Exhibit 10.31
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
ADDENDUM
This Addendum (the "Addendum"), dated as of SEPTEMBER 1, 2004 (the
"Effective Date"), amends and supersedes certain of the provisions of the (1)
Akamai Microsoft Non-Standard Services Agreement Terms & Conditions (the "Terms
& Conditions") entered into by and between Akamai Technologies, Inc. ("Akamai")
and Microsoft Corporation ("Microsoft"), dated as of June 29, 2000; and (2) the
Akamai FreeFlow Services Order Form entered into by the parties as of September
1, 2003 (the "Existing Order Form") and the Addendum thereto also dated as of
September 1, 2003 (the "Existing Addendum" and, together with the Existing Order
Form, the "Existing Order"). Unless otherwise defined herein, all capitalized
terms used herein shall have the meanings assigned to such terms in the Terms &
Conditions.
NOW, THEREFORE, the parties hereby agree as follows:
1. This Addendum shall supersede and replace the Existing Order
effective as of the Effective Date. Unless otherwise agreed by the
parties, the rates set forth herein shall apply to any use of the
identified Akamai Services by a Microsoft Web property ("Property").
Except to the extent modified hereby, all orders for Akamai Services
currently in effect by Microsoft shall continue in full force and
effect.
2. The Akamai Services that Microsoft and its Affiliates (as defined
below) may utilize hereunder are the following:
a. Web Site Delivery - for the delivery of HTTP content and SSL
objects.
b. Software Downloads - for use in connection with Microsoft's
"Foreground Software Delivery"
c. Streaming - in both VOD and live formats
d. FirstPoint
e. Various Advanced Features identified below
For purposes of this Addendum, "Affiliate" shall mean any entity now
or hereafter directly or indirectly controlling or controlled by or
in common control with a party, where "control" is defined as the
ownership of at least 50% of the equity or beneficial interest of
such entity or the right to vote for or appoint a majority of the
board of directors or other governing body of such entity, and any
other entity with respect to which party (i) sold a majority
interest and retained at least 10% ownership of the equity or
beneficial interest of such entity and (ii) has management or
operational responsibility (including the authority to act on behalf
of and legally bind such entity) (collectively "Management or
Operational Responsibility") provided that such entity shall be
deemed to be an Affiliate only so long as such "control" exists or
party has Management or Operational Responsibility for such entity.
For the avoidance of doubt, this Addendum shall not apply to any
affiliates of Microsoft Affiliates.
1
3. Use of the Web Site Delivery Service will be subject to the
following terms and pricing:
a. Permitted Content Types. The Web Site Delivery Service may be
used to provide delivery of Web content on any Microsoft Web
property ("Property"), including the Microsoft.com domain,
international variants thereof operated by Microsoft and its
Affiliates, and any MSN properties. Each Property will be
assigned one or more separate Akamai Content Provider (CP)
Codes, consistent with the past practices of the parties.
b. Usage Rates. Usage rates for Web Site Delivery will be as
follows:
Domestic: $[**]/Mbps
EMEA: $[**]/Mbps
Asia/ROW: $[**]/Mbps
For purposes of the above rates:
- Usage will be billed monthly at 95th percentile of usage
or uncompressed equivalent as measured by Akamai over
five minute intervals for each CP Code ("95/5"). All
measurements will be taken regionally using separate
95/5 measurements.
- Regions will be determined based on whether Customer
Content is served to end users in (i) the United States
and Canada ("Domestic"), (ii) Europe, Middle East and
Africa ("EMEA"), or (iii) Asia or the rest of the world
("Asia/ROW").
- Any monthly usage in excess of two times the 95/5 for a
particular Property (CP Code) will be charged at the
rate of $[**] per GB delivered. Such "superbursting"
charges for any Property that total less than $[**] in
any month will be waived.
c. Integration Fees. Basic integration services will be performed
by Akamai on a Property for a flat fee of $[**] per
integration. Such fee will be waived for any Property
committing to deliver at least [**] Mbps per month.
d. Service Level Agreement. Web Site Delivery Services will be
provided in accordance with the Service Level Agreement
attached as Exhibit A.
4. Use of the Software Downloads Delivery Service will be subject to
the following terms and pricing:
a. Permitted Content Types. The Software Downloads Delivery
Service may be used to provide delivery of software downloads
on any Property, including the "Windows Update" site and the
"Download Center". Each Property will be assigned one or more
separate CP Codes, consistent with the past practices of the
parties.
b. Usage Rate. The usage rate for Software Downloads Delivery
will be $[**]/Mbps, and a single global 95/5 measurement will
be taken for each CP
2
Code. Any monthly usage in excess of two times the 95/5 for a
particular Property (CP Code) will be charged at the rate of
$[**] per GB delivered. Such "superbursting" charges for any
Property that total less than $[**] in any month will be
waived.
c. Integration Fees. Basic integration services will be performed
by Akamai on a Property for a flat fee of $[**] per
integration. Such fee will be waived for any Property
committing to deliver at least [**] Mbps per month.
d. Service Level Agreement. Software Downloads Delivery Services
will be provided in accordance with the Service Level
Agreement attached as Exhibit A.
e. Ability to Redirect. [**] will be [**], as specified [**] will
be [**] in response to [**]. For example, [**] in response to
[**].
5. Use of the Streaming Service will be subject to the following terms
and pricing:
a. Permitted Content Types. The Streaming Services may be used to
provide delivery of streaming content on any Property. Each
Property will be assigned one or more separate CP Codes,
consistent with the past practices of the parties.
b. Usage Rates. Usage rates for Streaming will be as follows:
Domestic: $[**]/Mbps
EMEA: $[**]/Mbps
Asia/ROW: $[**]/Mbps
For purposes of the above rates:
- Usage will be billed monthly at 95th percentile of usage
or uncompressed equivalent as measured by Akamai over
five minute intervals for each CP Code ("95/5"). All
measurements will be taken regionally each month using
separate 95/5 measurements.
- Regions will be determined based on whether Customer
Content is served to (i) Domestic end users, (ii) EMEA
end user, or (iii) Asia/ROW end users.
- Any monthly usage in excess of two times the 95/5 for a
particular Property (CP Code) will be charged at the
rate of $[**] per GB delivered. Such "superbursting"
charges for any Property that total less than $[**] in
any month will be waived.
c. Integration Fees. Basic integration services will be performed
by Akamai on a Property for a flat fee of $[**] per
integration. Such fee will be waived for any Property
committing to deliver at least [**] Mbps per month.
d. Service Level Agreement. Streaming Services will be provided
in accordance with the Service Level Agreement attached as
Exhibit A.
6. Use of FirstPoint will be subject to the following terms and
pricing:
3
a. Flat Fee. Microsoft will be charged a fee of $[**] for the 12
months of the Term for its use of FirstPoint. Such fee will be
billed monthly on a pro-rated basis.
b. Limitations. Use of FirstPoint will be limited to
[**]hostnames and no more than [**] datacenters per hostname.
The current deployment of FirstPoint agents will be utilized.
c. Integration. Basic integration services will be performed by
Akamai on hostnames for no additional charge.
d. Service Level Agreement. The FirstPoint Service will be
provided in accordance with the Service Level Agreement
attached as Exhibit A.
7. Microsoft Properties may make use of the following Akamai features
subject to the indicated terms and pricing:
a. SureRoute
- $[**] per month per hostname. Such fee will be waived
for any Property committing to deliver at least [**]
Mbps per month, or in such other circumstances as Akamai
may determine in its discretion.
- All edge egress and midgress usage will be charged at
standard Web content delivery rates set forth above.
- Basic integration services will be performed by Akamai
on a Property for a flat fee of $[**] per integration.
b. SiteShield
- $[**] per month per Property per data center.
- All usage will be charged at standard Web content
delivery rates set forth above.
- Usage of EdgeSuite and a [**]-month minimum contract
commitment is required. No temporary activations will be
permitted.
- Basic integration services will be performed by Akamai
on a Property for a flat fee of $[**] per integration.
c. Edge Side Includes
- Includes access to page assembly features, ESI version
[**].
- Usage based rate of $[**] per million transactions per
month.
- Basic training and integration services will be
performed by Akamai on a Property for a flat fee of
$[**] per integration.
d. Additional Advanced Features
- Includes the following features:
- Access Control (Streaming Authentication, HTTP
Authorization, Request Blocking or Edge/Origin
Authentication)
- Edge Logging
- Advanced Cache Control
- Site Failover
- $[**] per feature per month per Property. One feature
fee will be waived for a Property for each [**] Mbps per
month that such Property has committed to deliver.
4
- Basic training and integration services will be
performed by Akamai on a Property for a flat fee of
$[**] per integration.
- Akamai agrees to provide custom pricing quotations for
custom feature bundles upon request.
e. Additional Professional Services
- Additional Akamai Professional Services required beyond
any of the basic integration services identified in this
Addendum will be negotiated by the parties on a case by
case basis.
8. The "Term" of this Addendum will be for 12 months commencing on the
Effective Date. For purposes of clarification, the parties
acknowledge that the 60 day termination without penalty provision
pertaining to certain Akamai Services set forth in Section 8.2 of
the Terms and Conditions does not apply to any of the Services for
which Microsoft is contracting hereunder.
9. During the last month of the Term of this Addendum (i.e., during
August 2005), the parties will negotiate in good faith any
appropriate modifications to the pricing or the Service Level
Agreement set forth herein that would extend to another Term. In the
event that the parties agree upon modified pricing or Service Level
Agreement terms, or alternatively agree that no price or Service
Level Agreement modifications are necessary, they shall execute
appropriate documentation and the usage commitments set forth herein
shall continue under any renewal Term except to the extent otherwise
agreed to by the parties in such documentation. If the parties are
unable to reach agreement on pricing terms or the Service Level
Agreement during such negotiation period then Microsoft may, by
providing written notice to Akamai prior to September 1, 2005,
convert the Term of this Addendum so that Microsoft's spending
commitment hereunder as described in Section 10 is reduced by 50%,
and thereunder shall continue on a month-to-month basis subject to
termination by either party without penalty by delivery of a written
notice of termination to the other party at least 10 days prior to
the first day of the following month.
10. Microsoft hereby commits to spend during the Term a minimum of $[**]
and $[**] on combined purchases of Web Site Delivery Services and
Software Downloads Delivery Services, as described above. If at the
end of any [**] Microsoft's usage of Web Site Delivery Services and
Software Downloads Delivery Services is less than the above
committed amount (a "Shortfall"), then Akamai will invoice Microsoft
for the Shortfall. No Shortfall amount will be entitled to any
carry-forward, carry-back or future offset and, no Shortfall amount
paid or payable by Microsoft to Akamai pursuant to this Section may
be applied to cover any incremental amount owed by Microsoft to
Akamai for use of any other service that exceeds a given minimum
usage commitment for that service.
11. Akamai has implemented a corporate security policy that is based on
the ISO 17799 standard and is substantially equivalent to the MSN
Security Policy (version 7.00 revised 1/31/03) provided to Akamai.
Akamai will undergo an annual assessment in accordance with ISO
17799 by a 'big four' consulting firm or a reputable equivalent
thereto (currently PricewaterhouseCoopers), in either case as
selected by Akamai. The costs of the assessment, including without
limitation all fees charged by such
5
consultants and all costs and expenses incurred by Akamai in
connection with such assessment, shall be borne by Akamai. An
executive summary and a formal attestation by the consultant will be
made available for Microsoft's review. Microsoft acknowledges that
all information relating to the assessment, including the report
with respect thereto, the executive summary and the formal
attestation, shall constitute confidential information subject to
the non-disclosure provisions of the Terms & Conditions.
Akamai shall permit Microsoft to review the initial assessment. In
the event that Microsoft in its reasonable discretion is not
satisfied with the initial assessment because it shows substantial
noncompliance with the ISO 17799 standard, then Microsoft may
terminate without penalty this Addendum and the New Order Form by
written notice delivered to Akamai within five (5) days of the last
signature on this Addendum. In the event of a termination by
Microsoft pursuant to the foregoing sentence, the parties shall
automatically revert to the Original Order Form, as amended by the
Addenda.
With respect to any future assessment made available for review
annually by Akamai to Microsoft, in the event that Microsoft in its
reasonable discretion is not satisfied with such assessment because
it shows a material decrease in compliance with the ISO 17799
standard compared with the prior year, then Microsoft shall so
notify Akamai within fourteen (14) days after receipt of the annual
assessment and the parties will negotiate in good faith with the
goal of developing an action plan designed to address any agreed
upon deficiencies. In the event that the parties are unable to reach
agreement on such an action plan then Microsoft may terminate
without penalty this Addendum and the New Order Form by written
notice delivered to Akamai within 30 days after Microsoft's initial
notice regarding non-compliance.
Akamai will promptly notify a designated Microsoft security contact
of any security breach or similar incident that has, or might have,
compromised the privacy or security of any Microsoft end-user
personally identifiable information in Akamai's possession. In such
event, Akamai will keep Microsoft updated as to the steps being
taken to alleviate any continued threat to the privacy or security
of such information as well as any actions being taken to prevent
foreseeable future incidents.
The parties acknowledge that Akamai currently does not transmit any
end-user personally identifiable information on behalf of Microsoft.
To the extent that Microsoft desires to have Akamai transmit any
such information in the future it will so notify Akamai and the
parties will discuss and agree on any appropriate security
precautions that may be needed with respect to such information.
6
IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have caused this Amendment to be duly executed and delivered by their
respective duly authorized officers as of the date and year first above written.
Agreed and Accepted: Agreed and Accepted:
AKAMAI TECHNOLOGIES, INC. MICROSOFT CORPORATION
By: /s/Mike Carlson By: /s/Steven A. Ballmer
---------------------- ----------------------
Name: Mike Carlson Name: Steven A. Ballmer
Title: Regional Manager Title: CEO
Date: 9/13/2004 Date: 09/29/04
7
EXHIBIT A
SERVICE LEVEL AGREEMENT
I. General
a. The Service Level Agreement ("SLA") provisions in this Exhibit
A will apply to each Microsoft property executing an order
form with Akamai. Each SLA will be measured, and credit
amounts calculated, on a property by property basis.
b. Microsoft will be responsible for activating the SLA
measurement by entering an appropriate test object in the
Akamai customer portal (http://control.akamai.com).
c. Testing for the purposes of measuring compliance with the SLA
will be done using Akamai's testing network, except as
otherwise noted below. Data from such testing will be made
available to both parties. In the event that a third party is
used for testing, any identified SLA violation must be
validated by Akamai's logs which will be provided to Microsoft
for review. Microsoft will provide prompt notification (within
five (5) days of an incident) to Akamai of any SLA violation
detected.
d. Akamai will not be responsible for any failure to meet Service
levels resulting from any negligent or willful act or omission
by Microsoft.
e. In the event that Microsoft's total fees for Services is less
than $[**] in any [**], this SLA will no longer apply and the
standard Akamai SLAs will be in force.
II. HTTP Service Level Agreement (EdgeSuite Delivery)
a. HTTP Service levels will be monitored using two methods:
Akamai's internal Akanote System, and third party testing
performed by [**], as follows:
i. Akamai's Internal Monitoring will be the initial
point of reference. In the event that Akamai's
monitoring indicates the service levels that they
are monitoring have not been met, then such
results will be definitive and there will be no
need to consult the [**] results. In no event will
reference to the two testing methodologies result
in duplicate credits being given or SLA violations
otherwise being double counted with respect to any
particular incident.
ii. In the event that the [**] results indicate that
the service levels that such tests are monitoring
have not been met, then Microsoft will promptly
notify Akamai of such fact and the parties will
consult Akamai's internal testing logs for the
relevant time period. If such logs do not confirm
the service level failure identified by the [**]
testing, then Microsoft has the option to engage
[**]) for additional log analysis or no SLA
violation will be deemed to have occurred. If
based on the additional log analysis Microsoft,
Akamai and [**] are not able to mutually agree
that there was a SLA violation, no SLA violation
will be deemed to have occurred.
iii. For purposes of conducting the [**] tests
hereunder, Microsoft will be responsible for the
costs associated with, and coordinating the
execution of, such testing with the third party
vendor. However, Akamai will be provided with
access to the relevant testing account to enable
Akamai to track the testing hereunder and
investigate any potential performance issues.
8
b. Akamai Internal Monitoring
i. Service Levels
1. 100% Uptime - The Service will serve content 100%
of the time. 100% uptime is defined as no Outages
during a 24 hour period.
2. Measurable Performance Enhancement - The Service
will serve content [**] than the Customer's web
site when excluding DNS lookup times. (i.e., after
excluding DNS lookup times for all requests, the
time required to get the file from the origin
server will be [**] the time required to get the
file from the Akamai Network).
ii. Monitoring Methodology
1. From at least [**] geographically and network
diverse locations in major metropolitan areas,
Akamai will simultaneously poll a test file
residing on the Customer's production servers and
on Akamai's network.
2. The polling mechanism will perform two (2) [**]
GET operations:
a. One GET operations will be
performed to retrieve the file
directly from the origin servers
(e.g. http://origin.customer.com/
testobject.gif), or via an Akamai
SiteShield region if the Microsoft
property is using the SiteShield
feature.)
b. One GET operation will be performed
to retrieve the file via the
Service, by requesting the object
from an appropriate Microsoft
hostname CNAME'd to Akamai (e.g.
http://www.customer.com/testobject.
gif where www.customer.com is
CNAME'd to Akamai and configured to
pull content from origin.customer.
com)
3. Polling will occur at approximately [**] minute
intervals.
4. Raw data will be trimmed once per day to eliminate
any measurements that came from an agent
experiencing technical problems during the
measurement period.
5. The test file will meet the following criteria:
a. The Akamaized test object will have
a TTL of 2 hours or greater.
b. The test content will be a file of
approximately 10 KB in size.
c. The test object will be a live
object in regular use on the
property being tested.
9
iii. Performance Metric
1. The Performance Metric will be based on a daily
average of performance for the Service and
Microsoft's production web server (measured
directly, or via a SiteShield region if
applicable), computed from data captured across
all regions and hits.
2. A Performance Credit will be awarded if on a given
day the Akamai daily average time when compared to
Microsoft's daily average time does not provide
the Measurable Performance Enhancement defined in
the relevant Service Level.
iv. Outage Metric
1. An Outage will be defined as a [**]minute or more
period of consecutive failed attempts by at least
a single agent to GET the test file from the
Service while succeeding to GET the test file from
Microsoft's web site (refer to Monitoring
Methodology above.)
2. One Outage Credit will be awarded for [**] that
experiences an Outage.
c. [**] Testing
i. Service Levels
1. 100% Uptime - The Service will serve content 100%
of the time. 100% uptime is defined as no Outages
during a 24 hour period.
2. Measurable Performance Enhancement - The Service
will serve content [**] the file from the Akamai
Network).
ii. Monitoring Methodology
1. Microsoft will select from [**] list of standard
groups of agents that are generally commercially
available and that have at least [**]
geographically and network diverse locations in
major metropolitan areas, [**] agents will poll a
test file residing on the Customer's production
servers and if the Customer's production server
succeeds [**] poll a test file residing on
Akamai's network.
2. The polling mechanism will perform two (2) GET
operations:
a. One GET operations will be
performed to retrieve the file
directly from the origin servers
(e.g. http://origin.customer.com/
testobject.gif), or via an Akamai
SiteShield region if the Microsoft
property is using the SiteShield
feature.)
b. One GET operation will be performed
to retrieve the file via the
Service, by requesting the object
from an appropriate Microsoft
hostname CNAME'd to Akamai (e.g.
http://www.customer.com/testobject.
gif where
10
www.customer.com is CNAME'd to
Akamai and configured to pull
content from origin.customer.com)
3. Polling will occur at a frequency of not less than
every [**] minutes.
4. Raw data will be verified at least daily to
eliminate any measurements that came from an agent
experiencing technical problems during the
measurement period.
5. The test file will meet the following criteria:
a. The Akamaized test object will have
a TTL of 2 hours or greater.
b. The test content will be a file of
approximately 10 KB in size.
c. The test object will be a live
object in regular use on the
property being tested.
iii. Performance Metric
1. The Performance Metric will be based on a daily
average of performance for the Service and
Microsoft's production web server (measured
directly, or via a SiteShield region if
applicable), computed from data captured across
all regions and hits.
2. A Performance Credit will be awarded if on a given
day the Akamai daily average time when compared to
Microsoft's daily average time does not provide
the Measurable Performance Enhancement defined in
the relevant Service Level.
iv. Outage Metric
1. An Outage will be defined as the occurrence of
either of the following during any [**] minute
testing interval: (A) [**] the total [**] agent
requests during such period result in a failure to
GET the test file from the Service while
succeeding during the same request to GET the test
file from Microsoft's web site (refer to
Monitoring Methodology above); or (B) [**] agents
fail to have any successful GETs of the test file
from the Service while succeeding in the same
request to GET the test file from Microsoft's web
site (refer to Monitoring Methodology above).
2. One Outage Credit will be awarded for [**] that
experiences an Outage.
III. Streaming Service Level Agreement
a. Service Levels applicable to VOD streaming only
i. 100% Uptime - The Service will serve content 100% of the time.
100% uptime is defined as no Outages during a 24 hour period.
ii. Start-Up Time - Average Start-up time will be less than [**].
Start-up Time is defined as the time between the initial
submission of the target URL to the
11
Windows Media Player and the beginning of the playback, and
includes the connect time and the initial buffer time.
iii. Rebuffering - Rebuffering will be less than [**] of total
playing time. Rebuffering is defined as the sum of all time
spent rebuffering after the initial rebuffering period.
b. Monitoring Methodology
i. Microsoft will contract with [**] to perform the monitoring
defined herein. Microsoft will be responsible for the cost of
this testing and for coordinating execution of the testing
with [**], but will provide Akamai with access to the relevant
testing account to enable Akamai to track the testing
hereunder and investigate any potential performance issues.
ii. The polling mechanism will request the test file from the
Service.
1. Polling will occur at approximately [**] minute
intervals.
2. Each test request will last 60 seconds during
which time various measurements are colleted to
determine performance under the service
commitments described above.
3. Raw data will be verified at least daily to
eliminate any measurements that came from an agent
experiencing technical problems during the
measurement period.
iii. The test file will meet the following criteria:
1. The Akamaized test object will have a TTL of 2
hours or greater.
2. The file storage location will be mutually agreed
to by Microsoft and Akamai, but such approval will
not be unreasonably withheld.
3. The file will be a Windows Media VOD file.
4. The encoding parameters of the file must be
mutually agreed to by Microsoft and Akamai, but
such approval will not be unreasonably withheld.
c. Start-Up Metric
i. The Start-Up time will be calculated as an average of all
measurements taken in a day
ii. A Performance Credit will be awarded if on a given day the
average Start-Up time exceeds the Service Level agreed to in
the SLA.
d. Rebuffering Metric
i. The Rebuffering time will be calculated as an average of all
measurements taken in a day.
ii. A Performance Credit will be awarded if on a given day the
average Rebuffering time exceeds the Service Level agreed to
in the SLA.
12
e. Outage Metric
i. An Outage will be defined as [**] consecutive failed
measurements [**].
ii. One Outage Credit will be awarded for [**] that
experiences an Outage.
IV. Storage Service Level Agreement
a. Service Levels
i. 100% Uptime - The Service will serve content 100% of the
time. 100% Uptime is defined as no Outages in a 24 hour
period.
ii. No Loss of Content - Microsoft content will be protected
from loss once such data has been successfully uploaded
into the Akamai Storage System; provided, however, that
Akamai will not be responsible for any loss of Microsoft
content due to actions or inactions of Microsoft
iii. Instantaneous Expansion - Microsoft may expand the
volume of Microsoft content stored via the Service at
anytime by up to [**] within any given 30 day period.
b. Monitoring Methodology
i. From at least [**] geographically and network diverse
locations in major metropolitan areas, Akamai will
simultaneously poll a test file residing on the
Customer's production servers and on Akamai's network
ii. The polling mechanism will perform a GET operation for a
test file stored on Akamai NetStorage:
1. Polling will occur at approximately [**]
minute intervals.
2. Raw data will be trimmed once per day to
eliminate any measurements that came from an
agent experiencing technical problems during
the measurement period.
iii. The test file will meet the following criteria:
1. The Akamaized test object will have a TTL of
0 to ensure that requests are passed through
the EdgeSuite network to NetStorage.
2. The test content will be a file of
approximately 10 KB in size.
c. Expansion Metric
i. A Performance Credit will be awarded for [**] that
Microsoft is unable to store content on the Service
after all required notifications have been provided.
d. Outage Metric
i. An Outage will be defined as a [**]minute or more period
of consecutive failed attempts by at least a single
agent to GET the test file from the Service.
ii. One Outage Credit will be awarded for [**] that
experiences an Outage.
13
V. FirstPoint Service Level Agreement
a. Service Levels
i. 100% Uptime - The Service will have no Outages in
a 24 hour period.
b. Monitoring Methodology
i. From at least [**] geographically and network
diverse locations in major metropolitan areas,
Akamai will make a request to the hostname CNAME'd
to Akamai's FirstPoint Service.
ii. Polling will occur at approximately [**]
intervals.
iii. Raw data will be trimmed once per day to eliminate
any measurements that came from an agent
experiencing technical problems during the
measurement period.
c. Outage Metric
i. An Outage will be defined as a [**]minute or more
period of consecutive failed attempts by at least
a single agent to satisfactorily resolve to a live
Microsoft IP address.
ii. One Outage Credit will be awarded for [**] that
experiences an Outage.
VI. Remedies
a. Credit Amounts
i. Performance Credit - a Performance Credit will be
equal to [**] fees calculated as a percentage of
the "CIR" for that property for the affected
service only. The "CIR" will be defined as the
daily minimum committed fees (pro-rated on the
basis of the [**] committed level, which ever is
greater) for a particular property and a
particular service and will be calculated as
either (a) the CIR of that property for the
affected service based on an order form or
amendment or other written agreement entered into
directly with the property or (b) if no order form
or other written agreement with a separate minimum
commitment applies to a particular property's use
of a particular service, then the CIR for that
property will be deemed to be a proportional
amount of the [**] CIR (which ever is greater)
applicable to all Microsoft properties not subject
to a separate minimum commitment, if any,
calculated as the percentage of fees for the
affected Service represented by that property (as
a percentage of total Microsoft fees for the
affected Service for Microsoft properties not
subject to a separate commitment) times the [**]
CIR (which ever is greater) entered into by
Microsoft for the affected Service. If the
foregoing calculation would result in a particular
Microsoft property having a CIR of zero for a
particular service, then the Performance Credit
for such property for such service will be equal
to [**] of the total fees due by that property in
respect of such service during the impacted month.
ii. Outage Credit - an Outage Credit will be equal to
[**] fees calculated as a percentage of the "CIR"
for that property for the affected service only.
The
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"CIR" will be defined as the daily minimum
committed fees (pro-rated on the basis of the [**]
committed level, which ever is greater) for a
particular property and a particular service and
will be calculated as either a) the CIR of that
property for the affected service based on an
order form or amendment or other written agreement
entered into directly with the property or b) if
no order form or other written agreement with a
separate minimum commitment applies to a
particular property's use of a particular service,
then the CIR for that property will be deemed to
be a proportional amount of the [**] CIR (which
ever is greater) applicable to all Microsoft
properties not subject to a separate minimum
commitment, if any, calculated as the percentage
of fees for the affected Service represented by
that property (as a percentage of total Microsoft
fees for the affected Service for Microsoft
properties not subject to a separate commitment)
times the [**] CIR (which ever is greater) entered
into by Microsoft for the affected Service. If the
foregoing calculation would result in a particular
Microsoft property having a CIR of zero for a
particular service, then the Outage Credit for
such property for such service will be equal to
[**] of the total fees due by that property in
respect of such service during the impacted month.
b. Service Credits
i. Each property entitled to receive a credit under
this SLA will receive a Service Credit on the
invoice for the impacted month.
ii. The Service Credit will be equal to the sum of the
Performance Credits for the preceding month and
the sum of the Outage Credits for the preceding
month (one Outage Credit being awarded for each
hour or fraction thereof.)
iii. For any given property that has a CIR as
determined above, the Service Credit may not
exceed 30 days of fees attributable to such
property as calculated under "Performance Credit"
above. For any given property that has a CIR equal
to zero as determined above, the Service Credit
may not exceed [**] of the total fees due by that
property in respect of such service during the
impacted month.
iv. Except with respect to the termination rights
below, the Service Credit will be Microsoft's sole
remedy for any service outage or other failure to
meet a defined SLA.
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c. Termination
Microsoft will have the right to terminate its commitment to
purchase a particular affected Service (whether reflected in
an Order Form, Addendum or otherwise) on 15 days written
notice if failure to achieve the Service Levels for such
affected Service occurs [**] times in a thirty day period or
[**] times in a sixty day period; provided, however that such
notice must be delivered within 30 days of the date on which
the last failure occurred.
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