Panopto Support & Service Level Agreement

Last Updated: November 1, 2021

This document (the "Support & Service Level Agreement") contains the support and service levels provided by Panopto to Customer pursuant to an Order Form and the Technology Services Agreement or similar such agreement (the "Agreement") under which Customer acquired its rights to use the Technology Services. This Support & Service Level Agreement is incorporated into the Agreement by reference.

Definitions. Capitalized terms used but not defined herein have the meanings given in the Agreement. For purposes of this Support & Service Level Agreement, the following initially capitalized terms are ascribed the following meanings:
1. "Available" means that the Technology Services, in the form provided by Panopto, are accessible by Panopto's customers via the Internet; "Availability" has the corresponding meaning.
2. “Availability Percentage” means the percentage of the total time during any given calendar month that Technology Services are Unavailable.
3. “Daily Maintenance Window” means the daily maintenance window scheduled by Panopto with 5 business days advance notice to Customer.
4. “Error” means failure of the Technology Services, in the form provided or modified by Panopto, to substantially conform to the Documentation.
5. “Exclusions” means, individually or collectively:
  1. The Daily Maintenance Window;
  2. Scheduled downtime outside of the Daily Maintenance Window for general maintenance operations, enhancements, upgrades, or modifications to Technology Services. Scheduled downtime will not exceed 3 hours in any given month. Panopto will use reasonable efforts to notify Customer at least 21 calendar days before any scheduled downtime and schedule maintenance between 12:00pm and 8:00pm Pacific Time on Saturdays;
  3. Momentary interruptions or outages of less than 1 minute in duration;
  4. Usage of beta features or services (if any);
  5. Failures or interruptions in Customer Systems and/or in the Internet, utilities, communications, satellite, or network services outside of Panopto’s or its service providers’ control;
  6. Unplanned emergency maintenance downtime where Panopto may perform emergency maintenance that may cause downtime at any time without notification; and/or
  7. Any force majeure event.
6. “Normal Working Hours” means the following working hours based on the geographic region in which the applicable Customer entity on the Order Form is located:
  1. If Customer is located in North America, Central America, South America, or the Caribbean, they mean 8:00 a.m. – 8:00 p.m. ET, Monday through Friday, excluding Panopto scheduled holidays and days banking institutions in Pittsburgh, Pennsylvania, USA, are authorized to close for business;
  2. If Customer is located in Europe or Africa, they mean 8:00 a.m. – 1:00 a.m. GMT, Monday through Friday, excluding Panopto scheduled holidays and days banking institutions in London, UK, are authorized to close for business;
  3. If Customer is located in Asia (except for Japan), they mean 9:00 a.m. – 6:00 p.m. HK, Monday through Friday, excluding Panopto scheduled holidays and days banking institutions in Hong Kong are authorized to close for business;
  4. If Customer is located in Japan, they mean 10:00 a.m. – 7:00 p.m. JST, Monday through Friday, excluding Panopto scheduled holidays and days banking institutions in Tokyo, Japan are authorized to close for business; and
  5. If Customer is located in Australia or New Zealand, they mean 7:00 a.m. – 8:00 p.m. AEDT, Monday through Friday, excluding Panopto scheduled holidays and days banking institutions in Sydney, Australia, are authorized to close for business.
7. “Response Time” means the time between Service Ticket Generation and Panopto’s confirmation via one of its personnel that Panopto is working on resolution of the Error.
8. “Service Ticket” means a ticket generated by Panopto personnel and/or a ticket automatically generated by Panopto’s support tool, in each case in response to Customer’s Error notification.
9. “Service Ticket Generation” means the time between Panopto’s receipt of an Error notification from Customer and Panopto’s generation of a Service Ticket in connection with the Error notification.
10. “Unavailable” means when the Technology Services are not Available to Customer’s Authorized Users via the Internet, as measured and reported by an independent third party retained by Panopto for such purpose. Unavailable expressly excludes any time in which the Technology Services are not Available because of any Exclusion(s).
11. "Workaround” means a set of procedures that Customer may follow to circumvent or mitigate the impact of an Error, notwithstanding that the Error still exists.
Service Level.
1. Availability SLA. During the Subscription Term set forth in the applicable Order Form, Panopto will use reasonable efforts to maintain an Availability Percentage of 99.9% with respect to the Technology Services during any calendar month (the “Availability SLA”). The Availability Percentage is calculated as follows:
  
      Availability Percentage = 100 • (1 – (DH – EX) / TH)
  
          TH = Total hours in each calendar month
  
          DH = Unavailability total measured in hours
  
          EX = Total downtime due to Exclusions measured in hours
  
  Panopto may, in its discretion, publish metrics regarding the Availability of the Technology Services at trust.panopto.com.
2. Scope. The Availability SLA applies only if Customer’s utilization of the Technology Services is within the entitlements specified in the Order Form, if any. The Availability SLA will not apply if Customer is in breach of the Agreement (including Customer’s payment obligations) and/or if Customer’s or any Authorized User’s access to the Technology Services has been suspended in accordance with the Agreement.

Support.

General. Panopto will provide the following general Support Services to Customer’s Authorized Support Contacts:
1. Online Documentation for the Technology Services, how-to and other training-related videos, and access to support discussion boards and standard online training sessions;
2. Corrections of Errors in the Technology Services in accordance with the terms of this SLA;
3. Periodic updates of the Technology Services, including corrections of Errors, fixes of minor bugs, and enhancements to the Technology Services; and
4. Telephone and email Support Services. For clarity, telephone and email Support Services shall be provided in accordance with the Service Plan purchased, as further set forth in the Order Form.

Error Priority Levels. Panopto will assign all Errors one of three Priority Codes, dependent upon the problems caused by the Error. Panopto may re-assign prioritization levels assigned by Customer in Panopto’s ticketing system to reflect the Error Priority Descriptions set forth below. Priority Codes and Priority Descriptions are as follows:

Priority Code	Priority Description
P1 (High)	Mission Critical Technology Services or access to Customer Content unavailable, causing critical impact to business operations Includes Customer’s Panopto site unavailable, multiple Authorized Users cannot log in on Customer’s Panopto site, Customer Content is not streaming, processing, or delivering (site-wide) No Workaround exists
P2 (Medium)	High Technology Services available, but aspects of access to Customer Content unavailable and impacting significant aspects of business operations No reasonable Workaround exists
P3 (Low)	General Support Any Error that is not a P1 or P2

Support Response Times. Panopto will use commercially reasonable efforts to address Errors based on Priority Code in accordance with the table below. For clarity, all target timeframes set forth in the table below shall be deemed to be timeframes during Normal Working Hours except as otherwise expressly provided in this SLA.

Priority Code	Target Service Ticket Generation Time	Target Response Time
P1 (High)	30 minutes	4 hours
P2 (Medium)	30 minutes	8 hours
P3 (Low)	30 minutes	16 hours

Support Hours. Panopto will provide support for Errors during the hours specified in the table below, as applicable to the specific Support Services plan that Customer has subscribed to in the relevant Order Form:

	Standard Service Plan	Emerald Service Plan
Target Service Ticket Generation Time	Normal Working Hours	24×7 On-Call-Support
Target Response Time	Normal Working Hours	24×7 On-Call-Support

For Customers that purchase the Standard Service Plan, any Support Services requested outside of Normal Working Hours will be queued for the next business day.
Customers that purchase the Emerald Service Plan or purchase 24×7 on-call Support Services (“24×7 On-Call Support”) on a standalone basis, as specified in the relevant Order Form, will receive 24×7 On-Call Support in respect of Target Service Ticket Time Generation and Target Response Time. 24×7 On-Call-Support is available to all Authorized Users of Emerald Customers and standalone 24×7 Support Customers, but will only address issues typical of an End User (and not a system administrator with P1 or P2 questions). If such issue cannot be resolved by 24×7 On-Call Support, then such issue will be escalated to Panopto.

Contact; Support Personnel.
1. Contact. Whenever Customer requires Support Services, Customer’s Authorized Support Contacts should submit an Error notification to Panopto via support.panotpo.com.
2. Support Personnel. Panopto will assign support personnel responsible for providing Support Services to its customers generally. In addition, if, pursuant to an Order Form, Customer is entitled to 24×7 On-Call Support, 24×7 On-Call-Support will be provided to Customer by a third-party service provider and not Panopto, and Customer expressly consents to Panopto’s use of third-party service providers to provide such 24×7 On-Call Support. Panopto works with such third-party service provider to ensure that 24×7 On-Call Support is provided in a professional and workmanlike manner but does not assume liability to Customer for such 24×7 On-Call Support. For clarity, all Support Services delivered by Panopto and/or its third-party service providers will be in the English language.
Updates. During the Subscription Term, Panopto will provide or install Updates if and when they are made generally commercially available by Panopto to its customers.
Scope; Out-of-Scope Services.
1. Scope. Panopto has no obligation to correct Errors or support queries arising from (i) use of the Technology Services other than in the accordance with the provisions of the Agreement, including the Acceptable Use Policy; (ii) Customer’s use of incompatible data or systems; (iii) Customer’s incorrect configuration of or integration with the Technology Services. If Panopto, in its sole discretion, elects to address Errors or other problems, then Panopto may handle such Errors under a professional services arrangement at Panopto’s then-current rates, or such other rates as may be agreed in writing with Customer, and otherwise on a reasonable efforts, as-is basis. Panopto is not required to configure or assist with migrations to or from the Technology Services as part of the Support Services. Panopto is not required to provide the Support Services if Customer is in breach of its obligations under the Agreement.
2. Out-of-Scope Services. Customer may, from time to time, request assistance from Panopto for services that are outside the scope of the Support Services. Panopto may make resources available for mutually agreeable time periods to provide such assistance under a professional services arrangement at Panopto’s then-current rates, or such other rates as may be agreed in writing with Customer.