Unassociated Document


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

    

     

    OPERATIONS
& INFRASTRUCTURE

     

    SERVICE LEVEL
AGREEMENT

     

    
      	
               
      

            	
              I.

            	
              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:

     

    
      	
               
      

            	
              a.

            	
              Service
      Availability, Monitoring &
Maintenance

            


    

    
      	
               
      

            	
              b.

            	
              Incident
      Management & Service
Restoration

            


    

    
      	
               
      

            	
              c.

            	
              Contact
      Information

            


    

    


    
      	
               
      

            	
              II.

            	
              Service Availability,
      Monitoring & Maintenance

            


    

     

    
      	
               
      

            	
              a.

            	
              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.

     

    
      	
               
      

            	
              b.

            	
              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.

     

    
      	
               
      

            	
              c.

            	
              Scheduled Maintenance
      & Upgrades:

            


    

     

    
      	
               
      

            	
              i.

            	
              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:

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Table
A.

     

    
      
        
          
            
              
                	
                        For
      Advanced Notification of Scheduled Maintenance
  Activities:

                      
	 	 
	
                        ICQ
      Email Address

                      	
                           AOL_NOC_NOTICES@LISTSERV.SUP.AOL.COM

                      
	 	 
	
                        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.

            


    

     

    
      	
               
      

            	
              v.

            	
              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

            


    

     

    
      	
               
      

            	
              a.

            	
              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.

     

    
      	
               
      

            	
              b.

            	
              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

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              §

            	
              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

                    


            

          

        

      

    

     

    
      	
               
      

            	
              c.

            	
              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

            


    

     

    
      	
               
      

            	
              a.

            	
              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.


    
      
         


      

      
        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

    


    
      
        
          
            	
                    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

                    866-366-6505  Toll
      free

                    614-538-5555  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:

                     

                    AOL_NOC_NOTICES@LISTSERV.SUP.AOL.COM

                     

                    Maintenance
      Notifications:

                    TBD

                    Tier
      3/ Customer Care Escalation User Issues:

                     

                    aol-escalationsupport@listserv.aol.com

                  


          

        

      

    

    


    
      
        
          
            
              	
                      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:+972-9-7476633

                      Backup:
      +972-54-5656770

                    
	 	 	 
	
                      Email
      Address

                    	
                        

                    	
                      Support@ixi.com

                    


            

          

        

      

    

     

    
      	
               
      

            	
              b.

            	
              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:

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    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

                    	
                        

                    	 
      	
                        

                    	 
      	
                        

                    	 
      


            

          

        

      

    

     

    
      	
               
      

            	
              c.

            	
              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.

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              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

                	
                    

                	
                   
      

                


        

      

    

     

    
      
         


      

      
        6