ALLOY TECHNOLOGIES, INC.

SUPPORT AND SERVICE LEVEL AGREEMENT

Service Level Agreement

1. Definitions. Except as otherwise modified or defined herein, all capitalized terms in this Service Level Agreement have the same meanings as set forth in the Master SaaS Agreement to which this is attached (collectively, “Agreement”). 
2. SLA. Provider confirms an uptime guarantee of greater than 99% per month.
3. SLA Claims

1. Client must notify Provider’s customer support within five (5) business days from date of incident it first believes entitles it to receive a remedy under any one of the SLAs set forth below. Failure to comply with these reporting requirements may forfeit Client’s right to receive a remedy in connection with an SLA. 
2. For all claims subject to validation by Provider, Provider will use log files, database records, audit logs, and any other information available to validate claims and make a good faith judgment on the applicability of SLAs to said incident.  Provider shall make information used to validate an SLA claim available for auditing by Client at Client’s request.
3. In the event that more than one aspect of the product is affected by the same root cause, the single SLA applicable to such product of Client’s choosing may be claimed and no other claim will be validated or otherwise allowed for that event. 
4. Except for gross negligence or willful misconduct, the remedies set forth herein represents Client’s sole and exclusive remedy for Provider’s breach of the SLAs defined in this SLA.

1. Exclusions.  Client shall not have any remedies under any SLA to the extent any SLA claim is due to: (i) use of the Provider Services outside the scope described in the Agreement; (ii) Client or Client equipment and/or third party software, hardware or network infrastructure outside of Provider’s data center and not under the direct control of Provider; (iii) failure of Client or Client to meet the configuration requirements for Client or Client equipment set forth in the Documentation; or (iv) a Force Majeure Event.

Support and Maintenance Terms and Conditions

1. Definitions. Unless otherwise defined herein, capitalized terms used in this Schedule shall have the same meaning as set forth in an order form or the Master SaaS Agreement.

1.1 “Business Day” means Monday through Friday, other than any Provider holiday.

1.2 “Email Support” means technical email assistance provided by Provider to Customer’s technical support contact 24 hours a day 7 days a week for Level One support.  The contact address for Email Support is: support@alloy.ai.

1.3 “Error” means any occurrence which causes the Services not to operate in material conformance with the applicable Documentation with the Severity Levels as provided herein.

1.4 “Incident Report” means the submission made by Client to Provider for the reporting of an Error. Each Incident Report includes the following information: (i) authorized Client support contacts; (ii) Client’s designated Severity Level; (iii) Error description and any error messages; (iv) if applicable, logs, checklists and network diagrams; and (v) problem frequency and procedures to reproduce.

1.5 “Previous Sequential Release” means at any time the release of Services which has been replaced by the then current release of the same Services (e.g. Services 3.0 >> 4.0).  Notwithstanding anything else, a Previous Sequential Release will be supported by Provider only for a period of six (6) months after release of the then current release.

1.6 “Revision” means any Update or Upgrade to the Services that Provider makes generally available.

1.7 “Severity Level” means the three (3) levels or Error severity as defined in Section 3 herein.

1.8 “Support Incident” means a request for assistance to resolve a question, or problem being reported.

1.9 “Update” means a generally available release of a Services modification that provides maintenance corrections or fix, which may include but is not limited to Error correction, that is designated by means of a change in the digits to the right of the first decimal point in the Services version number (e.g. Services 3.0 >> Services 3.1 or 3.0.1 or 3.0.0 Patch 1).

1.10 “Upgrade” means a generally available release of the Services that incorporates feature or function enhancements or extension designated by means of a change in the digits to the left of the first decimal point in the Services version number (e.g. Services 3.0 >> Services 4.0).

2. Support Service Tiers. Support Services shall be for the then current release of the Services and the Previous Sequential Release.

2.1 Standard Support Services shall include:

• Access to and delivery of Provider Support Services from 7 AM to 5 PM PST until Error is resolved.
•  Updates and Upgrades as released by Provider.
•  Unlimited number of Incident Report submissions.

3. Severity Levels. Incident Reports for all errors must be reported by email. Provider will exercise commercially reasonable efforts to correct any Error submitted by Client in an Incident Report in accordance with the following Severity Level definitions:

4. Client Obligations. To enable identification and correction of Errors, Client is required to assist Provider technical support staff until the Error is resolved. Required Client activities may include, but are not limited to, the following: (i) logging into Client’s systems for diagnosis of problems; (ii) downloading and installing of Revisions; (iii) collecting and sending system logs/files to Provider; (iv) modification of Services configuration; (v) re-installation of existing Services; and (vi) assistance with installation of, and participating in, tests for Error fixes.

5. Escalation. Client shall follow Provider’s escalation process and procedures (“Escalation” or “Escalated”).  When Escalation for an issue with resolving an Error is reported by Client, the following procedures shall apply:

5.1 Status Updates.  Each Client support contact shall establish a schedule of follow-up, status updated communications with their Provider counterpart that shall ensure timely exchange of information.

5.2 Monitor Phase.  The purpose of the monitor phase is to evaluate the Client’s environment over some period of time to verify that the Escalation has been resolved. Both parties shall co-ordinate monitoring activities and mutually agree to close the monitor phase when it is clear the problem requiring Escalation is resolved.

5.3 Closing Escalation.  When both parties agree that the issue necessitating Escalation is resolved, the Escalation is closed.  Each designated contact shall exchange final reports with their counterpart summarizing the Client issues, actions taken, results of those actions, likelihood of issue recurrence, and recommended future actions.