UPshow Service Level Agreement

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INTRODUCTION

UPSHOW SERVICE LEVEL AGREEMENT

THIS SERVICE LEVEL AGREEMENT (“AGREEMENT”) IS MADE BETWEEN THE CUSTOMER (“CUSTOMER”, “END USER” OR “YOU”) AND UPSHOW INC. OR ITS SUBSIDIARIES (“UPSHOW”) ON THE PURCHASE OF SOFTWARE AS A SERVICE (SaaS) SUBSCRIPTION FOR UPSHOW. BY PURCHASING THIS SERVICE FROM UPSHOW, CUSTOMER AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS SET FORTH IN THIS DOCUMENT. CUSTOMER AGREES THAT RENEWING, MODIFYING, EXTENDING OR CONTINUING TO UTILIZE THE SERVICES BEYOND THE INITIAL TERM IS SUBJECT TO THE THEN-CURRENT SERVICE AGREEMENT. THESE TERMS AND CONDITIONS (THIS “AGREEMENT”) WILL SUPPLEMENT, AND IF IN CONFLICT WITH, WILL CONTROL, THE TERMS AND CONDITIONS OF ANY APPLICABLE SIGNED AGREEMENT BETWEEN YOU AND UPSHOW (INCLUDING, WITHOUT LIMITATION, UPSHOW’S STANDARD SALES AND/OR SERVICE AGREEMENT).

In consideration for your payment to UPshow, with respect to the software provided by UPshow and delivered to Customer, UPshow will provide you with service pursuant to the following terms and conditions:

SCOPE OF SERVICES

Subscription Overview

UPshow’s software as a service (SaaS) subscription allows customers access to the UPshow Control Panel via a web browser and mobile application to create, schedule, and manage digital content for playback on media players or web players. UPshow’s service will also provide the Customer with interactive digital signage software for use on media players and the web. This service agreement will cover all of the years of the service that has been contracted and/or purchased by the customer. This service agreement only covers the service provided and not anyadditional equipment (hardware) used in UPshow’s digital signage network.

Technical Support

UPshow will provide access to UPshow’s Support Service to assist with software product use, configuration and troubleshooting. UPshow will use reasonable efforts to respond to you in real time or as soon as possible, both during UPshow’s regular published support hours and afterhours.

EXCLUSIONS TO SERVICE AGREEMENT

This SLA is written in a spirit of partnership. UPshow will always do everything possible to rectify every issue in a timely manner. However, there are a few exclusions. This SLA does not apply to:


• Software, equipment or services not purchased via and managed by UPshow, which may be used in conjunction with the UPshow service or platform.

Additionally, this SLA does not apply when:

• The problem has been caused by using equipment, software or service(s) in a way that is not recommended.
• The customer has made unauthorized changes to the configuration or set up of affected equipment, software or services.
• The customer has prevented UPshow from performing required maintenance and update tasks.
• The issue has been caused by unsupported equipment, software or other services.

This SLA does not apply in circumstances that could be reasonably said to be beyond UPshow’s control. For instance: floods, war, acts of god and so on.This SLA also does not apply if the customer is in breach of its contract with UPshow for any reason (e.g. late payment of fees). UPshow aims to be helpful and accommodating at all times, and will do its absolute best to assist the customer wherever possible.

UPSHOW RESPONSIBILITY

During the service term, and subject to the limitations in this Agreement,
 UPshow will provide and maintain the UPshow Platform as necessary and correct any faulty software glitches, bugs, and/or occurrences during the usual and customary usage of the subscription during the Service Agreement period. 
Additional responsibilities, UPshow will: 


• Ensure relevant software, services and equipment is available to the customer
• Respond to support requests within UPshow’s standard Technical Support response times.
• Take steps to escalate and resolve issues in an appropriate, timely manner.
• Maintain good communication with the customer at all times.

CUSTOMER RESPONSIBILITY

The customer will use the UPshow Platform as intended. Additionally, the customer will:

• Notify UPshow of issues or problems in a timely manner.
• Provide UPshow access to equipment, software and services for the purposes of maintenance, updates and fault prevention.
• Maintain good communication with UPshow at all times.

RESOLUTION TIMES

UPshow will always endeavor to resolve problems as swiftly as possible. However, UPshow is unable to provide guaranteed resolution times. This is because the nature and causes of problems can vary enormously. 
For instance, it may be possible to resolve a fatal server issue in minutes, simply by restarting the server. But if a server fails due to disk error or a hardware fault (also classed as a fatal issue) it may take much longer to get back up and running. 
In all cases, UPshow will make its best efforts to resolve problems as quickly as possible. It will also provide frequent progress reports to the customer. 


RIGHT OF TERMINATION

UPshow recognizes that it provides a subscription service that is critical to the customer’s business. 
If UPshow consistently fails to meet the service levels described in this document, the customer may terminate its entire contract with UPshow, with no penalty. 
This right is available to the customer if UPshow fails to meet these service levels more than five times in any single calendar month. 


GOVERNING LAW

This Agreement is governed by the laws of the State of Illinois, United States of America.

LIMITATION OF LIABILITY

NEITHER UPSHOW NOR ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS ARE LIABLE TO YOU, OR ANY SUBSEQUENT OWNER OR OTHER USER OF THE EQUIPMENT AND/OR SOFTWARE, FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LIABILITY OR DAMAGES FOR THE EQUIPMENT AND/OR SOFTWARE NOT BEING AVAILABLE FOR USE, LOSS OR CORRUPTION OF DATA OR SOFTWARE, PERSONAL INJURY, DEATH, OTHER INDIRECT LOSS DUE TO EQUIPMENT AND/OR SOFTWARE FAILURE, OR ANY AND ALL INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE EQUIPMENT AND/OR SOFTWARE, EVEN IF YOU HAVE ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY WAIVE ANY CLAIMS DESCRIBED IN THIS PARAGRAPH. YOU AGREE AND UNDERSTAND THAT WE WILL NOT BE RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY YOU FOR THE PURCHASE OF THE EQUIPMENT AND/OR SOFTWARE COVERED BY THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.