Service Level Agreements

Service Level and Support Agreement (SLA) v.1.11

This Service Level and Support Agreement has been entered into between ZERO DENSITY YAZILIM A.Ş. (hereinafter referred to as “Company” or “Zero Density”), located at Zafer SB Mah. Nilüfer Sk. No:29/11 Ege Ser. Böl. Sit. ESBAS B-Blok Apt. Gaziemir, Izmir, Turkey 35410, and ________________________________________ (hereinafter referred to as “Customer”), located at __________________________________________________________________.

Zero Density and the Customer shall hereinafter be referred to, individually as “the Party”, or, collectively, as “the Parties”.

  1. DEFINITIONS

The following terms shall have the meanings hereinafter set forth for the SLA Agreement. All the terms that are not defined below are defined in the relevant clauses (e.g., Support Levels in clause 6, phone-line support, and on-site support at clause 3, etc.)

“1-Year Limited Hardware Warranty” means the Company’s standard warranty applicable to its proprietary branded hardware products, covering basic repair or replacement obligations for a period of one (1) year, as further described in Exhibit B.

“Agreement” means the EULA and/or the General Terms & Conditions between Company and Customer, effective as of signing that agreement. This effective date solely belongs to the Agreement itself and this SLA Agreement becomes effective with signing this SLA Agreement. For the avoidance of doubt, the SLA period starts immediately with the acceptance of the EULA. The Company reserves its rights to determine a specific SLA Period, products and services within its scope, package types, fees, and payment terms, including licenses and terms of service such as response periods in Exhibit-A of this Agreement.

“End User” means any third-party customer who lawfully purchases the Products for such End User’s own use from the Customer and not for resale from the Customer. Without limiting the generality of the foregoing, the term End User specifically excludes, without limitation, other resellers, system integrators, or distributors, and any other person or entity which an authorized reseller of products or services is. In here, the End User is _________________ (“End User”).

“General Operation” means the Company’s software and solutions, including but not limited to Zero Density’s Reality Engine, Reality Keyer, Reality Editor, Reality Hub, Traxis, Ampere etc., and any other products as may be the scope of the agreement, have all the expected results and behavior when tested by an engineer employed or mandated by the Company.

“General Operation Diagnostic Test” means the activity of running a standard set of tests on customer engine and System to identify if General Operation might be achieved.

“Legislation” means all legislation applicable in the countries of the Parties and End Users, if there is any.

“Product” means any software or hardware product that Customer have purchased from the Company including but not limited to Zero Density’s Reality Engine®, Reality Keyer ®, Reality Editor®, Reality Hub®, Traxis®, Ampere® etc., and its supplementary software.

“Reinstatement Fee” means the price difference for the lapsed period until reactivation if the SLA is terminated and renewed.

“Response Period” means the estimated periods in which the relevant Company engineer is to react and act according to the support case created by the Customer.

“SLA Agreement” means this Service Level and Support Agreement.

“SLA Period” means the effective period of the SLA defined in Exhibit-A of this Agreement.

“Support Service” refers to the type of service, which is based only on questions and answers, which are recorded on The Company Customer Support Portal (can be reached at The Company’s website on the section titled “Support Portal”), which is accessible by the Company and the Customers.

“Professional Support Services” refers fee-based services with defined timelines and   scopes. The full list is accessible on Company’s website on the section “Services & Support”.

“System” means the hardware, operating system, and any other technical property that the Product is operated on.

“Zero Density Company” means subsidiaries, affiliates, branch offices, etc. Of Zero Density established by the latter and residing in different countries.

  1. SUBJECT MATTER OF THE AGREEMENT

This Service Level and Support Agreement between the Company and Customer governs the terms and conditions regarding the support services and service levels regarding the Product.

WHEREAS the Product will be supported and maintained under this Service Level and Support Agreement if the Customer has:

  1. A valid license for the Product, and
  2. Has fulfilled its obligations according to the Agreement which is defined hereunder under

WHEREAS this Service Level and Support Agreement will deem to be a part of the Agreement once signed by the Parties and for circumstances not set out here, provisions and terms of the Agreement will apply.

  1. SUPPORT OF END USERS 

3.1. The Parties agree that Customer may sometimes provide the Products to third party End Users, in which case Company’s rights and obligations arising from this SLA Agreement shall also be applicable for the said third party End Users and each reference to “Customer” in this SLA Agreement shall also be applicable and binding for the said End Users. Customer hereby guarantees and undertakes to ensure that its third-party End Users will also comply with the terms and conditions of this Agreement.

3.2. Customer acknowledges, agrees, and undertakes that each End User is already or will be holding a valid license for the Products. For the avoidance of doubt, the Customer shall have no power or authority, express or implied, to make any commitment or incur any obligations on behalf of the Company.

3.3. The Customer shall be entitled to confer the Support right to third-party End Users that it sells to products.

3.4. The Customer shall transfer the right to receive support during the SLA Period and in accordance with the conditions specified in this SLA Agreement and SLA attached as Exhibit-A.

3.5. The Company has the right to revoke the transferred rights subject to the violation of this SLA Agreement or the End User License Agreement related to the Product by the End User.

3.6. The Customer acknowledges, agrees, and undertakes that the support service’s language shall be English. For the avoidance of doubt, incidentally, providing support services in a language other than English shall not be deemed as a permanent obligation to provide services to other Customers or End Users in the said language.

  1. SUPPORT PACKAGES

The support service Company provides is determined depending on the support package the Customer purchased. All prices, fees and renewal terms for support package and services to be provided to Customer by the Company hereunder is also determined in accordance with Exhibit-A in which the package purchased by the Customer and relevant renumeration is regulated.

  1. GENERAL OPERATION

5.1. Before or during the installation of the Product, the Company shall conduct a General Operation Diagnostic Test to see the operability of the Product on the Customer’s environment. The Company runs General Operation Diagnostic Test on all installed Products commissioned by Company.

5.2. General Operation Diagnostic Test is successful if Zero Density Reality Engine and other related software have all the expected results and behavior when used with the General Operation Diagnostic Asset Package.

5.3. The Company will conduct the General Operation Diagnostic Test remotely. The Company may also conduct the General Operation Diagnostic Test on-site solely on the Company’s discretion or if it is necessary (e.g., due to extreme security measures, the sensitivity of the System, System’s inability to provide remote access, etc.). For the General Operation Diagnostic Test to be run, the Customer shall provide remote access to the Company.

5.4. The Customer is responsible for monitoring the General Operation Diagnostic Test and may interfere when necessary. The Company shall not be held responsible for any data loss occurring during the General Operation Diagnostic Test. Critical Support is only provided if the General Operation is disrupted. Therefore, if, for some reason, the Customer refuses the remote access or General Operation Diagnostic Test, the Company will not provide Critical Support.

5.5. The Customer acknowledges if the Customer modifies or adjusts the Product (which is strictly prohibited), the support undertaking of the Company under this SLA Agreement shall be of no force or effect.

5.6. In cases where the product installation is not done by The Company, the provisions of this article regarding General Operation Diagnostic Test will not be applicable. General Operation Diagnostic Test shall only be conducted when the parties mutually agree that product installation is to be done by The Company.

  1. SUPPORT

6.1. The company shall use commercially reasonable efforts to provide all services under the following:

6.2. The Company shall provide support to the Customer within the scope of Support Levels and Response Periods depending on the Support Package the Customer chose. Customer agrees and understands that the Company is only responsible for using commercially reasonable efforts and that the Company shall give its best effort to averting the issue, and that this cannot be interpreted as an undertaking on Company’s side stating that support services provided shall result in a solution. Therefore, Customer undertakes not to have any right or claim of indemnification from the Company in case the services provided by the Company did not result in a solution.

6.3. The SLA Period starts immediately with the installation of the Product by the Customer or End User and the acceptance of the EULA with other required Agreements, and agreement remains in force during the SLA Period regulated in Exhibit-A.

6.4. Support service is initiated after the Customer creates a support case using Company’s web support portal that can be reached at Zero Density’s website section titled “Support Portal”. The Company does not warranty reaction times if support requests are created over other channels, like direct email to support representatives. However, critical support level cases can be created via Hot-Line. The Company is free to change the URL address of the web support portal as long as Customer are notified.

Regular support channel: The Company shall provide support through Company’s website on at section titled “Support Portal” within the scope of Support Levels and Response Periods.

Fallback support channel: In the case the support portal would be temporarily unavailable, cases could be reported through e-mail (support@zerodensity.tv). All cases reported through email will be channeled through the support portal as soon as it becomes available.

Hot-Line support: Only for Critical Support requests, Customers should contact The Company Technical Support & Services Hot Line by phone from +90 850 532 1700 and provide their related information; company name, first name, last name, email address, phone number. Determining whether the case is within the scope of the definition of Critical Support Level is at the Company’s discretion. Although The Customer Support Portal also has an option to create cases to request critical support, this is only a backup methodology in case the hotline cannot be reached for some reason, and the Company does not guarantee imminent reaction to Critical support cases open via the Company Customer Support Portal. For the definition regarding the Critical Support Level, please see the Support Levels and First Response Times section. The Company will only be responsible to attend and provide support to Critical Support Level requests provided that it has been conveyed via Hot-Line and will not have any responsibility regarding Critical Support Level requests conveyed through other channels. Hot-Line support is only for the Critical Support Level cases and any other support level requests conveyed to Hot-Line will not be taken into consideration.

Remote access: During the support service, at the Company’s sole discretion, Company may decide to provide remote access support for problem investigation purposes. The remote access support is subject to Support Levels and Response Periods. If the Customer refuses remote access, the support will be handled through a regular support channel. The Customer is responsible to install the remote access tools to the systems to be accessed by the Company support personnel and is also responsible for monitoring the remote access support session and may interfere when necessary. The Company shall not be held responsible for any data loss occurring during the remote access support.

On-site support: During the support service, at the Company’s sole discretion, Company may decide to provide on-site support. In such cases, the Company will offer the Customer to provide an on-site support service for reasonable then-standard fees and expenses. The expenses include but are not limited to travel, accommodation, transportation, meals, etc. The Company shall not be held responsible for any data loss occurring during the on-site support. On-Site support shall be considered completed when an agreed solution to disruption is reached or when the disruption no longer exists.

New versions: The Company provides new versions of the SW Products when available as part of the support service, which should be downloaded or installed at the sole discretion of the Customer. The new versions may provide enhancements fixes and repairs to the former versions of the Product. After new versions are released, the Company may cease providing support for the former version. If for some reason, the Customer refuses to download or use the new version, Company is not obligated to keep providing support for the former version.

Engine: Some of the Company’s products is based on the Unreal® Engine. Unreal® Engine is an Epic Games, Inc.’s product. Epic Games, Inc. is solely responsible for all issues related to Unreal® Engine. Therefore, Company cannot be held responsible for providing maintenance or support for Unreal® Engine.

Incidents excluded from support services: Incidents and problems listed below shall not deem as issues and disruptions which require Company’s support and shall be excluded from support whereas Customers may not file any claim or complaint thereon.

  1. Use of support services in breach of laws,
  2. Interruptions due to attacks via the internet with undefined sources (DDOS) and local or abroad intended attacks to ZD network, cyber-attacks (Anonymous) (DDOS),
  3. Interruptions due to Internet service providers,
  4. Incidents due to force majeure events as defined in the Agreement,
  5. Problems due to configuration changes performed by the Customer,
  6. Negligent or fault behavior and actions by the Customer or its representatives.
  7. Problems are due to other vendors or their products which need to work collaboratively with ZD Products.

The Customer shall provide the Company with such reasonable information and assistance that it will enable the Company to carry out fully, accurately, and promptly its obligations under this SLA Agreement to the best of its ability.

  1. HARDWARE

7.1. The Company engages in ongoing research and development endeavors to assess software products across diverse hardware configurations. Based on the insights garnered from these endeavors, the company creates its own line of hardware products. These hardware products are meticulously designed to ensure optimal performance, unwavering stability, and comprehensive service scope.

7.2. While the Company strongly advises customers to consider its proprietary branded hardware products for the optimal performance, stability, and most complete service scope in conjunction with its software solutions, it also allows customers to run some products on hardware they purchase themselves, as long as this hardware complies with the Company required specifications defined on the Company website

7.3. The Customer may choose to buy Hardware itself or want to use existing hardware in its repository. If the Customer decides to use its hardware, the Company will identify whether the Customer’s hardware is complying with Certified Hardware Specs. If it is not Certified Hardware, the Product may not work efficiently and in any case, it should meet the minimum system requirements and recommended system requirements to work efficiently. The minimum and recommended system requirements will be provided before the purchase of the Product. Importantly, this Service Level and Support Agreement excludes hardware-related issues if customers opt to source certified hardware from an alternate vendor rather than procuring the Company’s proprietary branded hardware product or utilizing their existing hardware.

  1. WARRANTY AND DISCLAIMER

8.1. If the customer purchased the proprietary branded Hardware Product of the Company, under this SLA the standard hardware warranty terms shall apply as described in Exhibit B.

Company’s above-mentioned warranty is non-transferrable and is only available to its Partners and original End-user of the product. Warranty shall not apply to products purchased from unauthorized sources that are not subject to Zero Density’s quality controls.

8.2. Company’s guarantee to provide time of the spare parts shall vary depending on the SLA package the Customer purchased.  Warranty periods, terms and conditions for third party hardware purchased from the Company other than Company’s hardware vary depending on the warranty periods provided by the third-party provider/ supplier/manufacturer of the relevant hardware product.

8.3. All services may not be available in all countries or regions. In this case, please contact Zero Density Customer Services via the contact information provided on the Company’s website.

8.4. Except for the warranty conditions expressly stated above, Company provides no warranties or conditions, express or implied, including but not limited to any warranty or condition (1) of merchantability, merchantable quality, fitness for a particular purpose, performance, suitability or noninfringement; (2) relating to any third-party product or software; or (3) regarding the results to be obtained from the product or software. Company expressly disclaims all warranties and conditions not stated in this SLA Agreement and to the extent not prohibited by law.  This warranty may be voided by the Company, at Company’s sole discretion, if third party products that were not provided by Company are installed on Customers system.

8.5. In countries or regions where applicable law determines that warranty services for imported products are to be provided by the local importer, or in which applicable law does not mandatorily determine that warranty services for imported products are to be provided by the manufacturer, all warranty services for Company products in these countries or regions will be provided solely by the importer and not by Company, except where the local importer has been specifically authorized by Company or its local affiliate to import the products and refer the warranty services to Company.

8.6.  Although Company will use all commercially reasonable efforts in its development process to avoid any type of errors, it does not represent or warrant that the operation of the Product will be error-free or that the operation of the Product will not be interrupted because of any defect therein.

8.7. Warranty for hardware products is incorporated within this SLA Agreement and mandatory for the first year of the SLA Period. Warranty obligations are limited to the provisions of Exhibit B. No other warranty or commitment shall be implied unless otherwise expressly agreed in writing. As stipulated in Article 13 of this SLA Agreement, the warranty shall continue throughout the duration of this SLA Agreement.

8.8. The Customer is responsible to store and use hardware in reasonable working conditions (e.g. temperature, regular cleaning) an follow Company policy regarding system updates, anti-virus, anti-malware programs, firewall, etc. Regardless of providing the hardware, the Company shall not be held responsible for any damages to the product or hardware and may be unable to provide a resolution to the issues arising from misuse of the hardware.

  1. SEVERITY LEVELS

9.1. Severity Levels are identified below. The Priority Level parameter available to reporters in the support system site is meant to assist the Company employees in assessing the severity of the reported issue.

9.2. The Company, while considering the Customer’s selected Severity Level of the raised issue, retains complete discretion in determining the severity and the level of support required, irrespective of the Severity Level chosen by the Customer.

Severity Levels:

  1. “Critical Support” means the support service only to be provided for the cases in which the live broadcast is disrupted or severely impacted by the Product. The case which will be considered as “critical” can either be an occurred problem which disrupts or severely impacts the broadcast caused by the Product or it is obvious that in a defined and short time frame, it will occur. Critical Support will only be provided if there is no acceptable workaround identified to prevent critical problems and live broadcast cannot be done due to critical problems.
  2. “Major Support” means the support service provided for issues that block the use of the Product or system in its current state (e.g. due to a recent configuration, content, status) but the General Operation is working or was working during the General Operation Diagnostic Test.
  3. “Normal Support” means the support service provided for issues that do not prevent the normal functioning of the whole Product yet features or performance of the Product are not ideal for the Customer’s relevant use.
  4. “Minor Support” means all the support services for issues that are not included above including, but not limited to, inquiries related to the Product.

SLA Agreement may be updated through the SLA Agreement link at Company’s website on the page that is titled “Legal”. Updates will be notified to the Customer in writing. Updates will only become effective after the Customer is notified in this regard.

  1. NOTICES

Notices or other communications required or permitted hereunder shall be delivered in person or sent by e-mail, facsimile, by registered mail or postage prepaid to the addresses stated in the Article 1 of this SLA and will be valid and legally binding upon receipt.

  1. TERM OF THE AGREEMENT & TERMINATION

This Agreement shall come into force on the date of signing and shall remain in force for one year starting from the date of signing. Unless a Party notifies the other Party in writing its desire to terminate this Agreement 1 (one) month prior to the expiration date of this Agreement, then this Agreement will be renewed for 1 (one) year. In addition, Company may revise Exhibit-A of this SLA Agreement annually.

Termination of the Agreement is possible by notifying the other Party in writing due to following circumstances:

  1. if the Customer fails to comply with the Legislation or intends to violate or has caused the violation of the Legislation
  2. by a party’s initiative in case if the other party is in breach of the terms and conditions hereunder or the Agreement,
  3. if a Party is insolvent or any proceedings under bankruptcy, insolvency, or similar laws or for the reorganization, receivership, or dissolution of the Customer are instigated against or by the Customer; or if the Customer otherwise seeks the protection of any bankruptcy, insolvency, or similar laws now or hereafter in effect or the making by the Customer of an assignment for the benefit of creditors or any general arrangement with creditors; or the cessation of business by the Customer or the adoption by the Customer of a resolution providing for its dissolution or liquidation; or the return unsatisfied of any judgment against the Party.
  1. CONSEQUENCES OF THE TERMINATION

In that event of termination of this Agreement:

  1. All rights granted to Customer hereunder will immediately cease, and Customer will (i) promptly comply with the termination obligations specified below and (ii) otherwise cooperate with Company to terminate relations in an orderly manner.
  2. Customer will complete payment of all amounts due and owing, as well as any amount that has not become owing, the due date of which will be automatically accelerated to the date of termination of this Agreement and surrender any claim for payment under this Agreement including payment for services previously performed.
  3. As the Customer will also be providing products to third parties which shall be the End Users of the product, Customer will fully brief Company on the obligations under any End User agreements executed by the Customer which remain to be performed.
  4. Customer, shall, to the extent permissible and as directed by Company, transfer, sub‐contract, assign or perfect the assignment to Company or its designee of all agreements that the Customer executed with third party End Users affecting the Products and notify these third-party End Users of such transfer, subcontract or assignment or agree with Company how such agreements will be fulfilled.
  5. Customer acknowledges and accepts that it will not be entitled under Local law or otherwise to receive any compensation or indemnity from Company, whether for actual, consequential, indirect, special, or incidental damages, costs or expenses, whether foreseeable or unforeseeable (including, but not limited to, labor claims and loss of profits, investments or good will) in respect of the termination of this Agreement, and Customer waives and disclaims any such right.

Company will have no further obligations to Customer under this Agreement, unless otherwise agreed by Company and Customer.

  1. TERMINATION AND RENEWAL OF SLA

13.1. In cases where the Customer chooses not to renew (purchase) the SLA after the SLA period completed, the warranty, support and maintenance services stipulated in this SLA Agreement shall not be provided to the Customer.

13.2. In case the Customer refrains from renewing (purchasing) SLA for subsequent years or terminate the SLA Agreement in accordance with the Article 11 of this SLA Agreement but later decides to repurchase the SLA, the Customer shall be invoiced for the period lapsed from the date the SLA Agreement was terminated until the date of repurchase, in addition to the agreed-upon new term’s SLA fee. This lapsed period’s fee shall be billed as a Reinstatement Fee. Upon payment of the Reinstatement Fee, and the new term’s fee, the SLA Period shall be reactivated and deemed effective from the date of payment. The terms and conditions of the warranty for hardware products, and Support Services as outlined in this Agreement, shall apply during the active warranty period, regardless of whether it is the initial year or a repurchased period.

  1. NON-SOLICITATION

14.1. During the term of this SLA Agreement and for two (2) years thereafter, the Customer shall not without the prior written consent of the Company, hire employees (or former employees within two (2) year of their termination date) of the Company to join the Customer or any of its Affiliates of the Customer.

14.2. If during the term of this SLA Agreement or within two (2) years thereafter the Customer without the prior written consent of the Company hires any of the remaining employees of the Company to join the Customer or any Affiliates of the Customer, the Customer will pay the Company as penalty, $1,000,000 (one million US dollars) for each hired employee.

  1. COLLECTION OF DATA

15.1. All hardware and usage data collected due to support services shall be treated as Confidential Information and Company will not use this hardware and usage data in a way that causes your identity to be revealed.

15.2. For all data privacy issues, including the collection, use, disclosure, and transfer of the personal data and other information, the Privacy Policy link is located at the Company’s website on the page that is titled “Privacy Policy” as amended from time to time, takes precedence over any other statement in this Agreement.

  1. FORCE MAJEURE

16.1. Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation; acts of God, flood, drought, earthquake or other natural disaster; epidemic; terrorist attack, civil war, civil commotion or riots, war, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion; any labor or trade dispute, strikes, industrial action or lockouts; provided it has complied with clause 15, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

16.2. The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

The Affected Party shall: The Affected Party

  1. as soon as reasonably practicable after the start of the Force Majeure Event [but no later than 15 days from its start], notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
  2. use all reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations.

16.3. If the Force Majeure Event prevents, hinders, or delays the Affected Party’s performance of its obligations for a continuous period of more than 60 days, the party not affected by the Force Majeure Event may terminate this agreement by giving 15 days’ written notice to the Affected Party.

  1. CONFIDENTIALITY

17.1. Customer acknowledges that by reason of its relationship with Company hereunder, it may have access to certain information and materials relating to Company’s and its Representatives’ business, finances, suppliers, customers, personnel, technology, product road maps, and marketing strategies that is confidential and of substantial value to Company (collectively, “Confidential Information”). Customer agrees that it will not use in any way for its own benefit (other than to perform under this Agreement) or for the benefit of any third party, nor will Customer disclose to any third party any Confidential Information.

17.2. Customer further agrees that it will return to Company destroy all copies of Confidential. Information under its custody or control upon request by Company or termination of this Agreement.

17.3. The provisions of this section shall survive the termination of the Agreement for any reason. Upon  any breach or threatened breach of this section, Company and its Representatives shall be entitled to injunctive relief in addition to other remedies, which injunctive relief shall not be contested by Customer.

  1. COMPLIANCE WITH LEGISLATION

Company and its Representatives will not be liable for any claims, losses, or damages arising from or related to failure by Customer to comply with the Legislation or this Agreement or related to the termination of this Agreement under this clause and Customer will indemnify and hold Company and its Representatives harmless against any such claims, losses, or damages.

  1. GOVERNING LAW

This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada, United States (except to the extent federal law governs copyrights and federally registered trademarks, without regard to principles of choice of law. The Parties hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the State of Nevada. This Agreement shall not be governed by the United Nations Convention on Contracts for International Sale of Goods, the application of which is expressly excluded.

  1. FINAL PROVISIONS

20.1. In case any provision of this agreement conflicts with the provisions of the main Agreement or for circumstances that are not set out here, the provisions of the EULA and the General Terms and Conditions of the Company shall prevail respectively. In case any provision of Exhibit A of this agreement conflicts with the provisions of the main Agreement, EULA or the General Terms & Conditions, then the provisions of the Exhibit A of this agreement shall prevail.

20.1. Customer accepts and undertakes that this Agreement is binding on the Customer as well as its End Users, employees, employers, contractors, and agents, and on any successors and assignees.

20.2. Neither the Software nor any information derived therefrom may be exported except under the laws of the U.S. or other applicable provisions.

20.3. This Agreement and any document or information referred to in this Agreement is the entire agreement between us and supersedes any other understandings or agreements, including, but not limited to, advertising, with respect to the Support Service.

20.4. If any provision of this Agreement is deemed invalid or unenforceable by any country or government agency having jurisdiction, that particular provision will be deemed modified to the extent necessary to make the provision valid and enforceable, and the remaining provisions will remain in full force and effect.

20.5. Any amendments hereto shall be considered valid if they are executed in writing and signed by the authorized representatives of both Parties. Neither Party shall assign any of its rights or obligation hereunder without prior written consent of the other Party.

20.6. The present Agreement is executed in two original copies, each of them is possessing equal legal force, one for each Party.

By: __________________________________

Name: _______________________________

Title: ________________________________

e-mail: _______________________________

Date: _________________________________

 By: _______________________________

Name: ____________________________

Title: _____________________________

e-mail: ____________________________

Date: _____________________________

EXHIBIT A: SLA PACKAGE, REMUNERATION AND PAYMENT

STANDARD SLA PACKAGE

The scope of Standard SLA Package:

Support service is only handled through the Company’s website on the section titled “Support Portal”. Support services are provided during weekdays; Monday to Friday – 9 hours a day, 5 days a week; within the official working hours of the Company; which may differ from the time zone where the Customer is.

The Standard SLA Package includes:

  • A round-the-clock access to the online “support portal” and the capability to initiate, modify and monitor support cases through the portal.
  • Round-the-clock access to Zero Density Academy exclusive content and entire online documentation and knowledgebase
  • Software maintenance and upgrades
  • Hardware maintenance and support for ZD HWs (based on spare parts or replacement units shipped to your location)
  • Unlimited support for technical issues
  • Round-the-clock case reporting for support cases via the support portal
  • Additional and professional & premium support services (*) and remote consultancy for a fee
  • Replacement unit will be made available for shipment in less than 10 working days. The Customer covers the shipment costs

(*) List of professional & premium support services can be reached on the Company’s website.

Response Periods

Standard-package first response times for different severities are shown in the table below.

Package Severity Response Days First Response Time**
Standard-SLA Critical Support All days1 48 hours
Major Support Weekdays2 48 hours
Normal Support Weekdays 48 hours
Minor Support Weekdays 48 hours
  • All days1; 24 hours a day, 7 days a week.
  • Weekdays2; 9 hours a day, 5 days a week, within working hours
  • First Response Time**; the applicable time zone shall be the time zone applicable to the nearest office of the Company for the specific Product, in failure of that the Company’s HQ office time zone will be applicable. “First Response Time” refers to the first response time that shall be given to the Customer in case of a support request from the Customer.

Included Licenses:

No The Name of The Software Licensing Scheme Quantity
1
2
3
4

SLA period: ____________________

SLA amount total: _______________

Payment terms: __________________

PRO SLA PACKAGE

The scope of Pro SLA Package:

Support service is only handled through the Company’s website on the section that is titled “Support Portal”. The Company may provide remote access when necessary. Critical Support is provided 24 hours a day, 7 days a week. Support services of other severities are provided during weekdays; Monday to Friday –9 hours a day, 5 days a week; within the official working hours of the Company; which may differ from the time zone where the Customer is.

The scope of Pro SLA Package includes:

  • A round-the-clock access to the online “support portal” and the capability to initiate, modify and monitor support cases through the portal.
  • Round-the-clock access to Zero Density Academy exclusive content and entire online documentation and knowledgebase
  • Software maintenance and upgrades
  • Hardware maintenance and support for ZD HWs (based on spare parts or replacement units shipped to your location)
  • Unlimited support for technical issues
  • Round-the-clock case reporting for critical support cases via the support portal and phone (hotline).
  • Support via remote connection as required and agreed upon at the discretion of the Company.
  • Critical escalation process with high priority
  • 1x half-day service free of charge given the SLA period
  • Additional and professional & premium support services (*) such as refresh training and remote consultancy for a fee
  • Replacement unit will be made available for shipment in less than 4 working days. The Company will cover the shipment costs (**).

(*) List of professional & premium support services can be reached on the Company’s website.

(**) The Customer will cover the costs of faulty units shipment back to Company HQ

Response Periods

Pro-package first response times for different severities are shown in the table below.

Package Severity Response Days First Response Time**
Pro-SLA Critical Support* All days1 12 hours
Major Support Weekdays2 18 hours
Normal Support Weekdays 24 hours
Minor Support Weekdays 48 hours
  • All days1; 24 hours a day, 7 days a week.
  • Weekdays2; 9 hours a day, 5 days a week, within working hours
  • Critical Support*; critical support can be accepted only via ZD TSS Hotline.
  • First Response Time**; the applicable time zone shall be the time zone applicable to the nearest office of the Company for the specific Product, in failure of that the Company’s HQ office time zone will be applicable. “First Response Time” refers to the first response time that shall be given to the Customer in case of a support request from the Customer.

Included Licenses;

No The Name of The Software Licensing Scheme Quantity
1
2
3
4

SLA period: ____________________

SLA amount total: _______________

Payment terms: __________________

ELITE SLA PACKAGE

The scope of Elite SLA Package:

Support service is only handled through the Company’s website on section titled “Support Portal”. The Company may provide remote access when necessary. Critical Support is provided 24 hours a day, 7 days a week. Support services of other severities are provided 7 days of a week; depending on the severity level which are indicated on the table below; within the official working hours of the relevant Zero Density Company; which may differ depending on the time zone of the relevant Zero Density Company is in. In addition, the Customer will have a right to the below-listed services. The definitions and scope of the services may be revised by Zero Density at its sole discretion at any time.

The scope of Elite SLA Package includes:

  • Around-the-clock access to the online “support portal” and the capability to initiate, modify and monitor support cases through the portal.
  • Round-the-clock access to Zero Density Academy exclusive content and entire online documentation and knowledgebase
  • Software maintenance and upgrades
  • Hardware maintenance and support for Company’s HWs (based on spare parts or replacement units shipped to your location, with shipment cost split between Company and Customer)
  • Unlimited support for technical issues
  • Round-the-clock case reporting for critical support cases via the support portal and phone (hotline).
  • Support via remote connection as required and agreed upon at the discretion of the Company.
  • Critical escalation process with highest priority
  • Dedicated Technical Support & Services (TSS) Engineer
  • 1x health check service free of charge given per the SLA period
  • Specific number of half-day service free of charge given the SLA period. The amount of Half-day services that can be calculated according to the below table provided free of charge given the SLA period.
  • Additional and professional & premium support services (*) such refresh training and remote consultancy for a discounted fee
  • Replacement unit shipment will be held for less than working 2 days. The Company will cover the shipment costs for replacement units and faulty units.

(*) List of professional & premium support services can be reached on the Company’s website.

  • “Dedicated Technical Support & Services (TSS) Engineer” means assigning a TSS Engineer to a Customer in case the SLA is purchased directly from the Company, free of charge, which will only be provided to the Customer who has an Elite Package. The assigned Dedicated TSS Engineer provides the support services for the opened support cases. Dedicated TSS Engineer assignment will be made by the Company’s TSS leadership, and the specified TSS Engineer may change in accordance with workload or unforeseen developments in the workforce temporarily or permanently. The Company will show its best effort to not to change the TSS Engineer without any compelling reason. Customer undertakes that in case the SLA is purchased from a partner and not directly from The Company, Customer shall be at liberty to make its own Certified Technical Support Partner, from those certified by the Company. In this case, a Dedicated TSS Engineer will not be provided to the Customer.
  • “Half-day Service” means to provide a dedicated Technical Support Engineer for a period of 4 hours (one time) to the customer to work on Reality Software or Hardware. The amount of Half-day Service which is to be provided to the Customer depends on the number of “Reality Engine” Products that has been purchased by the Customer for an agreement term. The amount of Half-day Service to be provided to the Customer shall be calculated by dividing the number of Reality Engine Products total by two and rounding up the resulting number. For the avoidance of doubt, the Customer who purchases at least one Reality Engine will have the right to 2 Half-day Services in an SLA Agreement term free of charge. A dedicated TSS Engineer remotely provides an instance of support service upon the Customer’s request, two, non-consecutive support services up for a duration of half-day each, (up to 4 hours at maximum each). Half-day service does not have a scope; thus, it is a time-bound service for operational support needs. Any unused right to request a Half-day Service for any given period will not transfer to subsequent Agreement terms. Exemplary table for calculating the amount of Half-day Services to be provided to the Customer:
Number of Reality Engine Calculation Half-day Service
Half-Day Service 1 Minimum amount 2 Half-day Services
2 Minimum amount 2 Half-day Services
3 Roundup (3 of Engines / 2) 2 Half-day Services
4 Roundup (4 of Engines / 2) 2 Half-day Services
5 Roundup (5 of Engines / 2) 3 Half-day Services
6 Roundup (6 of Engines / 2) 3 Half-day Services
7 Roundup (7 of Engines / 2) 4 Half-day Services
8 Roundup (8 of Engines / 2) 4 Half-day Services
9 Roundup (9 of Engines / 2) 5 Half-day Services
10 Roundup (10 of Engines / 2) 5 Half-day Services
  • “Health Check Service” means a service that will be provided to the Customer who has purchased the Reality Engine and an Elite Package once in an SLA Agreement term for free of charge. A dedicated TSS Engineer provides this service remotely for the duration of the day up to 8 hours within working hours. The TSS Engineer only checks and verifies the current status of the licensed Product, certain hardware, and software that directly affects the performance of the Product and shares a report with the Customer to take actions if needed. TSS Engineer does not take any actions towards the hardware and software or peripherals; only checks and verifies these. Any unused right to request a Health Check Service for any given period will not be transferred to subsequent Agreement terms.

Response and support periods for the packages are identified in the “Support Levels and Response Periods” section of the SLA Agreement. Support service is provided 24 hours a day, 7 days a week, any time for any severity for Elite-Package. In addition, the Customer will have a right to the below-listed services. The definitions and scope of the services may be revised by Zero Density at its sole discretion at any time.

Response Periods

Elite-package first response times for different severities are shown in the table below.

Package Severity Response Days First Response Time**
Elite-SLA Critical Support* All days1 4 hours
Major Support All days 12 hours
Normal Support All days 18 hours
Minor Support All days 24 hours

 

  • All days1; 24 hours a day, 7 days a week. 
  • Critical Support*; critical support can be accepted only via ZD TSS Hotline. 
  • First Response Time**; the applicable time zone shall be the time zone applicable to the nearest office of the Company for the specific Product, in failure of that the Company’s HQ office time zone will be applicable. “First Response Time” refers to the first response time that shall be given to the Customer in case of a support request from the Customer. 

Included Licenses;

No The Name of The Software Licensing Scheme Quantity
1
2
3
4

SLA period: ____________________

SLA amount total: _______________

Payment terms: __________________

EXHIBIT B: ZERO DENSITY 1-YEAR LIMITED HARDWARE WARRANTY v.1.0

This Zero Density 1-year limited warranty has been prepared in accordance with Zero Density’s Terms and Conditions and this SLA that the Company provided to you via the offer that provided to you by Zero Density. Zero Density’s General Terms and Conditions also available at Zero Density’s website on the page that is titled “Legal”. Detailed information regarding the scope and use of the Zero Density 1-year limited warranty are explained below.

ZERO DENSITY 1-YEAR LIMITED HARDWARE WARRANTY PERIOD

Zero Density warrants that its hardware products will be free of defects in material and workmanship under normal use and service. Zero Density and affiliates provide its Partners (such as authorized resellers) and End-users with a 1-year limited warranty on all the hardware products of Zero Density. The 1-year limited warranty period shall commence with the shipment of the hardware product to the Partner or End User, as the case may be.

ZERO DENSITY 1-YEAR LIMITED HARDWARE WARRANTY SCOPE

Zero Density’s warranty is non-transferable and is only available to its Partners and original End-user of the product. The warranty shall not apply to products purchased from unauthorized sources that are not subject to Zero Density’s quality controls.

Zero Density’s guarantee to provide spare parts for each product part, may vary depending on the part type. Zero Density’s spare part supply undertaking period is limited to the warranty period provided by the third-party supplier/manufacturer from which the hardware part was supplied.

HOW TO USE ZERO DENSITY 1-YEAR LIMITED HARDWARE WARRANTY

During this warranty period, if a defect arises in the hardware product, and you follow the support instructions described below, the Customer shall send the defective product to the Company for inspection.

Upon receipt, the Company shall inspect the product to determine the root cause of the defect. If the defect is determined to have arisen from a fault attributable to the Company, the Company will, at its discretion, to the extent permitted by law, either (i) repair the hardware product using either new or refurbished parts, or (ii) replace the hardware product with a new or refurbished hardware product that is equivalent to the hardware product to be replaced. The Company cooperates with its Partners for technical support services.

If the defect is determined to have been caused by the Customer (including but not limited to improper use, neglect, or unauthorized modifications), the Company will notify the Customer of such finding and provide a quotation for the repair or replacement, including all applicable costs such as labor, parts, and shipping. The Customer may, at its discretion, accept or reject the quoted service.

  • If the Customer accepts, the Company will proceed with the repair or replacement once payment is received.
  • If the Customer declines, the product will be returned to the Customer “as-is,” and all return shipping and handling costs shall be borne by the Customer.

All services may not be available in all countries or regions. In this case, please contact Zero Density Customer Services via the contact information provided at the end of this document.

In case you have any problem with your hardware product, please reach out to Zero Density Support Portal on the Zero Density’s website on the page that is titled “Support Portal” and open a support case to request support from Zero Density

LIMITATIONS OF LIABILITY

THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH MAY BE VARY ACCORDING TO STATE, PROVINCE, OR JURISDICTION. ZERO DENSITY’S RESPONSIBILITY FOR DEFECTS IN HARDWARE IS LIMITED TO REPAIR OR REPLACEMENT AS SET FORTH IN THIS WARRANTY STATEMENT. THIS WARRANTY IS ONLY AVAILABLE FOR ZERO DENSITY’S HARDWARE PRODUCTS. FOR MORE INFORMATION ABOUT ZERO DENSITY’S TECHNICAL SUPPORT SERVICES FOR SOFTWARE PRODUCTS, PLEASE REACH AT ZERO DENSITY’S WEBSITE ON THE PAGE THAT IS TITLED “TECHNICAL SUPPORT SERVICES”.

NO WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, WILL APPLY AFTER THE LIMITED WARRANTY PERIOD HAS EXPIRED. SOME STATES, PROVINCES, JURISDICTIONS OR COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION LASTS, SO THIS LIMITATION MAY NOT APPLY TO YOU.

WHAT IS NOT IN THE SCOPE OF THIS WARRANTY?

Zero Density’s responsibility for defects in materials or workmanship is limited to repair or replacement of the product, at Zero Density’s discretion, as set forth in this warranty. Except for the limited warranty expressly stated above for Zero Density-branded products, Zero Density provides no warranties or conditions, express or implied, including but not limited to any warranty or condition (1) of merchantability, merchantable quality, fitness for a particular purpose, performance, suitability or noninfringement; (2) relating to any third-party product or software; or (3) regarding the results to be obtained from the product or software. Zero Density expressly disclaims all warranties and conditions not stated in this limited hardware warranty and to the extent not prohibited by law.  This limited hardware warranty may be voided by Zero Density, at Zero Density’s sole discretion, if third party products that were not provided by Zero Density are installed on your Zero Density system.

In countries or regions where applicable law determines that warranty services for imported products are to be provided by the local importer, or in which applicable law does not mandatorily determine that warranty services for imported products are to be provided by the manufacturer, all warranty services for Zero Density products in these countries or regions will be provided solely by the importer and not by Zero Density, except where the local importer has been specifically authorized by Zero Density or its local affiliate to import the products and refer the warranty services to Zero Density.

Effective Date:  _____________

End Date:            _____________

FOR MORE INFORMATION

Customer Service contact information: Zero Density Sales Support sales.support@zerodensity.tv

Zero Density’s General Terms and Conditions located at Zero Density’s website on the page that is titled “Legal”.

Service Level and Support Agreement located at Zero Density’s website on the page that is titled “Legal”.

Detailed information about Zero Density’s Hardware Products can be reached at Zero Density’s website.