First Amendment to Interactive Television Agreement between Allin Interactive Corporation and Carnival Cruise Lines

Contract Categories: Business Operations › Services Agreements
Summary

This amendment updates the Interactive Television Agreement between Allin Interactive Corporation and Carnival Cruise Lines. It revises the support service levels, including how support issues are tracked, prioritized, and resolved, and sets specific response time expectations. The amendment also covers the provision of pay-per-view movies, subject to a separate agreement with Swank Motion Pictures, and outlines conditions under which these services may be terminated. Both parties agree to the new terms, which clarify responsibilities and procedures for technical support and additional services.

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EX-10.13 3 dex1013.txt AMENDED INTERACTIVE TELEVISION AGREEMENT Exhibit 10.13 November 26, 2001 VIA FACSIMILE/FIRST CLASS MAIL Carnival Cruise Lines Attention: Myles 3655 NW 87th Avenue Miami, FL 33178 Re: First Amendment to Interactive Television Agreement dated February 20, 2001, by and between Allin Interactive Corporation and Carnival Cruise Lines (hereinafter "First Amendment") Dear Myles: This letter is to amend the Interactive Television Agreement dated February 20, 2001, by and between Allin Interactive Corporation and Carnival Cruise Lines. Capitalized terms shall have the meaning as set forth in Section 1 of that Agreement. Whereas, Allin will provide Support Services to CCL pursuant to Section 9.2 of the Agreement; and Whereas Schedule 9.2(b) describes the Support Services to be provided. Now, therefore, the parties desire to amend Schedule 9.2(b) as attached to this First Amendment. In witness whereof, this Amendment has been duly executed by the parties hereto as of the date first above written. Allin Interactive Corporation By: /s/ Richard W. Talarico ----------------------- Its: Chairman & CEO -------------- Carnival Cruise Lines, a division of Carnival Corporation By: /s/ Myles Cyr ------------- Its: Vice President - CAO -------------------- 1 SCHEDULE 9.2(b) --------------- Support Service Level A. Tracking of Support Issues Support issues will be tracked in CCL's problem management system (Clarify). Remote access to Clarify will be granted to Allin. CCL will provide the necessary software licenses and procedures for Allin to access and use Clarify as contemplated herein. Notwithstanding that Allin will be granted access to Clarify, CCL will be solely responsible for notifying Allin of support issues and any change with respect to any support issue. B. Priority Levels Each support issue will be assigned a priority code based on the nature of the failure. Refer to Table 1. For purposes of this Schedule 9.2(b), a failure is a system condition or event that leaves the system in a state where it is performing a level lower than the performance level at the time of system acceptance. Performance is defined primarily by stability, responsiveness, and usability. Prioritization is driven by the nature of the incident as it relates to stability, responsiveness, and usability. For the purposes of this Schedule 9.2(b), these key terms are defined as follows: Stability - the availability of the system and all of its functions Responsiveness - the timeliness with which the system responds to user requests Usability - the degree to which the system is easy for the user to navigate and interact with the system C. Response Time Expectation Given the 24x7 operation of the system and the ship, target resolution times are expressed in clock hours (not business hours). The Target Resolution Timeframe is based upon the start time which is the time Allin is notified by CCL of the support issue. The expectation target (e.g. 90%) is calculated by determining the percentage of incidents that are resolved within the target resolution time for a given priority code. The 90% threshold is designed to drive superior performance while allowing for the occasion where, despite the best efforts of all parties, a given incident might not be resolved within the specified time due to complexity or other external factors that are outside the control of the support organization. Monthly reports will be generated from the Clarify system detailing performance. If service levels targets are not achieved for any given month, representatives from Allin and CCL will meet to review the data, address root cause, and put a plan in place to improve service levels moving forward. 2
- -------------------------------------------------------------------------------------------------------------------- Priority Target Resolution Code Description/Criteria Timeframe Expectation - -------------------------------------------------------------------------------------------------------------------- P1 . Head end issue affecting system stability or responsiveness (except for failure of RF components), or; [REDACTED- 90% . Issue affecting stability of an entire deck or equivalent CONFIDENTIAL number of cabins TREATMENT REQUESTED]hours - -------------------------------------------------------------------------------------------------------------------- P2 . Stability issue affecting 25 or more cabins, or; . Responsiveness issue affecting an entire deck (or equivalent [REDACTED- 90% number of cabins). CONFIDENTIAL TREATMENT REQUESTED] hours - -------------------------------------------------------------------------------------------------------------------- P3 . Usability issue impacting all users of a given module(s), or; . Stability or responsiveness issue affecting less than 24 [REDACTED- 90% cabins. CONFIDENTIAL TREATMENT REQUESTED] hours - -------------------------------------------------------------------------------------------------------------------- P4 . System operation not impacted, or; . Information requests, or; [REDACTED- 90% . User questions / "how-to". CONFIDENTIAL TREATMENT REQUESTED] days - -------------------------------------------------------------------------------------------------------------------- P5 . Non break/fix requests, enhancements [REDACTED- Not applicable CONFIDENTIAL TREATMENT REQUESTED] - --------------------------------------------------------------------------------------------------------------------
The resolution timeframe assumes: 1. Allin will have full remote control capabilities to all System servers; 2. Allin will have dedicated email access for ship personnel responsible for the System; 3. Allin will have phone access to ship personal via CCL's data center or another designated support department which is available 24 hours, 7 days per week; and 4. Support levels and resolution time frames will not apply to hardware problems.. In addition, the support levels described herein do not apply to: 1. RF components of the Head End; or 2. Support issues related to changes made to the System by anyone other than Allin. D. Additional Support CCL may also encounter system performance characteristics that require modification, despite the fact that the system is performing as designed and accepted. Those issues are not subject to SLA and will be subject to the change order process. For example if, subsequent to acceptance, a navigational feature proves to be confusing to the users, the remediation of that feature is not subject to SLA. E. Additional Services Allin will supply pay-per-view movies to the ships covered under this Agreement. Allin's responsibility to supply movies is contingent upon its contract with Swank Motion Pictures (the "Swank Agreement"). Allin acknowledges that has provided CCL with a copy of the relevant provisions of the Swank Agreement. CCL agrees to abide by the terms and conditions of the relevant provisions of the Swank Agreement (and only those provisions provided by Allin under this paragraph), and will, unless otherwise directed by either Swank or Allin, pay Swank directly for the movies supplied under the Swank Agreement in accordance with the terms thereof. If the Swank Agreement is terminated or amended and prevents Allin from providing movies under this Section 9.2, Allin will incur no penalties, damages of any kind whatsoever as a result of its ceasing to provide movies to CCL. In addition, CCL indemnifies Allin from any and all penalties or damages incurred as a result of its providing movies to CCL. 3 Allin shall determine any administrative fee to be charged to CCL for provision of the movies, so long as such fees do not violate the Swank Agreement (subject to CCL's approval not to be unreasonable withheld.) CCL may terminate the Additional Services offered under this subsection E. at any time. The foregoing support terms are intended to convey the spirit of the support agreement, and do not address the detailed process steps and responsibilities associated with the delivery of support. The parties agree to define and document the support process within 90 days of the Effective Date. 4