Service Level Agreement

INTRODUCTION
This Service Level Agreement (SLA) defines the services, primary jobs, and responsibilities of each party; the methods for delivery of support services; the process for problem resolution; the limitations of service support levels, and the anticipated frequency and measurements (metrics) that will be applied against specific systems/projects. The measurements determine performance and reliability impact (whether performance meets or exceeds expectations). These measurements have been reviewed by the management of both parties to ensure that performance is maintained within the range of stated goals.

Agreement
This agreement is entered into by the subscribing party, hereinafter referred to as the client and Spacial Audio Solutions/Spacialnet Services herein after referred to as SPACIALNET. This agreement is subject to all applicable local, state, govermental and international policies and provisions whether or not expressly stated as part of this agreement.

Purpose and Objectives
The purpose of this SLA is to define the terms and process for subscribing to the Spacialnet Streaming Media Services: Webcasting, Live broadcasting, On-demand and DualCast hosting services.

The objectives of these services are:

Definition of Terms and Acronyms
In this document, the following terminology and acronyms are used:

Spacialnet
SPACIALNET is a subsidiary of Spacial Audio Solutions, LLC - a provider of Stream Hosting and Webcast services/solutions.
Client
The client is the recipient of services provided under this SLA.
Web
The World Wide Web = Internet.
Browser
A software program used for Internet access, such as Netscape or Internet Explorer.
IP
Internet Protocol, the technical platform for digital transmission over the Internet.
FTP
File Transfer Protocol, the standard Internet platform for managing digital files.
LAN
Local Area Network. Unless LAN service is provided by SPACIALNET, the LAN is a solely client's responsibility.
WAN
Wide Area Network, linking LANs together. Unless WAN service is provided by SPACIALNET, the WAN is the responsibility of the client's commercial Internet Service Provider.


SERVICE DESCRIPTIONS
Streaming media refers to the synchronized broadcast of live and or stored audio/video content over an IP network. Delivery takes place through a web site and or server and is accessible to any computer that has an Internet connection and the appropriate hardware and software. Content may be simulcast "live" or "archived" (saved) to a server, so that listeners and or viewers can access it later on demand. Streaming delivery (playback) of both generally begins in seconds with the click of a link, without having to download a file.

SPACIALNET Streaming Media Services provide practical, time-saving, and cost-effective solutions. These solutions allow such content to be made available to much larger audiences, to be viewed/heard at any time at the individual's convenience, and or to be stored indefinitely (for on-demand content) for reference purposes.

Three (3) Spacialnet services are described in this SLA: "Live Streaming" service for live broadcasts; the "On-Demand Streaming" Hosting service for non-real-time storage and "DualCast Streaming" which mixes both. These are recurring services with a monthly minimum. The current "Live Streaming" Webcasting and "On Demand Streaming" Hosting services and "DualCast Streaming" are available on a monthly basis recurring at current rates/fees/costs in "US Dollars" noted on the Spacialnet.com website.

Certain "basic" system requirements are necessary for listeners/viewers who wish to access live webcasts and or on-demand hosted content. They must have a computer with Internet access, a web browser (the latest versions of Netscape, Firefox or Microsoft Internet Explorer are recommended), a sound card, speakers, and media players not limited to but including Winamp, Windows Media Player or Real Player software. (Windows Media Player is standard software on most recent Windows operating systems). Most all mentioned players are available for free download at their respective sites.

*Spacialnet will assume no responsibility related to end point hardware or software incompatibility and or to network elements that are not under Spacialnet control. (i.e. listener/viewer's LAN, WAN, Router, Firewall, etc).

"Live" Webcasting Service
This monthly-recurring service permits the streaming of real-time or "Live" content to individual and or multiple listeners and or locations simultaneously. Services for multiple bitrate and file format combinations are offered (specifically, Windows Media, MP3, mp3PRO, aacPLUS, NSV)

Current fees/rates are available at pricing provided on spacialnet.com. Encoding at (1) "Single" or individual bitrate allows individual end points (listeners/viewers) to connect and participate at that one specific bitrate/speed connection quality.
Encoding at multiple rates allows individual end points (listeners) to connect and participate at different speeds/connection qualities according to their degree of Internet access. Live streaming is especially suitable for large interactive and non-interactive applications, such as the broadcast of full-time Radio Station, Live Event/Concert or a simple conference session. A live webcast can be integrated with other Spacialnet services, such as archiving for "on-demand" usage. (See "DualCast Streaming") These are additional services to which the client must also subscribe.

*The basic requirement for a live webcast/broadcast requires some means of pointing or connecting the client's desired choice of "Encoded" source feed (i.e. Windows Media, mp3, mp3PRO, aacPLUS, NSV) to the assigned SPACIALNET service. For more information or to acquire Spacialnet's "preferred" Broadcast tools/applications to accomplish that, please visit http://spacial.com

The "Live Streaming" Service is available on a monthly-recurring basis based on the current fees/rate provided at http://www.spacialnet.com/streamhosting/ with one month as the "standard" minimum time period that may be subscribed. "Statistics" can be provided with this service for a small additional fee.

"On-Demand" Service
This monthly-recurring service is for clients who wish to maintain pre-recorded digital media files for streaming "on-demand". The encoded content is stored for a specified period of time on a SPACIALNET provided server. A link is provided to the client's for direct usage on their web site or to direct to a media player.

Dependent on your number of purchased "concurrent listeners", "disk space" used and or amount of "data transfer" allocated/used, any number of simultaneous viewers can access a hosted file at any time, 24 hours a day. Hosted content can be created, uploaded via FTP individually or as multiple client defined files and or "play lists" which can also be set to be looped and content can set to be paused, stopped, or fast-forwarded during playback. The "On-Demand" Service is available on a monthly recurring basis based on the current fees/rate provided at http://www.spacialnet.com/streamhosting/ with one month as the "standard" minimum time period that may be subscribed. "Statistics" can be provided with this service for a small additional fee.

"DualCast Streaming" Service
This service offers a combination of "BOTH" Live Streaming and ON-Demand, (See Above!). The "DualCast" Service is available on a monthly-recurring basis based on the current fees/rate provided at http://www.spacialnet.com/streamhosting/ with one month as the "standard" minimum time period that may be subscribed. "Statistics" can be provided with this service for a small additional fee.

Additional Service/Pricing
NOTE: Spacialnet can and does offer "Special Pricing" and or "Discounts" on (1) One-time events and or for large capacity clients. Please contact us via e-mail, or call (514) 587-6645 during business hours M-F, 9am-6pm CST to enquire and or receive a quote specific to your needs.

SPACIALNET AND CLIENT RESPONSIBILITIES

Spacialnet Responsibilities

Spacialnet agrees to:
Client Responsibilities

The client agrees to:

SUBSCRIBING TO SERVICES

Inquiries and Demonstration
Potential clients should generally need only follow the simple sign-up procedure provided direct on and from www.spacialnet.com or if further questions or client request "Special Needs", then please visit the SPACIALNET Customer Support Center, http://www.spacialnet.com/contact.html, to inquire about any Streaming Media Service. A Spacialnet staff member will be happy to discuss your requirements in greater detail. There is no cost or obligation for this inquiry.

Rates
Rates for Streaming Media Services are clearly defined on the Spacialnet website, specifically - http://www.spacialnet.com/streamhosting/. These rates are subject to change and may be updated if 30-days notice is given. For subscription purposes, a year is defined as a 365-day-period that starts on the date of initiation of service (for example, March 3, 2005, through March 2, 2006). A month is defined as a 28-to-31 day period that starts on the date of initiation of service (for example, March 3, 2006, through April 2, 2006). A week is defined as a seven-day period that starts on the date of initiation of service (for example, Wednesday, March 3, 2006, through Tuesday, March 9, 2006).

Ordering
This SLA and the SPACIALNET Services request "Clickwrap" Form are available directly on the SPACIALNET Web Site (www.spacialnet.com). Also, if required/requested there is a "Streaming Services Signature Form" provided at end of this SLA agreement as well as a Printable/Faxable SPACIALNET Services Request Form. This form should be used ONLY if providing information and or making transactions via the Internet is not conducive to your specific needs.

While in most cases Client account creation and activation are generally almost immediate, due to varying payment scenarios (such as E-check, bank/wire transfer, "Snail-mailed" checks, money orders, etc) - SPACIALNET reserves right to require up to five days' notice for the initiation of a new service or for an additional subscription/upgrade to an existing service.

Since "Large-Capacity" or "Specialized" live streaming events may require considerable advance planning, it is recommended that inquiries and or orders be submitted in a timely fashion to ensure adequate support and preparation.

This SLA will remain in force during the fiscal year in which it is executed. It covers all of the current listed services during this period.

Accounts
All SPACIALNET stream hosting accounts and their associated services must be managed by client within the SpacialNet member section via Web Browser. To become a member, all clients will have needed to complete the simple Spacialnet member registration form located - http://www.spacialnet.com/broadcasters/signup.html. There is NO cost and or Purchase obligation to be a SPACIALNET member but it is required prior to purchase of services. If you already maintain a SpacialNet member account, login is with your current Username & Password. Spacialnet securely provides its entire stream hosting clients with easy to use "billing/invoice" and "account status" section, "Station Administration" and "Service' specific management/function/feature configuration capabilities" as well as basic network and port management tool sets. To assure and maintain security of your account and or personal details, please make sure keep your password and username information hidden/secured. Under no circumstances should access to your account be given to anyone other than clients entrusted Employee, Technician, System Admin and or duly assigned agent. SPACIALNET can NOT be responsible and will not accept responsibility for the actions of clients password/user information and account access other than that controlled direct by SPACIALNET.

Billing
Rates for monthly service are invoiced at the end of the calendar month in which the service is initiated. SPACIALNET will notify the client prior to the expiration of a service so that it may be renewed if desired. (Please see your "Client Account" for current/updated details including invoice/billing and current service status).

Refunds
The SPACIALNET staff will endeavor to work direct with the client to determine an appropriate solution to any problem that may arise in relations to clients Streaming Hosting Services. However if no other reasonable solution can be found and a refund should be considered the only recourse, there will be a minimal 10% fee assessed based on the "pro-rated" timeframe left on your account and it's balance.
For example, say your service fee is $30 per month and you have 10 days of service left - the pro-rated refund will be calculated as follows:
($30.00 / 30 days per month) * 10 days left = $10.00 minus 10% fee ($1.00) = Total refund ($9.00)

Please note: For ease of calculation we use 30 days for all calculations, irrespective of the actual exact duration of the current calendar month.

Summary of Steps for Implementing Services
The following steps summarize the process for ordering and beginning services:

1. Potential client visits www.spacialnet.com/streamhosting/ and selects their desired "Stream" and "Server" type as well as Maximum bitrate and Maximum concurrent viewers/listeners, or other relevant desired options. You may also select whether you desire "statistics" and you may also select a specific server location from those provided in the list contained in the Services form. Utilize the Cost Estimator/Calculator to get the exact total of your desired services. Once you have read and accepted the "Terms of Use" and this "SLA", select the "accept" checkbox and click "Continue".
2. All stream hosting accounts must be managed within the SpacialNet member section. If not a current Spacialnet member yet, you will need to select "Sign Me Up" and enter the required information and then select continue. If you already have a SpacialNet account, simply enter your Username & Password into the login form and click continue...
3. Next you will see the invoice/billing statement automatically generated for you based on your service choices/requirements. Make sure to "Double Check" this information before proceeding further! For your convenience you have multiple options to submit payment for your Stream hosting services. Simply select one of the payment options offered/provided and click on "Proceed" button to continue to the final payment process. Simply submit payment as instructed by that process. If your payment method requires payment via Credit Card over phone, simply select that method and follow the provided instructions.
*If method is by Bank/Wire transfer or Check, please note there are "Minimums" for Each!

Please note that any fees charged by the bank will be debited against your payment, so make sure to send enough to cover all fees. Also note that the minimum amount we accept is $150.00! If we receive less than $150.00, we will add a $15 handling fee to your account.
If payment is made by Check or Money order via normal snail-mail. Please note that the minimum amount we will accept is $50.00! Please note that if we receive a check for less than $50.00, we will add a $15 handling fee to your account!
4. Once payment clears, your account will be created and you will be emailed with further instructions.
5. Now that the payment process is completed you may login to your account located at http://www.spacialnet.com/broadcasters/ and begin configuration and management of your purchased services.

OPERATIONS AND TROUBLESHOOTING
Monitoring SPACIAL AUDIO SOLUTIONS/SPACIALNET maintains, manages, and monitors Spacialnet services 24 hours a day. Change control and server configuration management are essential to ensure quality of service. Patches and security upgrades are applied if vulnerabilities are identified and evaluated. All upgrades follow the SPACIALNET change and security patch management process. Ordinarily, SPACIALNET performs routine system upgrades during Spacialnet regular maintenance windows on Sundays from 9:00 a.m. to 12:00 p.m. Central Time. If routine maintenance is scheduled outside of these windows during periods of subscription, three business days' notice to the client's technical contact will be provided. SPACIALNET has maintenance contracts on all of Spacialnet equipment and is committed to resolving hardware failures within 24 hours of identification of the problem. Port utilization is monitored on a daily basis and additional ports will be added within 60 days if utilization reaches 80% for more than five consecutive days.

Denial of Service/Port Attack
In the event of a Denial of Service or Port Attack, we may need to disable the service to avoid the attack affecting all services. The account will be extended for 1 day if the service is down more than an hour, but less than 24 hours. If the downtime is more, the account will be extended for the same duration. If attacks continue on a service on a regular basis the account might be cancelled and refunded on a pro-rated basis to the client.

Technical Support and Troubleshooting
The SPACIALNET staff is available to answer technical questions. Issues related to set-up, software and network configurations, firewalls (if necessary) and operations will be addressed prior to or during the implementation period in order to resolve any problems prior to initiation of service.
If a technical problem develops during operations, clients should endeavor to troubleshoot it to the best of their ability before making a trouble ticket or call to the SPACIALNET Customer Support Center.
The Support Center general hours of operation are Monday through Friday, 9AM - 6PM CST. The phone number is (514) 587-6645 or visit http://www.spacialnet.com/contact.html

Clients have responsibility for reporting problems to the Support Center. A trouble ticket will be opened, documented, and tracked. The Support Center will endeavor to diagnose and remedy the problem, and will escalate the issue if necessary. All troubleshooting will be done remotely. The client should have the following information available when contacting the Support Center: name, contact information, and the name/ID of the Streaming Media account. Clients should also keep a log with a detailed description of any technical problems they encounter. SPACIALNET responsibility is limited to the software, hardware, and network elements under Spacialnet control. LAN and WAN elements are ordinarily the responsibility of the client or the client's commercial Internet Service Provider. SPACIALNET can assume no responsibility for troubleshooting public or private network elements, desktops, or other end point applications that experience problems when trying to access/utilize client streaming media services.
SpacialNet does provide support for issues not under its direct control though - but the support may carry a fee.


SPACIALNET STREAMING SERVICES SIGNATURE FORM

Acceptance

This Agreement is entered into by ____________________________________, hereinafter referred to as the Client, and SPACIAL AUDIO SOLUTIONS/SPACIALNET, hereinafter referred to as SPACIALNET. This agreement is subject to all applicable Local & State policies and provisions whether or not expressly stated as part of this Agreement.

The Parties acknowledge that they have read, understand, and accept the terms and provisions of the SPACIALNET Streaming Media Services described in this Service Level Agreement, hereinafter referred to as the SLA. This SLA constitutes the entire Agreement between both Parties and supersedes all other communication, written or oral, related to the subject matter.

This SLA shall be effective upon the date of execution by both Parties for the remainder of the fiscal year.


For the Client


____________________________________________
Name & Title (please print)


____________________________________________
Signature


____________________________________________
Date


For SPACIALNET

_____________________________________________
Name & Title (please print)


_____________________________________________
Signature


_____________________________________________
Date

To the Client: Please fill out and sign this page and fax it to SPACIALNET at 775-320-4135, along with a completed and signed "Streaming Services" Form, so that the ordering process may begin immediately. The original signed page should then be mailed to SPACIALNET, attention STREAMING SERVICES, at the address at the bottom of this document. A copy of the form signed by SPACIALNET will be faxed back to you.


Address:
   Spacial Audio Solutions, LLC
   2002 Academy Ln, Suite 110
   Dallas, Texas
   75234
   USA


SPACIALNET Streaming Media Services Form

Non-electronic signup form - Please complete and fax or email to us.


_____________________________________________
Organization/Company


_____________________________________________
First Name & Last name


_____________________________________________
Email address


_____________________________________________
Phone number


_____________________________________________


_____________________________________________


_____________________________________________
Address

Services needed (Mark with X)
[   ] On-demand stream hosting
[   ] DualCast stream hosting
[   ] Live stream hosting: _________ viewers at ___________ kb/s of type [SHOUTcast/Windows Media]


_____________________________________________
Signature


_____________________________________________
Date