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SERVICE LEVEL AGREEMENT

SERVICE LEVEL ADDENDUM

1. Definitions

1.1. "Aggregator" means mBlox USA, Inc. or other facilitator used by RFM to interconnect with Network Operator Mobile Networks and bill and collect Premium Rate Messages from Network Operators.

1.2. "Aggregated Mobile Networks" means all of the networks of Network Operators

to which RFM has two-way Messaging capability.

1.3. "Available" means capable of being accessed substantially in accordance with the Service Specification.

1.4. "Client" means the party for which RFM provides the Services.

1.5. "Client  Agreement" means the written specification  for the Services contained in a proposal or agreement with the Client.

1.6. "Content" has the same meaning set forth in the Client Agreement.

1.7. "Excluded Time" has the meaning atu·ibuted to it in Section 2.3 of this SLA.

1.8. "Excusable Circumstances" means network outages and failmes of the Network Operators or the Aggregator, Intemet latency or failme resulting from disruptions of transport by any major Intemet backbone, and similar circumstances beyond the control ofRFM significantly affecting RFM's ability to provide the Services as contemplated herein except for such circumstances occuning at the location where the Platform is hosted.

1.9. "Failme" means any failme of the Services to operate in accordance with the Service Specification,  except where the failme arises dming or as a result of any Excluded Time.

1.10."Message" means a single text message using Short Message Service ("SMS") offered by the Network Operators and includes the following subsets of Messages:

1.10.1. "MT" means a Message Terminated on the mobile end-user's  mobile

device.

1.10.2. "MO" means a Message Originated  on the mobile end-user's mobile device.

1.10.3. "PSMS" means a Message for which the Mobile Network Operator makes a charge to the end-user  in excess of the standard plan rate.

1.11."Messaging" means the sending and receiving of Messages.

1.12.  "Network Operator" means the operator or a mobile telecornnmnications network that supports two-way messaging with mobile devices including Verizon Wireless, AT&T Wireless, Sprint, t-Mobile and others.

1.13."Network Operator Mobile Network" means the network of a Network Operator in an applicable country.

1.14."Notionally Available Time" means the total amount of time in a given period, minus all Excluded Time.

1.15."Planned Maintenance" means maintenance for which RFM provides to the Client at least 48 homs advance notice.

1.16."Platform" means the servers, associated software, and communications facilities maintained by RFM to interconnect with the Aggregator  and/or Mobile Network Operators and to provide the Services.

1.17."Platform Availability" means the proportion, expressed as a percentage, of the Notionally Available Time during which the Platform is Available.

1.18."Premium Rate Message" means a MO Premium Rate Message and/or a MT Premium Rate Message, as defined in the PSMS Terms and Conditions, attached hereto as Service Addendum 1;

1.19."RFM" means Red Fish Media, LLC.

1.20."Services" means the Messaging including the delivery of Content contemplated by the Client Agreement.

1.21."Short Code" means the Network Operators' short code provided  for the receipt of text messages by the Platform..

1.22."Throughput" means the average nun1ber of messages per second the Platfonn  is able to receive from Client (for MT messages) or pass to Client (for MO messages).

2.   General

2.1. RFM will make the Platform available to the Client and will pass messages to and accept messages from the Client, provided they are submitted and received in accordance with RFM's Application Programming  Interface(s) or as specified in the Client Agreement

2.2. RFM will use reasonable efforts to ensure that, during each month:

2.2.1.   the Platform has Platform Availability of 99.9%; and

2.2.2.   Throughput averages 75% or more of the targeted levels specified in the relevant Addendum or 10 messages per second at a minimum, in the calculation of which Excluded Time shall not be counted.

2.3. For the purposes of Section 2.2.1, the Platform will be deemed not available during time other than Excluded Time when the Platform  has either a lower average throughput than the level specified in 2.2.2 above.

2.4. In this Service Level Agreement, Excluded Time means any time during which:

2.4.1.   the Platform is not Available, or access thereto is inhibited, as a result of:

2.4.1. l .Planned Maintenance;

2.4.1.2.Excusable  Circumstances;

2.4.1.3.failure  of, or other problem encountered in relation to, a Client application;

2.4.1.4.suspension  of service  by RFM pursuant to the terms of the Client Agreement; or

2.4.1.5.a substantially equivalent alternative platform is made available by

RFM to the Client..

2.5. Unless Premium Rate Messages, PSMS or other services in which an end-user is charged are specified in the Client Agreement or Service Addendum 1 is annexed hereto and specifies such services, references to Premium Rate Messages or PSMS in this Addendum are informational and of no force and effect.

3.   Failure Classifications

3.l. All Failures shall be reported  by the Client to RFM in accordance with Section 4 of this Service Level Agreement, stating the nature of the Failure and information required for its resolution. For the pmposes of this Service Level Agreement, a Failme will be deemed to have been reported at the earlier of (a) when RFM's Service Desk receives a report of it, either through e-mail or by telephone, or (b) when RFM opens a ticket in the RFM system to track the Failme.

3.2. RFM will classify Failmes as follows:-

3.2.1.   Severity I. Services are totally unavailable across all of the Network Operator Mobile Networks covered by the RFM Services (the 'Aggregated Mobile Networks') as follows:

3.2.1.1.      MO messages not received by Platform from the Aggregated Mobile Networks; or

3.2.1.2.      Platform unable to send messages to the Aggregated Mobile Networks; or

3.2.1.3.       Client is completely unable to connect to Platform by reason of a breach by RFM of the Client Agreement; or

3.2.1.4.      Platform corrupts all messages such that the Services are tmusable through the Aggregated Mobile Networks; or

3.2.1.5.      Other critical faults affecting all messages sent by the Client using the Services.

3.2.2.   Severity II applies only in relation to Premium SMS Services; there are no Severity II Failmes of any other RFM Services. Setvices are totally unavailable on at least one Network Operator Mobile Network, as specified in Severity I above, except that references to Aggregated Mobile Networks there shall be inte1preted as references to such Mobile Network(s) for this purpose.

3.2.3.   Severity III. Services are usable, but either:

3.2.3.1.      MT or MO messages are not delivered in accordance with the Setvice Specification; or

3.2.3.2.       Setvices are unusable by a substantial propmiion  of End-Users on a Network Operator Mobile Network, as specified in Severity I above, except that references to Aggregated Mobile Networks there shall be inte1preted as references to that substantial propmiion ofEnd-Users of such Network Operator Mobile Network for this purpose.

3.2.4.   Severity IV. All Failmes, other than those referred to in Severity I-III above, which result solely from any act or omission on the part ofRFM.

3.3. Failmes will be closed when RFM reasonably determines that closme of the Failme has occurred.

4.   Failure Reporting

4.1. Client shall report Failmes to RFM using the following methods:

4.1.1.   by email to suppmt@redfishmedia.com

4.1.2.   by telephone to 305 538 2731 (mobile and after homs number to be provided)

4.2. RFM will use reasonable efforts to respond to the Target Response Time and Target Maximum Fix Time set out in Section 5 of this Service Level Agreement, by reference to the how·s 06.00 to 22.00 Eastern Standard Time, Monday to Friday, excluding US public holidays.

5.   Target Response & Fix Times

Failure

Severity

Target Response

Time

Target Maximum Fix Time

Progress Reports

I

30 minutes

4 hours

Every 60 minutes until resolution

II

30 minutes

4 hours

Every 4 hours tmtil resolution

III

4 hours

1 day

At resolution  or as agreed for

specific Failure

IV

1 day

5 days

At resolution

5.1 Target Max1mum FIX Trme apphes only to Farlures w1thin the exclus1ve d1rect control ofRFM; no Target Maximum Fix Time shall be deemed to apply to any other types of Failure.

6     Escalation Matrix

 

Severity I

Severity II

Severity ill

Severity IV

Service Desk

Immediate

Immediate

Immediate

Immediate

Level I

Immediate

8 hours

24 hours

5 days

Level II

4 hours

24 hours

2 days

2 weeks

Level III

8 hours

2 days

3 days

n/a

7     Contact Details and  Escalation Paths

 

Technical

Commercial

Level I

Client Services Manager

Account Manager

Level II

VP Operations

VP Accotmt Management

Level III

CTO

VP Sales & Marketing

7.1 The above matrix is followed internally by RFM. If the Client wishes to escalate, the Client must inform the Service Desk or Account Manager who will escalate to the relevant person.

8     Conditions for Throughput

8.1 Throughput  targets (whether specified in this SLA or any Addendum):

8.1.1     are conditional  upon the Client sending and receiving messages at the relevant rate as set forth in the Service Addenda;

8.1.2     for MO Premium and MOnon-Premium services, are conditional upon the relevant Network Operator(s) sending messages to RFM at the relevant rate;

8.1.3     for non-Premium  MT SMS services to non-GSM  networks and MT Premium Rate Messages to any network, Throughput is conditional upon the relevant Network Operator(s) being able to receive messages from RFM at this rate;

8.1.4    refer to the aggregate Throughput for all Services which are the subject of a specific Addendum;

8.1.5     are subject to such conditions as are applied under this SLA; and

8.1.6     apply discretely to the Services which are the subject of any given Addendrun, and are independent of Throughput targets for the Services which are the subject of any other Addendum.

9     Non-PSMS MO messages

9.1 RFM will work with Network Operators with the object of ananging for sufficient capacity in the Network Operator Mobile Networks to meet any agreed MO traffic and message throughput forecasts.

9.2 If so requested by RFM in respect of MO applications expected by either the Client or RFM to exceed 10 messages per second, such forecast will be derived from a capacity model provided by Client and agreed in W1iting by RFM. At the Client's request, RFM will assist in development of such capacity model. If changes to an existing capacity model and/or forecast are agreed between RFM and the Client, then RFM will work with Network Operators to implement the changes which are required as a result as soon as is reasonably practicable.

9.3 RFM will use reasonable endeavors to work with Network Operators with the objective of fixing any problems encotmtered in the receipt of messages by the Platform.

9.4 RFM will use reasonable endeavors to ensure that there is sufficient network capacity for the Platform to receive messages at a Throughput  defined in the relevant Service Addendrun..

10  Maintenance

10.1     RFM may require short periods of unavailability of RFM Services for maintenance reasons and in order to implement changes and upgrades.

10.1.1  RFM will use reasonable efforts to perform  maintenance which may have an adverse effect upon the RFM Services between the hours of 00:00 to 06.00 Eastern Time on Wednesdays.

10.2     In the case of planned maintenance RFM shall provide 48 hours notice whenever reasonably  practicable. In the case of unplanned maintenance RFM shall provide 24 hours notice whenever reasonably practicable, and in the case of emergency maintenance RFM shall provide as much advance notice to Client as is reasonably practicable.

10.3     RFM will use reasonable efforts to give the Client:

10.3.1  at least 2 weeks advanced notice of any changes to the RFM Services which will require the Client to make modifications in how it connects to the Platform; and

10.3.2  advance notice of planned maintenance on Network Operator Mobile Networks, the Client acknowledging that the provision of such notice is conditional upon RFM itself being provided with notice from the relevant Network Operator(s).

10.4     RFM shall use its reasonable efforts to conduct maintenance under this paragraph so as to minimize adverse impact on Clients.

11  Termination conditions

11.1     The following shall constitute events giving rise to a right of the Client to terminate this Agreement pursuant to the Client Agreement

11.2     more than 3 Severity I Failures are properly reported by the Client; or

11.3     more than 5 Severity II Failmes are properly repmted which adversely affect at least 25% ofthe Client's messages sent llllder the relevant Services.