OPERATIONS & INFRASTRUCTURE SERVICE LEVEL AGREEMENT

[***] Portions redacted in accordance with request for confidential treatment and filed separately with SEC.

OPERATIONS & INFRASTRUCTURE

Purpose

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:

Service Availability, Monitoring & Maintenance

Incident Management & Service Restoration

Contact Information

II.

Service Availability, Monitoring & Maintenance

System/Network/Application Availability:

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.

Monitoring:

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.

Scheduled Maintenance & Upgrades:

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).

ii.

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.

iii.

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:

Table A.

For Advanced Notification of Scheduled Maintenance Activities:

ICQ Email Address	XXX_XXX_XXXXXXX@XXXXXXXX.XXX.XXX.XXX

IXI Email Address

Details of Notification to include	– Description of the maintenance – Service/s that will be affected – Date / schedule of maintenance activity – Expected duration – Impact to End Users – Work order reference number (if applicable)

iv.

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.

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.

III.

Incident Management & Service Restoration

Responsible Parties:

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.

Network Operations incident management:

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:

Priority Level

Tracking ticket number

Description of the service(s) that is (are) unavailable

Detailed description of impact on end users

Start time of incident

Current status of resolution

Estimated duration until resolution

Table B.

Expected Response and Status Update Intervals

Priority Level	Definition	Initial Notification Requirement	Status Update Intervals

Critical / Severity 1	– A major service-affecting condition has occurred causing all services and features to be unavailable to a [***] or more of End Users.	Initial notification via telephone within [***]	Status update every [***] until resolution via phone call and email

Major / Severity 2	– Multiple features and services are unavailable to a [***] of End Users. – A major failure for a service or feature that causes significant inconvenience to end users. – 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.	Initial notification within [***] via telephone	Status update every [***] until resolution via email

Minor / Severity 3	– A failure that impacts a limited number of features and services or less than [***] of End Users. – A failure of operational support or administrative tools.	Initial notification within [***] via email	Status update every [***] until resolution via email

End User Notification:

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.

IV.

Points of Contact

Operations and Infrastructure Support

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.

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

ICQ NOC

Hours of Operation		24 hours a day, 7 days a week and 365 days a year (7/24/365)
Contact Phone Number		Wireless Support Desk 000-000-0000 Toll free 000-000-0000 Local (All Critical Priority outage information must be communicated verbally first, with an e-mail confirmation to follow.)

Email Addresses: Incident and outage Notification:		Incident and outage Notification: XXX_XXX_XXXXXXX@XXXXXXXX.XXX.XXX.XXX Maintenance Notifications: TBD Tier 3/ Customer Care Escalation User Issues: xxx-xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx.xxx

IXI NOC

Hours of Operation		24 hours a day, 7 days a week and 365 days a year (7/24/365)

Contact Phone Number		Primary:x000-0-0000000 Backup: x000-00-0000000

Email Address		Xxxxxxx@xxx.xxx

Escalations of Network Issues

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:

Table D.

Escalation Points of Contact

ICQ

Within [***] of reporting the incident.		Shift Supervisor, Wireless Operations

[***] after 1st level if no satisfaction from 1st level		Manager, Wireless Operations

[***] after 2nd level if no satisfaction from 2nd level

IXI

Within [***] of reporting the incident.

[***] after 1st level if no satisfaction from 1st level

[***] after 2nd level if no satisfaction from 2nd level

Escalation of End User Issues - Member Services

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.

The email notification should include the following information:

Customer’s MIN or MDN

ICQ or ICQ ScreenName

Services affected (Embedded Application/ MIM clients, Operator)

Device manufacturer and model

Date / time End User first experienced issue

Detailed description of the issue

Error message, if any

Table C.

Escalation Support for End User Issues

ICQ Member Services

Email Address

IXI Member Services

Email Address

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OPERATIONS & INFRASTRUCTURE SERVICE LEVEL AGREEMENT

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