Terms of Service

This PallyCon Service Agreement (the “Agreement”)is by between Company (individually and/or on behalf of the organization which you represent) and INKA ENTWORKS Inc.,(“INKA” or “We”) and takes place when you click an “I Accept” button or checkbox presented with these terms or, if earlier, when you agree to all of the terms and conditions of this Agreement. You represent to us that you are lawfully able to enter into contracts.

1. DEFINITIONS

  1. “Confidential Information” means (a) the  Intellectual Property described under Section 1.3 below; (b) operational, financial (including pricing), and other business information; and (c) any other information designated in writing as “Confidential” Or which under the circumstances of disclosure reasonably ought to be considered as confidential. The Confidential Information shall include the Licensed Product, including all source and object code and documentation related to the Licensed Product. 
  2. “Contents Packager” means software application or library for the encryption of the contents.
  3. Intellectual Property” means any patent, patent applications, copyright, Trademark, or trade secret right and any other intellectual property or proprietary right in any jurisdiction, including any and all applications, registrations and rights of registration, reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions with respect thereto. 
  4. Service” means a service or services developed and designed by INKA in order to protect content such movie, education, Audio. 
  5. Pallycon DRM” means Pallycon Digital Rights Management.
  6. Pallycon Cloud Service” means INKA’s cloud-based service which provides DRM license issuance and management functionalities to Company.
  7. “Trademarks” means any and all trademarks, service marks, logos, and other designations (whether or not registered or filed for registration) that a Party designates for use in connection with the Agreement, and those other trademarks that may be agreed to by the Parties in writing solely in connection with performing any express obligations under the Agreement.

2. LICENSE GRANTS: LIMITATIONS; OWNERSHIP

  1. Scope.  Subject to the terms of this Agreement, and in consideration of the License Fee, INKA hereby grants Company a limited, non-exclusive, non-assignable, , non-transferable, revocable right and license during Term in the Territory to use, copy, install, reproduce the Licensed Product combined with and limited to Company’s own application and service. 
  2. Limitations. The Licensee shall not: 
    1. use, reproduce, distribute, sublicense, lease or otherwise make available all or any part of the Licensed Product as expressly contemplated by this Agreement other than (i) for internal purposes, and (ii) by the Licensee’s end users using the application(s) owned and/or developed by Licensee. For greater certainty, the Licensee will not use, reproduce, distribute, sublicense, lease or otherwise make available all or any part of the Licensed Product as a stand-alone product or service; 
    2. use, reproduce, distribute, sublicense, lease or otherwise make available all or any part of the Licensed  for external commercial purposes, rental or service bureau use ; 
    3. under any circumstances:
      (i) reverse-compile or decompile, reverse-engineer, reverse-assemble or disassemble, unlock or otherwise attempt to discover the source code or underlying algorithms of the Licensed Product or attempt to do any of the foregoing in relation to the object code of the Licensed Product;
      (ii) modify, adapt, translate or create any derivative works of the Software ;
      (iii) transfer the Licensed Product, or any copy thereof, except as expressly permitted by the terms of this Agreement. If the Licensee transfers possession of any copy of the Licensed Product to any other party, the Licensee’s rights in the Licensed Product will, despite any other provision of this Agreement, be automatically terminated without limiting any other rights INKA may have under this Agreement or law. 
  3.  No Implied License. No right or license will be implied by estoppel or otherwise, other than the rights and licenses expressly granted in this Agreement. INKA retains all ownership right, title, and interest in and to the Licensed Product and the Intellectual Property Rights embodied therein.
     

3. UPDATES AND TECHNICAL SUPPORT 

  1. Updates. INKA may, during the Term, enhance the Licensed Product to eliminate potential or realized security breaches and enhances features of the Licensed Product which may cause serious damages to the Licensed Product (“Updates”). INKA will use reasonable commercial efforts to provide commercially available Updates to Company and Company shall incorporate within a commercially reasonable period of time (not to exceed thirty (30) days from the date Company receives such Updates.
  2. Technical Support (See Exhibit B)
     

4. TERM, TERMINATION AND SURVIVAL

  1. Term. The term of this Agreement commences as of the Effective Date and shall continue for a period of One (1) years from the Effective Date, unless earlier terminated as provided in Section 6. Upon expiration of the initial term, the Parties may mutually extend the term of the Agreement on mutually agreed terms and conditions. The initial term and any extension(s) thereto are collectively referred to as the “Term”. 
  2. Termination. In addition to other termination rights of the Parties expressly set forth elsewhere in the Agreement, this Agreement may be terminated for the following reasons.
    1. Termination for Breach. Either Party may terminate the Agreement if the other Party is in material breach of this Agreement or any provision hereof and the breach is not cured within 30 days of receipt of written notice of the breach from the non-breaching Party.
    2. Termination for Insolvency. This Agreement will automatically terminate immediately if either Party: (i) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, provided that for involuntary bankruptcy such petition is not dismissed or stayed within 180 days of its filing; (ii) makes or seeks to make a general assignment for the benefit of creditors; (iii) applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its business or assets; or (iv) takes steps to wind up or terminate its business; provided further that this Agreement shall not be terminated if a successor to the Party affected under this Section 6.2.2 has agreed to continue performing under this Agreement.
  3. Effect of Termination; Survival. Upon termination or expiration of this Agreement, the rights and obligations of the Parties which by their nature survive termination or expiration of the Agreement, including those concerning indemnification, confidentiality, warranties and disclaimers, limitation of liability, and choice of law and venue, will remain in effect. All other rights and obligations of the Parties including all licenses herein will immediately cease except for those accrued prior to the date of the termination. Company’s obligation to pay INKA in accordance with this Agreement shall survive any expiry or termination of this Agreement. Further, Company shall immediately return or, at INKA’s option, destroy all the Licensed Product and INKA Confidential Information.

5. CONFIDENTIALITY.

Except as reasonably required to exercise its rights under this Agreement, each Party agrees to use commercially reasonable efforts to prevent any unauthorized copying, use, distribution, installation or transfer of possession of Confidential Information. At a minimum, each Party shall maintain at least the same procedures regarding the other Party’s Confidential Information that it maintains with respect to its own. The receiving Party shall not acquire any interest in any Confidential Information received from the other Party by reason of this Agreement.  Nothing herein shall restrict a Party’s use of its own Confidential Information. A party’s Confidential Information shall not include any information which (i) becomes part of the public domain through no act or omission of the other party; (ii) is lawfully acquired by the other party from a third party without any breach of confidentiality; (iii) is independently developed without reference to the Confidential Information of the other Party. Notwithstanding the foregoing, either Party shall be permitted to disclose the terms and conditions of this Agreement in accordance with judicial or other governmental order or timely disclosure requirements imposed by law or stock exchange policies. Without limiting the generality of the foregoing, Company shall ensure that any of its or its affiliates personnel or authorized user from removing any proprietary or other legend or restrictive notice contained or included in any material provided by INKA. Parties agree that except for source code of the Licensed Product or any other source code being the subject matter of this Agreement which shall be treated as confidential perpetually, to treat Confidential Information as confidential for a period of (3) three years from the date of expiry or early termination of the Agreement. The obligations under this Section 7 shall apply to the authorized subcontractors and agents of each party and their respective affiliates.

 

6. WARRANTY AND DISCLAIMERS.

  1. Mutual Warranty. Each Party represents and warrants to the other Party that: (i) it has the full corporate right, power, and authority to enter into the Agreement and to perform the acts required of it under the Agreement; and (ii) the person signing the Agreement has all necessary rights, permissions and authority to sign and upon such signing this Agreement shall be binding on the concerned Party, and (iii) when executed and delivered, the Agreement will constitute a legal, valid, and binding obligation, enforceable against it, and (iv) the execution of and performance under this Agreement shall not constitute a default under any material contract by which it or any of its material assets are bound.
  2. INKA hereby warrants that: 
    1.  to the best of its knowledge, the use of the Licensed Product will not infringe or misappropriate any Intellectual Property Rights of any third party. 
    2.  it will use a commercially reasonable virus detection computer software program to test the Licensed Product for known worms, viruses or any other routine that can disable, erase or otherwise harm the Company’s hardware, software, data or systems (collectively, “Malicious Code”) prior to delivery to the Company. INKA will not be liable for any Malicious Code introduced into the Company’s network to the extent that such Malicious Code could not have been detected by INKA using a commercially reasonable virus detection computer software program. For instance, if the Malicious Code is introduced through vulnerability in the Company’s network not created by the Licensed Product, then despite the foregoing provisions in this Section 8.2.2, the Licensor shall have no liability for such Malicious Code. 
  3. Disclaimer. THE LICENSED PRODUCT IS PROVIDED ON A “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND WITHOUT EXPRESSs OR IMPLIED. THE WARRANTIES SET OUT IN SUBSECTION 8.2.2 ARE THE SOLE AND EXCLUSIVE WARRANTIES IN RELATION TO THE LICENSED PRODUCT, UPDATES, UPGRADES, SUPPLEMENTS, MAINTENANCE AND SUPPORT SERVICES AND ANY OTHER ITEMS OR SERVICES PROVIDED HEREUNDER AND ANY OTHER EXPRESS OR IMPLIED WARRANTIES ARE EXCLUDED (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, SUITABILITY FOR COMPANY’S REQUIREMENTS OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE) EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED. INKA DOES NOT WARRANT THAT USE OF THE LICENSED PRODUCT WILL BE ERROR-FREE OR THAT USE OF THE LICENSED PRODUCT WILL MEET THE COMPANY’S NEEDS. THE COMPANY REPRESENTS THAT (A) IT HAS THE REQUISITE EXPERTISE TO EVALUATE THE SUITABILITY OF THE LICENSED PRODUCT AND THAT THE COMPANY HAS IN FACT UNDERTAKEN ITS OWN INVESTIGATION OF THE SUITABILITY OF THE LICENSED PRODUCT FOR THE COMPANY’S PURPOSES; AND (B) IT HAS RELIED UPON ITS OWN SKILL AND JUDGMENT IN SELECTING THE LICENSED PRODUCT FOR THE COMPANY’S PURPOSES IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF THIS AGREEMENT.
     

7. REMEDY LIMITATIONS. 

INKA’s entire liability and INKA’s sole and exclusive remedy for breach of the foregoing warranty shall be INKA’s option to either (a) return to Company the license fee for the period in which the Licensed Products did not perform according to this warranty, or (b) repair the defects or replace the Licensed Products within a reasonable time.

 

8. INDEMNIFICATION. 

Parties herein agrees to indemnify, defend, and hold harmless the Other Party and its officers, employees, directors, agents, affiliates, subsidiaries, successors, and assigns from and against any and all third party claims, damages, liabilities, loss, government fines, costs and expenses (including reasonable attorney fees and litigation expenses), arising out of or related to (a) any alleged or actual breach of any representation, warranty or covenant made in this Agreement, (b) Indemnity by Company for any content distributed by Company services or any other aspect of Company’s provision of Company services, or (c) any collection or use of personally identifiable information regarding users of Company services.

 

9. LIMITATION OF LIABILITY.  

INDEPENDENT OF, SEVERABLE FROM AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT INCLUDING ANY INDEMNITY OBLIGATION OF EITHER PARTY, ANY MISREPRESENTATION OR FRAUD BY EITHER PARTY; OR ANY ACT OR OMISSION BY EITHER PARTY CAUSING DEATH OR BODILY INJURY OR LOSS OR DAMAGE TO TANGIBLE PROPERTY, IN NO EVENT WILL THE EITHER PARTY’S  AGGREGATE LIABILITY TO THE OTHER PARTY (INCLUDING LIABILITY TO PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY THAT PARTY), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE LICENSED PRODUCT, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF ANY DUTY) OR OTHERWISE EXCEED THE CONSIDERATION PAID BY THE COMPANY TO THE INKA UNDER THIS AGREEMENT. IN NO EVENT WILL THE EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.  

 

10. GOVERNING LAW AND DISPUTE RESOLUTION.  

  1. Governing Law. This Agreement shall be interpreted according to the laws of the South Korea and the Parties submit to the exclusive jurisdiction of the Courts of South Korea excluding its conflicts-of-laws provisions which would refer construction hereof to the laws of another jurisdiction. Save and except for the remedies of equitable relief, interim relief, or interim measures, the Parties shall be bound to refer the Disputes to arbitration in accordance with the provisions of this Agreement, and each party to this Agreement hereby irrevocably submits to the non-exclusive jurisdiction of the Courts of South Korea for the purpose of seeking equitable relief, interim relief, or interim measures. It is hereby clarified that the Parties shall have the discretion to seek equitable relief, interim relief, or interim measures or enforce any Award in any court of competent jurisdiction (a) before commencement of arbitral proceedings as per the provisions in this Agreement, or (b) during arbitral proceedings, or (c) at any time after the making of the Award by the arbitral tribunal but before it is enforced.
  2. Settlement of Disputes. Any claim, question or difference of opinion arising out of or attributable to the construction, interpretation or performance of the terms and condition of this Agreement, whether arising during the term or after its termination, abandonment or breach, which cannot be resolved by negotiation between the designated executives of company and Customer, shall be considered a “Dispute.”  If a Dispute cannot be amicably resolved within thirty (30) days from the first date that a Party notifies the other of such Dispute either Party may commence the arbitration) with respect to such Dispute by providing the other Party a notice specifying the nature of the Dispute and the points at issue including a detailed description of the facts of the Dispute with relevant dates, names of personnel involved, references to relevant documentation (with copies attached), this Agreement and a statement of claim and submission of the Dispute to be resolved by arbitration (the “Arbitration Notice”).  Upon receipt of the Arbitration Notice the parties shall convene with a professional mediator within 14 calendar days, in an effort to settle the dispute, prior to Arbitration. The arbitration shall be conducted in accordance with the provisions of the Rules of Arbitration of the International Chamber of Commerce by three arbitrators. Each Party shall appoint one independent arbitrator, and the two appointed arbitrators shall appoint a third independent arbitrator who shall act as the presiding arbitrator. All three arbitrators shall constitute an arbitration tribunal. The arbitration proceedings and the seat of arbitration shall be in South Korea.  The arbitration proceedings shall be conducted in the English language. The decision of the majority of arbitrators on any issue before the arbitration tribunal shall constitute an award of the arbitration tribunal (“Award”) and shall be final and binding on the Parties. The Award must be in writing and shall specify in reasonable detail the evidence and factors considered by the arbitration tribunal and the reasons for the decision on each issue including dissent of any arbitrator. The Award may be enforced and entered as a judgment in any court of competent jurisdiction. In the event the Parties are unable to reach agreement on an arbitrator within thirty (30) days after receipt of an Arbitration Notice, the arbitration tribunal shall be appointed in accordance with the applicable provisions of the International Chamber of Commerce.  The Parties agree that the Party prevailing in the arbitration proceeding shall be awarded costs (including its reasonable attorneys’ fees) incurred in initiating (or responding) to a Dispute and resolving the Dispute, provided, that, during the arbitration proceedings the Parties shall each bear one-half of the cost of the arbitration tribunal.
     

11. MISCELLANEOUS

  1. ASSIGNMENT. Neither Party may assign the Agreement or any right, interest, or benefit under the Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, delayed or conditioned. However, INKA may assign its rights or delegate its obligations under the Agreement or without the consent of the Company to: (i) any entity resulting from any merger, consolidation, or other reorganization; (ii) any of its affiliates; or (iii) any individual or entity to which INKA transfers all or substantially all of its assets related to performance of the Agreement. In the event the assigning Party is the Company, INKA may impose a reasonable license fee on any such assignment. 
  2. Exclusion of Convention. The Parties hereto agree that the application of the United Nations Convention on Contracts for the International Sale of Goods will not apply to any part of any transaction which may result from any negotiations, discussions or agreements, including this Agreement, between the parties and the same is hereby strictly excluded. 
  3. Independent Parties. Nothing in this Agreement will be construed as creating an employer-employee relationship, an agency relationship, a partnership, or a joint venture between the Parties.
  4. Force Majeure. Neither party shall be liable to the other party or its affiliates for non-performance or delay in performance of any of its obligations under this Agreement, other than the obligation to pay amounts due to the other party in a timely manner, due to causes reasonably beyond its control such as acts of God, including, but not limited to, fire, flood, epidemic, natural disasters, strikes, lock-out, labor trouble, shortages of transportation, facilities, fuel, or energy, other industrial disturbances, lack of raw materials, unavoidable accidents, governmental regulations, wars, riots, embargoes, or acts of civil or military authorities. Immediately after the cause is removed, the party suffering the events of force majeure shall perform such obligations with all due speed. Should any event of force majeure continue for thirty (30) days or more, either party may terminate this Agreement upon written notice to the other party. 
  5. Construction. If any provision of this Agreement is unenforceable or invalid under any applicable law or is so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such provision within the limits of applicable law or applicable court decision. 
  6. No Waiver. Failure or delay of or by either Party to exercise any right or remedy under this Agreement or to require strict performance by the other Party of any provision of this Agreement shall not be construed to be a waiver of any such right or remedy or any other right or remedy hereunder.   All of the rights of each Party under this Agreement shall be cumulative and may be exercised separately or concurrently.
  7. Counterparts. This Agreement may be executed in two or more counterparts, each of which when executed shall be deemed to be an original, and all of which taken together shall constitute one and the same Agreement.
  8. Anti-Bribery. The Parties agree that they have and will in the future abide by all applicable anti-corruption and anti-bribery laws.  No party has given or received an improper payment in the negotiation of the Agreement.
  9. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior or simultaneous representations, discussions, negotiations and agreements, whether written or oral. This Agreement may be amended only by a writing signed by the Party‘s authorized representative.

 

IN WITNESS WHEREOF, the Parties have entered into this License Agreement as of the effective date written above. 


EXHIBIT A– Royalties, Payment, and Billing 

1. FEES AND REPORTING 

  1. FEES. We calculate and bill fees and charges monthly. INKA may bill you more frequently for fees accrued if we suspect that your account is fraudulent or risk of non-payment. You will pay us the fees and charges for use of the Service Offerings as described on the PallyCon Site using one of the payment methods we support. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fee and charges for any new Service or new feature of a Service will be effective when we post update fees and charges on the PallyCon Site, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services you are using by giving you at least 30 days’ prior notice.
  2. Taxes. All fees and charges payable by Company are exclusive of all applicable taxes and duties, including VAT and applicable sales Tax. All payment shall be done without any deduction of tax and shall be subject to receipt of invoice. 
  3. Late Payment Fee: Any amounts payable by Company which are not paid within thirty (30) days after they are due shall bear interest at a rate of 1.5% per month (equivalent to 18% per annum) from the due date until such amount is paid.

EXHIBIT B– Technical Support 

1. Standard Technical Support    

  1. As part of this Agreement, INKA supplies Standard Technical Supports for the implementation and integration of the Licensed Product with Company’s application and service. Standard Technical Supports supply free-of-charge services via INKA’s Helpdesk website (https://pallycon.zendesk.com) during the period of two (2) months from the effective date of this Agreement or service goes live whichever is earlier.  After two (2) months from the effective date of this Agreement, additional support fee will be charged for each technical support ticket.  
  2. INKA provides technical support to the Company for the errors of the Licensed Product not resolved by Company. Services shall include efforts by INKA technical team to identify defective source code and to provide corrections, workarounds and/or patches to correct the errors. Company shall provide sufficient information for INKA technical team to enable to duplicate the errors. INKA technical team will use reasonable commercial efforts to communicate with the Company to receive the reports of the errors with sufficient information via INKA’s Helpdesk website (https://pallycon.zendesk.com) and deliver a response which shall be responded within two (2) business date. ‘Response’ doesn’t necessarily mean specific solution for the issue, but means acknowledgment and general solution about the issue. 
  3. INKA technical team will not be required to correct any errors of the Licensed Product caused by (a) incorporation, attachment of a feature, program, or device to the Licensed Product, or any part thereof, save and except such features / customization has been done by INKA; (b) any nonconformance caused by accident, transportation, neglect, misuse, alteration, modification, or enhancement of the Licensed Product; (c) the failure to provide an installation environment recommended for the Licensed Product; (d) use of the Licensed Product for other than the specific purpose which Licensed Product intended; (e) use of the Licensed Product on any systems other than the specified software and hardware platform

 

2. Professional Technical Support. 

  1. Upon company’s request, INKA supplies Professional Technical Support which provides engineering resources for the implementation and integration the Licensed Product with Company’s application and service. The fee of the Professional Technical supports varies by the types of the technical supports which are proposed after the evaluation of the project. Reasonable travel and accommodation related expenses in connection with on-site professional services shall be covered by Company.

Exhibit C- Service Level Agreement 

 This Service Level Agreement (“SLA”) is made and entered into by and between INKA Entworks (“INKA”), located at 608, Nonhyeon-ro, Gangnam-gu, Seoul, Korea, 06109, and Customer (“Customer”), for the services required to support and sustain Pallycon DRM Cloud Service defined as Section 1.5 in the PallyCon Service Agreement for Pallycon DRM (“Agreement”)

 

1.Definitions

  1. “Service Downtime” is when a service user is unable to use the service due to an internal problem of Cloud Service.
  2. “Planned Downtime” occurs when a user is unable to use the Service due to the planned maintenance service.
  3. “Unplanned Downtime” means all of Downtime excluding Planned Downtime above.
  4. “Availability Rate” is a proportion of time a service is in a functioning condition in a planned available service time.
  5. “Availability Shortfall” occurs when the availability rate does not meet the expected level defined in SLA. The portion of compensation to the Customer depends upon the amount of the shortfall.

 

2. Scope and Term

2.1. Scope

(1) DRM License Issuance for requests from DRM client

(2) Registration of content packaging information

(3) Web service for checking license issuance status

(4) Online Customer Support via Helpdesk website (pallycon.zendesk.com)

 

2.2. Term

The term of SLA shall be subject to the said License Agreement commences as of the effective date of the said License Agreement.

 

3. INKA’s Responsibility

(1) Meeting response times associated with service related incidents.

(2) Appropriate notification to Customer for all scheduled maintenance.

 

4. Customer’s Responsibility

(1) Payment for all support costs at the agreed interval.

(2) Reasonable availability of customer representative(s) when resolving a service related incident or request.

 

5. Exclusion.

Service failures caused by the followings are excluded from SLA: 

(1) Failures due to the third party software, hardware or service including network or Amazon Web Service.

(2) Errors caused by the Customer’s integration with the Service or SDK.

(3) Failures caused by force majeure described in the license agreement.

 

6. Service Levels

Effective support of in-scope services is a result of maintaining consistent service levels. The following sections provide relevant details on service availability, monitoring of in-scope services and related components.

 

6.1. Service Availability

INKA should measure the following service availability.

  • Availability Rate
    • Availability Rate is calculated with Scheduled Service Uptime and Service Downtime counted by 10 minutes period.
    • Momentary service downtime less than 10 minutes is not calculated for Availability Rate.
    • Service downtime related with SLA Exclusion is excluded from Availability Rate calculation.
  • Availability Shortfall
    • Availability Shortfall occurs when the monthly Availability Rate has fallen below INKA’s Service Level Objective.
    • If Service Availability Shortfall occurs, INKA shall offer free license issuance royalty as described in the section 7.2.
  • Service Level Objective
    • The targeted monthly Availability Rate is 99.5%
    • To accomplish 99.5% the above objective, the Unplanned Downtime should be under 210 minutes per month.

6.2. License Server’s Performance

INKA shall undertake reasonable effort to achieve the following average response time for the Service’s license server.

(1) 3 seconds of response time for license request

(2) 5 seconds of response time for initial registration of client device.

(3) 5 seconds of response time to register content packaging information.

 

7. Support and Compensation

7.1. Customer Support

In support of services outlined in this Agreement, INKA will respond to service related incidents and/or requests submitted by the Customer within the following time frames:

(1) Within 24 hours for initial notification response.

(2) Within 3 working days for detailed support result.

 

7.2 Compensation for Availability Shortfall

In the event of Availability Shortfall, INKA shall offer free license issuance as follows:

(1) 99% ~ 99.4%: 10% of monthly per license royalty

(2) 95% ~ 98.9%: 25% of monthly per license royalty

(3) Under 95%: 50% of monthly per license royalty

 

The additional free licenses will be applied to calculation of service fee for the month in which the Availability Shortfall happened.

 

 

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