This Digimarc Service Level Agreement (“SLA”) is incorporated into the Master Terms. The defined terms below are applicable to the SLA. All definitions used and not defined herein will have the meanings set forth in the Master Terms.
This Digimarc Services Level Agreement was last updated on 02SEP2022.
Definitions
“Actual Uptime Percentage” means that percentage of the Total Target Availability less any Excused Downtime that the Digimarc® Illuminate platform is available for Customer access.
“Business Hours” means Monday to Friday 9:00 AM to 5:00 PM Eastern Standard Time (excluding US federal holidays).
“Case” means a case within Digimarc Helpdesk that is associated with each Defect. Each Case will be assigned a unique identifier which will be used by both Digimarc and the Customer to ensure that communications and updates are tracked.
“Current Release” means the most recent generally available version of a component of the Licensed Software provided to Customer.
“Customer Cause” means any of the following causes:
- Any improper use, misuse or unauthorized alteration of the Supported Software by Customer;
- Any use of the Supported Software by Customer in a manner inconsistent with the Master Terms;
- The use by Customer of any hardware or software not provided by Digimarc or approved by Digimarc in the specification for use by Customer in connection with the Supported Software; or
- The use of a non-current version or release other than the Supported Software.
“Customer Contact” means the verified contact point specified by Customer in an Order Form or as notified to Digimarc from time-to-time in writing and who will be notified by Digimarc as required, and which will typically be the designated email address of the administrator of Customer’s Account on the Digimarc Illuminate platform.
“Downtime” means any time during the Scheduled Availability Period that the Digimarc Illuminate platform is not available for access by Customer Products or Customer Applications.
“Defect” means a failure attributable to the Supported Software that causes the Supported Software to deviate materially from the Supported Software’s functional, availability and performance specifications set forth in the Digimarc Product Services Description and this SLA.
“Defect Correction” means a software modification, patch, or addition that, when made or added to the Supported Software, establishes material conformity of the Supported Software to its functional, availability and performance specification.
“Excused Downtime” means any Downtime that: (i) occurs during an Excused Maintenance Period; or (ii) is caused by (A) telecommunications and internet services not maintained as part of the Digimarc data centers, (B) software or hardware not provided and controlled by Digimarc, other than those that are part of Digimarc’s managed infrastructure, or (C) Force Majeure Events.
“Excused Maintenance Period” means any period during which Digimarc performs scheduled maintenance on the Digimarc Illuminate platform, provided that Digimarc has furnished Customer with at least two days’ advance written notice thereof and the total amount of time does not exceed one hour per calendar month.
“Major Version” means a version of the Licensed Software that includes major enhancements or new functionality, indicated by a change in the digit to the left of the first decimal point (x.x to y.x).
“Master Terms” means the agreement between Digimarc and Customer referencing this SLA.
“Minor Version” means a functional enhancement of the Licensed Software, indicated by a change in the digit to the right of the first decimal point (x.x to x.y).
“Out-of-Scope Services” means services provided by Digimarc in connection with any apparent problem regarding the Supported Software reasonably determined by Digimarc not to have been caused by a Defect, but rather by a Customer Cause or a cause outside Digimarc’s control (including Excused Downtime).
“Release” means any version of the component of the Licensed Software provided to Licensee other than the Current Release.
“Resolution” means Digimarc’s final disposition of Customer’s Case, including by provision of a Defect Correction or a Workaround, or through an update to the Supported Software provided to Customer.
“Service Problem” means a problem or issue or Defect that is affecting the normal functioning, availability or performance of the Digimarc Illuminate platform or a Supported Release of the Licensed Software and that is not caused by any Customer Application, Customer Product, any third-party services authorized by Customer to use the Digimarc Illuminate platform, or the devices, products, applications or actions of Customer or its End Users.
“Scheduled Availability Period” means a calendar month.
“Severity” means the classification as determined by Digimarc of a Service Problem with the performance or availability of the Digimarc Illuminate platform and its Services or a Supported Release of the Licensed Software.
“Severity 1” means a business-critical problem, including a complete loss of services of the Digimarc Illuminate platform or loss of a significant feature that is completely unavailable, or a crash or major lack of function of a Supported Release of the Licensed Software.
“Severity 2” means a degraded service and includes intermittent issues and materially reduced quality of service or availability of the Digimarc Illuminate platform or lack of function of a Supported Release of the Licensed Software.
“Severity 3” means a general issue or request for improvement not affecting the availability or current performance of the Digimarc Illuminate platform or a Supported Release of the Licensed Software and may include product questions, feature requests and development issues.
“Supported Release” means the Major Version of the Current Release of the Licensed Software and all Minor Versions thereof, or either of the final two Minor Versions of the Licensed Software for the immediately preceding Major Version of the Licensed Software.
“Supported Software” means only the Digimarc Illuminate platform (including Digimarc’s software services, the server infrastructure operating the Digimarc software, and connectivity with the internet) and Supported Releases of the Licensed Software.
“Target Uptime Percentage” means a 99.9% Actual Uptime Percentage.
“Total Scheduled Availability” means the total number of minutes in the Scheduled Availability Period. For example, assuming a 30-day month, the Total Scheduled Availability would be: Total Scheduled Availability = (30 days x 24 hours/day x 60 minutes/hour) = 43,200 minutes per month.
“Total Target Availability” means the Target Uptime Percentage multiplied by the Total Scheduled Availability.
“Update” means a software update, bug fix, patch, minor or major maintenance release, or other such updates to the Digimarc Illuminate platform or Licensed Software generally released by Digimarc in the ordinary course of business.
“Workaround” means a procedure, routine, or suitable alternate solution that, when implemented in the regular operation of the Supported Software, allows the user to eliminate or mitigate a Defect.
Digimarc Helpdesk & Defect Response Process
Digimarc shall provide a means by which Customer may check the live status of the Digimarc Illuminate platform twenty-four hours a day, seven days a week (24×7) and Digimarc shall take all commercially reasonable efforts to keep the service status information current and up to date.
Digimarc will maintain Digimarc Helpdesk to receive information and inquiries from Customer concerning the Supported Software.
Digimarc will classify Defects and use commercially reasonable efforts to provide support consistent with the timetables in accordance with the table below:
|
Severity |
Support Service Availability |
Initial Response |
Resolution Targets |
|
Severity 1 |
24 hours a day, 7 days a week |
Callback to Customer Contact within 2 hours |
Defect Correction or Workaround within 4 hours |
|
Severity 2 |
24 hours a day, 7 days a week |
Callback to Customer Contact within 4 hours |
Defect Correction or Workaround within 1 business day |
|
Severity 3 |
Business Hours |
Callback to Customer Contact within 2 business days |
The feature will be considered for future releases |
The Digimarc Helpdesk will be available to respond to Defects according to the table above.
Digimarc may reasonably determine that any services are Out-of-Scope Services. If Digimarc makes any such determination, it shall promptly notify Customer of that determination. Customer acknowledges and agrees that Digimarc is not obligated to provide Out-of-Scope Services.
Customer shall initiate Cases through the Digimarc Helpdesk. Customer shall provide Digimarc all reasonably necessary information and remote access to reproduce the Defect. Customer shall make remote access available where required.
During resolution of all Defects, Customer shall supply any additional information reasonably requested by Digimarc relating to the Defect in English, and Customer shall make appropriate resources available to assist in timely problem verification and resolution.
The Digimarc Helpdesk cannot be used in lieu of Training services for developers or business users of Customer.
Service Availability & Performance Parameters
Digimarc shall achieve the Target Uptime Percentage for the Digimarc Illuminate platform. For example, based on Total Scheduled Availability of 43,200 minutes in a calendar month typically containing 30 days, the Total Target Availability would be 43,156 minutes.
Acceptable Use
Digimarc provides the Digimarc Illuminate platform and Licensed Software to Customer subject to Customer making use of the Digimarc Illuminate platform and Licensed Software within the service parameters specified in this SLA, the Master Terms, and the applicable Order Form. All applications, systems, solutions and products created by Customer or its agents shall comply with the acceptable use conditions in their use of the Digimarc Illuminate platform and Licensed Software.
Digimarc may monitor use by devices, mobile applications, web applications, system integrations, and other Customer Products and Customer Applications to ensure such terms and conditions are adhered to.
Digimarc reserves the right to suspend the provision of access and servicing of a Customer Product or Customer Application or any End User by the Digimarc Illuminate platform, in whole or in part if, in Digimarc’s sole and reasonable judgment, such access and service is outside of the acceptable use parameters or negatively impacts the integrity of the Digimarc Illuminate platform and, as a consequence, Digimarc’s ability to meet the Service Level Agreement terms.
Customer Applications and Customer Products may access the Digimarc Illuminate platform only through the relevant APIs and Licensed Software as provided and specified by Digimarc and using authenticated requests used to create, edit, and delete Digital Identities and associated content. Customer Products must connect to the Digimarc Illuminate platform using clients, agents or software code and protocols and standards provided or permitted and supported by the Digimarc Illuminate platform.
Customer shall not place Customer Products or Customer Applications in an intensive-communication state for troubleshooting or other purposes without Digimarc’s prior written consent and subject to the following: a Customer Product shall not make Requests more than once every second and for periods of no longer than 10 minutes.
Digimarc will endeavor to schedule Excused Maintenance Periods on Saturday or Sunday from 5:00 AM – 9:00 AM EST or at other times notified in advance to Customer. Digimarc will endeavor to avoid Excused Maintenance Periods falling within the following High Demand periods:
- December 11th - January 4th (inclusive)
- 4th Monday in November through 12 consecutive days (inclusive)
If Updates not supporting backwards compatibility become necessary, Digimarc will use reasonable efforts to notify Customer at least 60 days prior to implementation and to provide information required for Customer to continue to use the Services.
Customer recognizes that the combination of Customer Products, Customer Applications, third-party services and the Digimarc Illuminate platform create a complex system. While the interfaces between these various elements may operate independently within specification, there may be unknowing omissions in specification that create system failure when the elements are combined into an overall system.
Any Downtime due to a Customer Cause, including Downtime which is a result of Customer not updating Customer Applications or Customer Products in accordance with Updates provided by Digimarc, as described above, is the responsibility of Customer. Such Downtime shall not be counted towards the Actual Uptime Percentage.
This SLA is applicable to the Digimarc Illuminate platform and Supported Release of the Licensed Software only and does not apply to Customer-provided elements, including Customer Products, Customer Applications, any third-party services, any data and code elements originated by Customer and placed within the Digimarc Illuminate platform or used with the Licensed Software, and any meta-data and configurations of the Digimarc Illuminate platform and associated software tools undertaken by Customer.
Any Update by Digimarc that is designated alpha release, beta release, for developer preview or for testing, or descriptions of a similar import, used by Customer is excluded from this SLA.
