reclassifies the Issue, it will provide notice of reclassification to Purchaser in writing (email sufficient) as soon as practicable.

Service Table

A Critical (Priority/Severity 1) Issue means that the Platform is severely impacted or completely down.

A Major (Priority/Severity 2) Issue means that the Platform is unstable with periodic interruptions or impacts a very limited number of users or pieces of content.

A Minor Issue means that there are errors causing partial, non-critical functionality loss (impairs some operations but allows the Platform to continue to function).

Support SLAs / Severity Levels Response Times

Critical

  • Initial Response: 30 minutes
  • The Data Controller guarantees to process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. The Data Controller’s instructions for the processing of Personal Data shall comply with Applicable Law. The Data Controller will have sole responsibility for the accuracy, quality, and legality of Personal Data at the time of transfer to the Data Processor and the means by which it was obtained.
  • Contact Frequency: 30 minutes


Critical - During Hosted Event Period‍

  • Initial Response: 10 minutes
  • Max. Target Resolution Time: 2h
  • Contact Frequency: 15 minutes


Major

  • Initial Response: 4h
  • Max. Target Resolution Time: 24h
  • Contact Frequency: 4h


Minor

  • Initial Response: 1 business day
  • Max. Target Resolution Time: Next release
  • Contact Frequency: 1 week


4. Remedies: If any of the Response Times and/or Resolution Times set forth above for Critical and Major incidents are not met, Juno shall credit to Purchaser on a monthly basis for the period affected, the amounts set forth below. If a service credit cannot be offset against an invoice, Juno shall pay out the relevant service credit incurred under this Support Services Addendum directly to Purchaser. Service credits shall be calculated based on the monthly Fee for the relevant Service. If the Fee is an annual Fee, the amount of such annual Fee shall be divided by 12.

Service Credit

  • > 30 Minutes Response Time to a Critical Incident = 10%
  • > 4 Hours Response Time to a Major Incident = 5%
  • > 6 Hours Resolution Time for a Critical Incident = 15%
  • > 24 Hours Resolution Time for a Major Incident = 10%
  • More than 1 recurring Critical Incident within a rolling 3 month period = 15%


5. Technical Support Contacts. Purchaser must specify at least one “designated support contact” (initial contacts may be set out in the relevant Addendum to the Platform Agreement) (“Technical Support Contact(s)”) to Juno in writing (email sufficient), which sets forth the full contact information, including phone number and email address of each designated Technical Support Contact. Purchaser confirms that Purchaser is duly authorized by the individuals designated as Technical Support Contacts to provide such information to Juno. Purchaser may replace its designated Technical Support Contact/s at any time during the term of the Platform Agreement by confirmed email to Juno. Each Technical Support Contact shall serve as the designated point person on behalf of Purchaser in connection with any Juno Support Services provided by Juno.

6. Purchaser’s Duty to Cooperate. Juno may make the provision of Support Services hereunder subject to Purchaser performing reasonable best efforts to cooperate. In particular (without limitation), Juno may require Purchaser to (a) make reasonable efforts to correct the Issue after consulting with Juno if Purchaser’s involvement is required; and (b) provide Juno with sufficient information and resources as reasonably requested to identify and correct the Issue, including (without limitation) (i) a list of all relevant hardware, operating systems and networks, (ii) a reproducible test case (provided such Issue can be reproduced), (iii) any log files, trace and system files reasonably necessary in connection with the Support Services as well as (iv) reasonable access during Purchaser’s ordinary business hours to personnel, hardware, and any additional software involved in discovering the Issue (if required). Juno reserves the right in its reasonable discretion to provide Purchaser with a workaround instead of fixing any defects in the Services, if Juno determines that it is more economically reasonable to do so.

7. Suspension and Termination of Support Services. Juno expressly reserves the right to suspend performance of the Support Services if Purchaser fails to pay all Fees set forth in the relevant Addendum to the Platform Agreement as they become due and payable to Juno in accordance with the Platform Agreement. Purchaser acknowledges that Juno has the right to discontinue (end-of-life) any or all of the Services and any and all Support Services therefor, including the distribution of older versions, at any time in its sole discretion; provided that Juno agrees (i) not to discontinue Support Services for Services during an active license or subscription term (as applicable) for such Services and (ii) to provide Purchaser with at least 60 days’ prior written notice in the event it so discontinues any or all of the Services or Support Services upon expiration of Purchaser’s then-active license or subscription term; subject in each case to the termination provisions herein and in the Platform Agreement, including (without limitation) an uncured breach by Purchaser of the terms and conditions of the Platform Agreement or this Support Service Addendum. Juno reserves the right to change, modify, amend, update or replace Support Services from time to time, using reasonable discretion.

Juno Platform SLAs Service levels for Juno Platform. Juno commits to providing best efforts to achieve the following Service Levels, provided that Juno makes no such commitment in case the Service is deployed as an on-premise offering:

a) Uptime Service Level: Juno endeavors to provide 24/7 service availability and shall in any case make the Platform available in accordance with the uptime availability service levels set forth below in this Section a) (“Uptime”):

  • 99.00% for standard configuration
  • 99.9% during Hosted Event period


Uptime shall be calculated as follows: (Total number of minutes in the applicable month – Scheduled Downtime) – total number of minutes of Downtime in such month] / (Total number of minutes in the given month – Scheduled Downtime)

“Downtime” shall mean any period of time in which the Services or Platform are not performing substantially in accordance with the Documentation, other than Scheduled Downtime or a Force Majeure Event. “Scheduled Downtime” is any period of time in which the Services or Platform are not performing data ingestion capacity and web data request functionality substantially in accordance with the Documentation due to Scheduled outages. Juno will avoid Scheduled Downtime during normal work hours or during Hosted Event Period for the Services. Scheduled Downtime will be below 10 hours per month. We will provide at least 24 hours’ written notice of any Scheduled Downtime, unless a change is mutually agreed between the parties.

b) Service Maintainability: Unscheduled outages will be resolved within 6 hours from the notification of any outage, unless otherwise notified to Purchaser as a Force Majeure Event.

c) Data Backups: Full backups of Purchaser Data are performed on a no worse than daily basis with incremental backups on a no worse than one hour basis. Backups are retained for 30 days.

d) Service Credits: If any of the Availability Requirements set forth above are not met, Juno shall credit to Purchaser on a monthly basis for the period affected, the amounts set forth below. If a service credit cannot be set-off against an outstanding invoice, Juno shall pay out the relevant service credit incurred under this Support Services Addendum directly to Purchaser. Service credit is calculated based on the monthly fee for the relevant Service and if the Fee is stated as an annual Fee, the amount of such annual Fee divided by 12.  

Availability Requirements Percentage - Service Credit

  • 99.00 – 100%  = 0%
  • 98.0 – 99.00% = 5%
  • 97.0 – 97.99% = 10%
  • 96.0 – 96.99% = 20%
  • Less than 96% = 30%


Remedy Plan. If Juno materially or repeatedly fails to meet Availability Requirements, upon Purchaser’s written or email request, Juno shall work with Purchaser to develop a mutually agreed upon remedy plan which shall be implemented promptly in a mutually agreed time frame to address non-performance. Notwithstanding anything to the contrary in this Support Services Addendum, at any time Purchaser may elect to invoke the remedy plan if Juno fails to adhere to the requirements in this Support Services Addendum. Nothing herein is deemed to limit any other rights or remedies under the Platform Agreement.

Last Updated: April 2021