SLAs: Service Levels

Table of Contents:

• Support Services

• Availability or Uptime

• Response Times

• SLA Exclusions

SLAs: Service Levels

Support Services

Support, as applicable to services and software. is commonly delivered in three different forms: updates, upgrades, and workarounds. It is important for the parties to clarify the distinction among these categories:

Exemplar C67A-1

''Update'' means a modification, correction or addition to the Software or documentation, including updates and enhancements (generally denoted by a change to the minor (right of the decimal point) version number of a Supplier product) that Supplier makes available to its commercial customers as a part of the basic support services under a software support and maintenance agreement without additional charge. The definition of ''Update'' excludes Upgrades.

''Upgrade'' means an enhancement or addition to the Software other than an Update (generally denoted by a change of the major (left of the decimal point) version number of a Supplier product) which Supplier does not make available to its commercial customers as a part of the basic support services under a software support and maintenance agreement but rather is only made commercially available subject to payment of a separate incremental license fee or upgrade charge.

''Workaround(s)'' means a series of instructions, procedural steps or usage clarifications to avoid an Error or unwanted effects. A Workaround does not involve issuance of new programming code.

Availability or Uptime

A key metric used to assess the performance of certain online services (e.g., SaaS or cloud-based services) is availability or uptime of the service:

Exemplar C67A-2

Contractor will ensure that the Availability of the Service is 99.99% during any calendar month, excluding Excluded Time, unless otherwise defined in a specific Schedule. The Service Level Target will be calculated on a monthly basis using this formula:

Availability = Total Time – Unplanned Downtime x 100

Total Time

“Excluded Time” means any time that a Product is not available due to Planned Maintenance or a Force Majeure Event.

“Planned Maintenance” means maintenance time that is scheduled in advance. Planned Maintenance downtime will not exceed 4 hours per maintenance activity. A minimum of 14 days’ notice will be provided to Customer for all Planned Maintenance where downtime is required.

“Span of Control” means the physical infrastructure, supporting network elements, power, support services, hardware and software provided to use or provide the Services or which are connected to the provision of the Services that are under Contractor’s control.

“Total Time” means the total number of hours in the relevant calendar month (for example, Total Time in January shall be 24 x 31 = 744) excluding Excluded Time.

“Unplanned Downtime” means the time in the relevant calendar month that a Product is unavailable due to issues within Contractor’s Span of Control. Unplanned Downtime excludes Excluded Time.

Exemplar C67A-3

The Service will be accessible 24 hours a day, 7 days a week, except during maintenance periods, network or security incidents and other downtime events as described below. While Contractor targets an availability rate of 99%, it does not warrant that the Service will be uninterrupted or error free. Contractor shall make end-user support available by telephone each business day (Monday to Friday) during normal business hours. Support requests or incidents can be raised by email or telephone.

Exemplar C67A-4

Provider’s Service Availability commitment for a given calendar month is 99.5%. Service Availability is calculated per month as follows:

(Total Unplanned Outage Planned Maintenance) X 100

(Total - Planned Maintenance)

Definitions:

• “Total” is the total minutes in the month

• “Unplanned Outage” is total minutes unavailable due to an unplanned outage in the month

• “Planned Maintenance” is total minutes of planned maintenance in the month.

If actual maintenance exceeds the time allotted for Planned Maintenance it is considered an Unplanned Outage. If actual maintenance is less than time allotted for Planned Maintenance, that time is not applied as a credit to offset any Unplanned Outage time for the month. The measurement point for Service Availability is the availability of the Provider Production Service at the Provider production data center's Internet connection points. Customer may request an availability report not more than once per month via the Customer Center.

Exemplar C67A-5

Contractor strives for a 100% Uptime. If Uptime falls below 99.9% in a given subscription month, Contractor will offer a free extension of Customer's subscription period of five (5) days per each subscription month during which Uptime fell below 99.9% ("Service Extension"). "Uptime" means the percentage of time in a subscription month that Contractor's management console and Contractor's API services are available for access, as measured by Contractor and can be seen on the Service's online status dashboard. This SLA is Customer's sole and exclusive remedy for any downtime experienced.

Response Times

In the following exemplars, when a service incident occurs leading to service failure or unavailability, the service provider is obligated to respond to such failure or unavailability in accordance with the severity of the failure:

Exemplar C67A-6

Contractor will assign a priority level to inbound support requests or incidents as follows:

• Critical: issues that either completely block the use of the Platform or any other Service or are related to safety & security.

• High: issues preventing effective use of the Platform or another Service.

• Operational: questions, requests, or issues that do not adversely affect use of the Platform or another Service to a material extent, but require resolution.

• Contractor' target response times:

• Critical: if relating to availability, automatically flagged by Contractor' infrastructure service providers and immediately actioned on a 24/7 basis. All other critical requests will be reviewed on receipt within normal business hours and prioritised by Contractor for immediate investigation and resolution. Contractor will provide an initial response within 1 hour (during normal business hours), which will include a high priority resolution plan.

• High: reviewed on receipt within normal business hours and prioritised for immediate investigation. Initial response within 3 hours (during normal business hours).

• Operational: reviewed on receipt within normal business hours and prioritised for investigation and resolution based on severity/impact. Target initial response within 1 day (during normal business hours).

Contractor may at its discretion and without notice make upgrades, fixes or enhancements to the Service or otherwise modify the Service at any time.

Exemplar C67A-7

Once an Incident Ticket has been submitted, CONTRACTOR will respond to Incident Tickets within the following Initial Response Times. CONTRACTOR will then keep Customer regularly informed by email, using its internal ticketing system, regarding progress on the Incident. The Update Frequency commitments, below, are based on Incident Priority and the availability of any status changes.

Incident Priority | Initial Response Time

P1 Incident | 30 Minutes

P2 Incident | 60 Minutes

P3 Incident | 4 Hours

P4 Incident | 8 Hours

“Incident” means any material problem, error or failure or deviation that impacts the availability or functionality of the Product, as stated in the applicable Product Schedule, or a general service inquiry.

“Incident Ticket” means the support team’s documentation of Customer’s communication to OM about an Incident.

“P1 Incident” means an Incident that results in a) a complete loss of one, some or all of the functionality of the Product and/or a complete loss of one or more Services causing immediate and significant business impact; (b) a major degradation of any functionality of the Product that has a major impact on Customer and its end users.

“P2 Incident” means an Incident that results in (a) material delays in the Services; (b) a degradation of the Product’s functions; (c) a bug, defect or fault with Services that has a significant impact on Customer; (d) any noticeable mobile network connectivity issues initiated by OM (excluding third party connectivity) that impacts Customer; or (e) the web reporting portal is unavailable.

“P3 Incident” means a disruption of a single function of a Product where one or more end users are unable to access the Services but a workaround can be deployed immediately to ensure successful resumption of service. For the avoidance of doubt, any workaround shall not relieve the obligation to address the underlying issue in accordance with this SLA. In the event that no workaround is immediately available then the Incident should be designated P1 or P2 (as appropriate).

“P4 Incident” means a non-urgent Incident; e.g., (a) queries for general information or points of clarification on functionality or a feature of any element of the Services or data or records; or (b) a cosmetic issue with the Services.

SLA Exclusions

The parties may agree to exclude certain events from the definition of a service failure and/or the calculation of downtime, which are reasonably out of the control for the service provider:

Exemplar C67A-8

In calculating availability, downtime caused by any of the following shall not be included: (i) announced maintenance or hotfixes to resolve problems, circuit or connectivity outages, or third-party connection or system outages (such as payment processors or third-party loyalty hosts); (ii) use of services, hardware, or software not provided by Provider, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services; (iii) continued use of a service after Provider advised Customer to modify its use of the service, if Customer did not modify its use as advised; (iv) preview, pre-release, beta or trial versions of a service, feature or software; (v) Customer’s failure to follow appropriate security practices; or (vi) failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or Customer’s use of the service in a manner inconsistent with the documentation for the service.

Exemplar C67A-9

The Service may become wholly or partially unavailable without notice in the event of: (a) network failures, interruptions, outages, delays, third party system unavailability or other connectivity problems, (b) suspension of the Service by Contractor in order to remedy a vulnerability or data breach likely to compromise the security of the Service or of any user data, (c) routine or extraordinary maintenance or updates. In such event Contractor will have no responsibility or liability towards you in relation to the unavailability of the Service. Contractor will notify you and provide details of the outage and planned resolution of the problem. Unavailability may be without notice in the case of unexpected incidents.

Exemplar C67A-10

The Service Commitment does not apply to any unavailability, suspension or termination of Services, or any other performance issue: (i) that results from a suspension of services described in the Agreement; (ii) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of Contractor; (iii) that results from any actions or inactions of Customer or any third party; (iv) that results from Customer equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); or (v) arising from our suspension and termination of Customer’s right to use Contractor Services in accordance with the Contractor Agreement (collectively, the “Contractor SLA Exclusions”). If availability is impacted by factors other than those used in our calculation of the Error Rate, Contractor may issue a Service Credit considering such factors in our sole discretion.

Exemplar C67A-11

Service Extension will not be awarded in the following circumstances: (a) circumstances beyond Contractor’s reasonable control, including but not limited to network issues outside of Contractor's control (including DNS and connectivity problems), war, terrorism, labor disturbance, interruption of telecommunications, failure of third party software or services, or acts of God; (b) acts or omissions by Customer or its users; (c) downtime for maintenance that has been advised to Customer at least 72 hours in advance; and (d) downtime resulting from individual periods of non-availability lasting less than five (5) minutes.

Exemplar C67A-12

For clarity, the following events will excluded from downtime (non-exhaustive list): failure of customer’s systems, failure of internet connectivity external to Contractor’s data centers, Operator message delivery throttle rates, number lookups, device capability lookups, carrier identification lookups, Customer virtual private network (“VPN) connections, Customer applications, abnormal Customer traffic behavior, and failure of mobile networks used for delivery of messages or processing of payments associated with the Services.

Exemplar C67A-13

The Application Software will be available 99.5% of the time. “Availability” is defined as the ability to successfully access the Application Software over the public internet and use the intended functionality without excessive latency. “Unavailability” consists of the number of minutes that Application Software is not available to Customer but will not include any unavailability (a) which Customer fails to report to Provider within two business days; (b) resulting from network latency between Provider’s hosting provider and the Customer computer(s) accessing the Application Software; (c) resulting from (i) Scheduled Maintenance or (ii) reasons of catastrophic failure (such as events of Force Majeure).

Exemplar C67A-14

Supplier shall not be liable for any failure to meet Monthly Uptime Percentages to the extent that such failure is directly attributable to: (i) a Force Majeure Event; (ii) Customer’s or another Third Party’s (as defined below) breach of or failure to perform its obligations under the Agreement or a Statement of Work, provided that (a) Supplier has provided Customer with reasonable notice of such failure immediately after becoming aware of it, and (b) Supplier has determined that such failure will adversely impact Supplier’s performance of Services, and (c) Supplier has used commercially reasonable efforts to perform notwithstanding such failure; or (iii) the first manifestation of an extraordinary latent error or defect in Equipment used by Supplier in providing the Services (and any related repeated instances pending the applicable Supplier’s correction of the defect) if such defect was (a) unknown to Supplier, and (b) not disclosed in any information distributed by the third party licensor, manufacturer, or distributor, and (c) not preventable or discoverable during normal testing or maintenance procedures. The foregoing is referred to herein collectively as an “Excused Performance Problem”. A “Third Party” shall mean any entity or individual selected by Customer to provide any service or deliverables that impact Supplier’s ability to perform its obligations under this Agreement or any individual Statement of Work, but shall not include Third Party Subcontractors that are managed or engaged by Supplier in connection with providing the Services.