Service Level Agreement

This SERVICE LEVEL AGREEMENT (“SLA”) forms the Terms and Conditions (“Terms”) between Digital Barriers (“Provider”) and the Customer and outlines the level of support services to be provided by the Provider to the Customer. This SLA defines the metrics, responsibilities, and procedures to ensure efficient and effective technical support services (“Support Services”) for the Customer’s systems and applications. The Provider retains the right to change, update, or modify this SLA at any time to which the Customer will be notified.

1. DEFINITIONS

“Documentation” means the applicable description of the relevant Subscribed Service (as updated from time to time), which as at Order Acceptance is the latest version available; and in respect of each Subscribed Service, the relevant instructions as to how to use that part of the Services made available by Provider (as updated from time to time).

“Enhanced Service Offerings” means service offerings provided by Provider and purchased by Customer where specialized support is required to meet the specific needs and requirements of Customer.

“Incident” means  an event that disrupts or deviates from the normal operation of a supported service and requires investigation, diagnosis, and resolution to restore normal service operation as quickly as possible.

“Maintenance” means scheduled unavailability of the Provider’s services, as announced by the Provider prior to the services becoming unavailable.

“SaaS Service” means Subscribed Services Application as described in the Documentation, as updated from time to time.

“Service Credit” means the number of additional support days free of charge granted to Customer as measured and calculated against Table 2 and is only available for the performance of Enhanced Service Offerings as set out in the Order Form.

“Subscribed Services” means SaaS (Software as a Service) Service (including such Support Services) to which the Customer has subscribed as set out in the Purchase Order or as detailed in the relevant Order Form.

“Support Services” means in respect of the Subscribed Services, the Level 3 and Level 4 Technical Support Services supplied by the Provider to Customer for the resolution of Incidents for which a resolution is not available in Provider’s technical support information databases.

2. PROVIDER OBLIGATIONS

2.1   Support Obligations. During the Term, the Provider will provide Support Services to the Customer and/or its Users if authorized by Customer in accordance with this SLA (each request for support, a “Request”).

2.2   Helpdesk Support. The Customer may submit Requests by e-mailing the Provider at support@edgevis.com  or through the User Account of the Subscribed Services.

2.3   Support Hours. Support Services will be available between the hours of 09:00 to 17:30 GMT or 08:30 to 17:30 CST Monday through Friday (excluding weekends and recognized holidays). Outside these hours a remote engineer can be on call twenty-four hours per day, seven days per week, and throughout the year if agreed between the Parties and as set out in the Order Form.

2.4   Initial Setup and Training. Provider will provide initial setup, training and services in accordance with the terms of an applicable Order Form. In addition, during the Term, the Provider will provide online training materials through its website, the Services or otherwise. This may be in the form of frequently asked questions (FAQs), user manuals and/or training videos.

3. CUSTOMER OBLIGATIONS

3.1  The Customer will provide the Provider with all necessary access rights and permissions to systems, applications, and relevant information required for Support Services.

3.2  The Customer will promptly report support issues to the Provider through the designated channels.

3.3  The Customer will cooperate with the Provider in providing necessary information, logs, and access to troubleshoot and resolve the Incident.

3.4  The Customer will designate a primary contact person responsible for the coordination and communication of the Support Services.

4. SUPPORT INCIDENT PRIORITY LEVELS, RESPONSE TIMES, AND RESOLUTION TIMES

4.1  Incident Response. Provider will respond to Requests as follows as set forth in Table 1 – Service Level (the Priority Level will be determined by the Provider in its reasonable discretion):

Table 1 – Service Level

4.2  Deemed Response. Provider is deemed to have responded when it has replied to a Customer’s Request in the form of an email or telephone call, to acknowledge receipt of Customer’s Request, provide a solution, or request further information.

4.3  Resolution Time Objectives. These do not include the time taken by the Provider to gather system information, transaction data and reproducible test cases necessary to determine the nature of the issue and to isolate defects in the Software. Provider shall, upon reasonable request by Customer, obtain and provide to Customer system information, transaction data, and reproducible test cases as necessary to determine the nature of the Incident and to isolate any defects in the Supported Software. Such information shall be treated as the Confidential Information of the Customer.

5. SUPPORT SERVICES ESCALATION

5.1 Support issues may be escalated by the Customer as follows:

(a)   Priority Escalation. Customer may escalate the priority of a Request by notifying the Provider’s support resources if there are extenuating circumstances that cause or could cause the support issue to have an adverse impact on the Customer’s business. The request to escalate the severity of a support issue may be initiated by submitting or updating an e-mail with the word “escalate” in the subject line.

(b)   Managerial Escalation. Customer may request managerial escalation of a Request by contacting the Provider’s applicable contact persons. Issues may be escalated through subsequent levels of management as required until the support issue is resolved.

6. SERVICE CREDITS

6.1   Service Credits will only be available for Customers who have purchased Enhanced Service Offerings as defined under Section 1.

6.2   Service Credits will be issued to the Customer if the Provider fails to meet the defined Service Level Objectives (“SLOs”) as specified in Table 2 or unless as agreed otherwise by the Parties. Service Credits will only be granted for significant and recurring deviations from the SLOs.

6.3   Response and Resolution times for P1, P2 and P3 occurring within a quarter will be evaluated against the criteria as set in Table 1.

6.4   The Service Credit will take the form of additional free days of support for the Supported Service. Multiple issues with the same root cause and fix will be treated as a single issue for the purpose of calculation.

Table 2 – Service Level Objectives

6.5   Service Credit Request Process.

• a)Eligibility: Customer may submit a Service Credit request if they believe that the Service Provider has failed to meet the defined as specified in Table 2 – Service Level Objectives (SLOs).

• b)Notification: Customer shall promptly notify the Provider in writing of the service disruption or underperformance that qualifies for a Service Credit for the relevant quarter. The notification should include the date, time, response, and resolution times.

• c)Evaluation: Provider will evaluate the eligibility of the Service Credit Request. Provider will determine whether the reported incident constitutes a significant and recurring deviation from the SLOs.

• d)Approval: If the Service Credit Request is deemed eligible, Provider will approve the request and proceed with issuing the corresponding Service Credits. The Customer will be notified of the approval and the number of free support days granted.

• e)Utilization of Service Credits: Customer may utilize the granted service credits by requesting free support days for the supported service. Customer and Provider will coordinate to schedule and utilize the free support days within ninety (90) days from the date of issuance.

6.6  Sole Remedy. Unless otherwise provided in the Terms, the Customer’s sole and exclusive remedy for any non-performance, or other failure by us to provide the Support Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

7. LIMITATIONS ON SUPPORT

Limitations on Support. Provider’s obligation to provide support is contingent upon proper use of the Subscribed Services and full compliance with the Agreement and SLA. Provider shall be under no obligation to provide support should the support be required due (i) to failure to operate the Subscribed Services within any recommended system requirements provided with the Software; (ii) any modification or attempted modification of the Subscribed Services by the Customer or any third party; or (iii) Customer’s failure to implement Software changes or upgrades recommended by Provider.

8. SLA EXCLUSIONS

8.1 SLA Exclusions. The following are not covered or included within the scope of this SLA.

• a)Force Majeure Events: exclude disruptions or service impacts caused by force majeure events, such as natural disasters, acts of terrorism, war, strikes, or other events beyond the reasonable control of the Provider.

• b)Planned Downtime: scheduled Maintenance windows or planned downtime for system upgrades, updates, or other pre-approved activities. Provider will communicate the timing and duration of such events to minimize the impact on Customer.

• c)Customer-Induced Issues: incidents or problems resulting from the Customer’s actions, negligence, or failure to adhere to recommended guidelines, procedures, or best practices. This may include misconfiguration, unauthorized modifications, or improper use of the service.

• d)Third-Party Services: issues arising from the performance, availability, or integration of third-party services or components that are beyond the direct control of the Provider. This includes any disruptions caused by third-party APIs, infrastructure, or software.

• e)Internet or Network Connectivity Issues: disruptions or performance issues caused by the Customer’s internet service provider (ISP) or network connectivity problems that are outside the Provider’s network boundaries.

• f)Unauthorized Access or Cybersecurity Incidents: incidents caused by unauthorized access attempts, hacking, security breaches, or malware infections that originate from external sources or due to Customer’s security vulnerabilities.

• g)Customer Equipment or Infrastructure: issues related to the Customer’s hardware, software, equipment, or infrastructure that are not directly provided or maintained by the service provider. This includes issues arising from the Customer’s internal network, devices, or non-supported configurations.