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1. Purpose and Scope of this SLA

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1. This Service Level Agreement (SLA) specifies the terms on which 24i shall provide Maintenance & Support Services concerning the Subscription Services, the Platform Services, and/or the Licensed Software contracted by the Client. It becomes effective on the Service Start Date subject to the payment of corresponding Fees by the Client outlined in an Order Form. Client agrees and acknowledges that by signing an Order Form including the provision of the Maintenance & Support Services by 24i to Client, it assents to any and all terms and conditions set forth in this SLA, which in conjunction with the overarching GTCs and the applicable Order Form, constitutes each a legally binding contractual relationship established between Client and 24i, which creates enforceable rights and obligations for the Parties, governing the provision of the Maintenance & Support Services by 24i to the Client.

2. All capitalized terms and words in this SLA shall have the meanings set forth in Annex I to the SLA - Definitions. Capitalized terms used but not defined in this SLA shall have the meanings assigned to such terms in the GTCs.

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2. Provision of Maintenance & Support Services by 24i

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1. During the Subscription Period outlined in the applicable Order Form, 24i shall perform the Maintenance & Support Services set forth in Clause 2.4 of this SLA, with due care, in a workmanlike manner, and with the professional skill required by the tasks consistent with generally accepted industry practices.

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2. 24i shall use commercially reasonable efforts to respond to and correct all Incidents reported by Client to 24i in accordance with the Service Metrics outlined in Clause 3.1 of this SLA, and to maintain the Service Availability of the Subscription Services, the Platform Services, and/or the Licensed Software in accordance with the Service Metrics outlined in Clause 4.1 of this SLA.

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3. For the avoidance of doubt, except for Incident Response & Correction of Urgent Incidents (P1) or High Priority Incidents (P2), all other Maintenance & Support Services referred to in Clause 2.4 below will only be provided by 24i to Client during Business Hours on Working Days. 24i shall have the right to provide the Maintenance & Support Services from any location it considers to be the most suitable according, without limitation, to the scope of the Incident, the appropriate expertise, and the time and date of the Call.

4. The Maintenance & Support Services comprise the following services:

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1. 24i’s Support Web Portal: 24i provides Client with access to a web-based support tool at all times during the Subscription Period outlined in the applicable Order Form, in which 24i will record all Client’s service requests relating to (suspected) Incidents and 24i’s measures related thereto. The support tool shall also allow Client to track and check the status of each Incident report from the moment of a Call to the Incident Correction;

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2. Incident Response & Correction: Subject to the Service Metrics outlined in Clause 3.1 of this SLA;

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3. Availability or Uptime: Subject to the Service Metrics outlined in Clause 4.1 of this SLA;

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4. Scheduled Maintenance and New Release: Scheduled Maintenances and the installation of New Releases will be announced in advance by 24i to Client before the anticipated start date and time of the related Schedule Maintenance and/or New Release. No Schedule Maintenance and/or New Release will be commenced by 24i without prior permission from the Client. The Client however acknowledges that its failure to agree with the completion of Scheduled Maintenances or with the installation of New Releases may result in reduced performance and/or limit the ability of 24i to provide the Products, Services, and/or Deliverables. Unless otherwise agreed in advance by 24i and the Client, all Scheduled Maintenance and/or New Release will be performed between [01:00 - 6:00] ("Scheduled Maintenance Window"). Emergency maintenance and urgent changes to the Products, Services, and/or Deliverables will be notified to the Client at 24i's earliest convenience. In line with the foregoing, Client agrees and acknowledges that any non-service-affecting activities and changes in the scope of this SLA can be done by 24i outside of the Scheduled Maintenance Window.

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5. The provision of the Maintenance & Support Services expressly excludes all matters specified in Clause 6 of this SLA.

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3. Incident Response & Incident Correction Times

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1. Incident Correction shall be provided to the Client according to the Service Metrics outlined below.

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4. Availability or Uptime

1. The service availability or uptime is measured per minute and reported from 24i to the Client on a monthly basis and shall be no less than 99,5% (ninety-nine point five percent) (“Service Availability” or “Uptime”). The Service Availability is calculated by the total time of a month ("Total Time") less the time the Products, Services, and/or Deliverables are not available ("Downtime") divided by the Total Time and finally multiplied by 100 (one hundred). For the avoidance of doubt, the Service Availability in a month shall be calculated by the equation below:
2. For the avoidance of doubt, the interval of time in which time the Products, Services, and/or Deliverables are not available due to Scheduled Maintenance shall not be considered as Downtime for the purposes of calculation of Availability or Uptime.

Service Availability = (Total Time in a month - Downtime in a month)/(Total Time in a month ) x 100

5. Call Procedure, Incident Response & Correction

1. 24i’s Support Web Portal will be used by Client and 24i to report, record, and track all Incidents, inquiries, or other types of Calls related to the Products, Services, and/or Deliverables, and Client acknowledges that this system enables 24i to provide the Maintenance & Support Services within the Service Metrics set forth in Clause 3.1 of this SLA.

2. The Client shall log the Incident on 24i’s Support Web Portal describing the nature of the Incident detected and the applicable Priority Category. Anu and all Calls, including but not limited to Calls classified as Urgent incidents (P1), must always be submitted by Client to 24i via 24i’s Support Web Portal. Each Call shall include, to the extent reasonably possible, a description of the Incident in question and how it can be reproduced.

3. If 24i has a justified reason to consider that the Priority Category selected and reported by the Client is not appropriate to the respective Incident, 24i shall, without undue delay, inform the Client of the appropriate Priority Category of the Incident to be applied.

4. The Correction Time shall be measured from the time when the Client places the Call until the time the Incident has been corrected. 24i shall use all commercially reasonable efforts to ensure that an Incident Correction is provided within the applicable Correction Times as outlined in Clause 3.1 of this SLA. The Client acknowledges and agrees that this may include software roll-back to a previous version of software to remedy the Incident. However, any failure of 24i to meet such Correction Times shall not constitute a breach of any warranty by 24i.

5. Subject to 24i not having breached any warranty given by it concerning the Products, Services, and/or Deliverables or the Services, the Incident Correction by 24i shall be the sole remedy in respect of such Incident. In case of any breach by 24i of its obligations set forth in this SLA, 24i’s liability shall be subject to the limitation of liability specified in the GTCs.

6. Exclusions

1. The Maintenance & Support Services are exclusive of maintenance of any hardware owned by Client or any Device owned by Client's Subscribers and/or Users, and Client is exclusively responsible for maintaining its own hardware at its own premises or any other hardware related to the provision of the Products, Services and/or Deliverables, as well as Client's Subscribers and/or Users shall be exclusively responsible for for maintaining its own Devices in which they access and use the Products, Services and/or Deliverables.

2. The Maintenance & Support Services are also exclusive of on-site services, unless otherwise expressly agreed in writing by the Parties in a Statement of Work for the provision of the corresponding Professional Services.

3. 24i shall not be obligated to fix any Incident with or in relation to the Products, Services, and/or Deliverables under the following circumstances:

1. The Client has accessed and/or used the Products, Services, and/or Deliverables otherwise than for the intended purpose and/or in conflict with the agreed upon terms and conditions set forth in the GTCs and in the corresponding Order Form;

2. The Client has altered, damaged or modified the Products, Services, and/or Deliverables or incorporated into other products or services in a manner not approved by 24i in writing in advance;

3. The Client is using a release of the Products, Services, and/or Deliverables after receiving written notice from 24i that a New Release is available and that 24i will no longer support such release;

4. Incidents caused by Client’s or a third party’s software or equipment or by Client’s negligence, abuse, or use of the Products, Services, and/or Deliverables other than as specified in the Handover Configuration Document, or by other causes beyond the reasonable control of 24i;

5. The Products, Services, and/or Deliverables were accessed by Client, Subscribers and/or Users on any hardware, operating system or network environment not defined in the Handover Configuration Document;

6. Incidents attributable to Client’s failure to maintain and/or operate Products, Services, and/or Deliverables in accordance with the applicable instructions, or to Incidents triggered by any third-party hardware, software, products, data and/or services not supplied by 24 nor approved by it in writing (including without limitation, unavailability, interruption or delay in telecommunications or third-party services);

7. Incidents caused by the Client's network or Downtime in the the Client's network;

8. Incidents caused by Subscribers and/or Users home wired or WiFi network deficiencies;

9. Configuration and provision of server and storage components used by Client are below 24i recommended capacities and specifications;

10. Failure by the Client to comply with any security recommendations of 24i and/or to maintain reasonable security precautions in respect of the system; and

11. Incidents caused by or associated with a Force Majeure event;

4. If 24i determines that it has no obligation to render Maintenance & Support Services in relation to an Incident for one of the reasons stated above, the Parties may agree upon and enter into a Statement of Work authorizing 24i to provide additional any of the excluded services and the applicable the Professional Service Fees and correlated additional expenses, if any.

7. The Client’s Roles & Responsibilities

1. Client has the following general obligations and responsibilities under this SLA:

1. Client will conduct its business in a courteous and professional manner with 24i;

2. Client shall report any Incidents to 24i forthwith after discovery. In no event shall 24i be liable for any damage caused by the Client’s failure to immediately report any Incidents to 24i, for any reason whatsoever;

3. Client will gather and provide all information, assistance, and details regarding Incidents to 24i required when making a Call;

4. Client will log all information required by 24i to document the nature of the Incident in 24i’s Support Web Portal;

5. Client’s Subscribers and/or Users will not contact 24i’s directly to report any Incidents.

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Annex I to 24i SLA - Definitions

In these GTCs, unless otherwise specified, words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders. References to a person shall include an individual, partnership, corporate body, and unincorporated association. References to any Party shall include its personal representatives, lawful successor in title, and permitted assigns. The words “include”, “including” and “includes” shall be deemed to be followed by the words “without limitation".

Priority Category

means the categories defined in this SLA regarding an Incident that corresponds to the effects such Incident has in the provision of the Products, Services and/or Deliverables by 24i to Client, as shall be split in, Urgent Incident (P1), High Priority Incident (P2), Medium Priority Incident (P3), and Low Priority Incident (P4);

Urgent Incident (P1)

shall mean an Incident that has critical and overall effects on the Products, Services, and/or Deliverables and requires immediate actions. It shall include the following: (i) complete outage of the Products, Services, and/or Deliverables;  (ii) significant or total interruption of the traffic or an important loss of performance of the Products, Services, and/or Deliverables as a result whereof Subscribers and/or Users cannot access or use the relevant Products, Services, and/or Deliverables; and (iii) impossibility to return to a normal situation, where due to these Incidents the Client’s services to its Subscribers and/or Users have been affected;

High Priority Incident (P2)

shall mean an Incident, which seriously influences the performance, and operation of the Products, Services, and/or Deliverables and therefore requires fast reaction to avoid larger impact on the use of the Products, Services, and/or Deliverables, with no available work-around or temporary fix;

Medium Priority Incident (P3)

mean an Incident that does not materially and adversely affect the performance and operation of the Products, Services, and/or Deliverables and does not cause significant disruption of the Client’s related operations, but solely results in the non-performance of non-essential aspects of the Products, Services, and/or Deliverables, and may be tolerated during operation;

Low Priority Incident (P4)

means an Incident that has no impact on the Client’s business operations and does not impede the operation of the Products, Services, and/or Deliverables;

Call

means the notice given by the Client to 24i that an Incident occurs or has occurred concerning the Products, Services, and/or Deliverables;

Call Window

means the time interval specified in Section 3.1 during which the Client can place a Call;

Business Hours

means 09:00 to 17:00 Hours during Working Days;

Correction Time

shall mean the time measured between the Call receipt and the time when the Incident should be remedied in accordance with Clause 3.1. of this SLA, irrespective of whether such remedy consists of a temporary fix or workaround or a permanent remedy;

Hours

mean clock hours;

Incidents

mean the situations in which the Products, Services, and/or Deliverables are not operating as specified in the Handover Configuration Document and require remedy to be provided by 24i in accordance with this SLA;

Incident Correction

means any work carried out by or on behalf of 24i to remedy an Incident, irrespective of whether such remedy consists of a temporary fix, or a workaround, or a permanent remedy to restore or repair the Products, Services, and/or Deliverables;

Scheduled Maintenance

means any preventive maintenance and inspection to the Products, Services, and/or Deliverables that may be provided by 24i in accordance with this SLA;

Maintenance Window

means the time interval during which 24i may provide Maintenance;

New Release

means any new version of the Products, Services, and/or Deliverables that may be issued from time to time by 24i, including updates, enhancements, extensions or replacement of the functionalities of such Products, Services, and/or Deliverables;

Response Time

means the time interval between the receipt of a Call by 24i and the first response by 24i to such Call;

Service Availability or Uptime

has the meaning ascribed to it in Clause 4.1 of this SLA;

Service Hours

means those hours specified in Clause 3.1 of this SLA during which 24i shall be available to Client for the provision of Maintenance & Support Services;

Service Metrics

means the Response Time, the Correction Time, and the Availability or Uptime, all as defined in this SLA;

Maintenance & Support Services

means the maintenance and support services provided by 24i to the Client as set forth in this SLA;

Working Days

means all days of the week, except weekends and national holidays in the United States of America.

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