Service Level Agreement

This Graphite Connect Technical Support, Maintenance, and Service Level Policy (the “Policy”) sets forth our obligations with respect to support, maintenance, and service levels for the Graphite Connect platform (the “Platform”) provided by us to you in accordance with the subscription agreement you have entered into with us under which you acquire the right to use the Platform.

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Support Contact Information.
Email: support@graphiteconnect.com
Phone: (385) 484-8741
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Technical Support
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1. Telephone and Email Support. We will provide (i) a support email address staffed during Support Hours and (ii) a telephone line staffed during Support Hours for you to contact us with questions about the Platform, to report issues or errors with the Platform, or to otherwise request support or assistance with respect to the Platform. "Support Hours" means the continuous period each calendar week beginning at 8:00 a.m. Monday, Japan Standard Time, and ending at 6:00 p.m. Friday, U.S. Pacific Time, during which Graphite provides support on a continuous, follow-the-sun basis across its regional support teams.
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2. Issue Correction. We will use commercially reasonable efforts to answer questions and correct any issues (or provide suitable temporary solutions or workarounds for problems) in our initial support contact with you. If further action is necessary, we will respond and correct issues in accordance with the target response times set forth in the chart below. We will classify the severity of each issue, acting reasonably and consistent with the definitions below. Target Acknowledgement and Escalation times are measured during Support Hours.
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Severity Level	Target Acknowledgement	Escalation	Target Resolution Time
Critical	1 hour	Every 4 hours	4 hours
High	1 hour	Every 8 hours	3 business days
Medium	24 hours	Every week	The next release following 4 weeks
Low	24 hours	n/a	n/a

The following terms used in the table above or elsewhere in this Exhibit C have the following meanings:

"Critical" means the Platform is unavailable or unusable for your Users generally, or an issue is causing loss or corruption of Customer Data, and no workaround is available.

"High" means a core function of the Platform is severely impaired for a significant portion of your Users, materially disrupting your business operations, and no reasonable workaround is available.

"Medium" means a Platform function is impaired but a reasonable workaround exists, or the impairment affects a limited number of Users or non-essential functionality.

"Low" means a minor or cosmetic issue with no material effect on your business operations. General questions and how-to requests are handled as Low severity. Feature requests and enhancement suggestions are not issues or defects; they are logged for product consideration and carry no response or resolution commitment.

“Acknowledgment” means an acknowledgment via email or telephone as to the receipt of the issue as reported and a confirmation of the issue's severity. This initiates the problem-determination and resolution process.

“Escalation” involves notifying our development and executive teams to ensure the issue receives increased attention and prioritization for resolution.

“Resolution” consists of providing the customer with an appropriate solution, such as an existing fix, a new software update, or a viable workaround or temporary solution to address the issue.

The following terms used in the table above or elsewhere in Exhibit A have the following meanings.
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Maintenance.
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1. Scheduled Downtime. You agree that from time to time the Platform may be inaccessible due to periodic maintenance procedures or repairs that we may undertake (“Scheduled Downtime”). We will notify you at least forty-eight (48) hours in advance of Scheduled Downtime. Scheduled Downtime will be no more than two (2) hours monthly and will, to the extent reasonably practicable, occur during off-peak periods of Platform usage, which typically will be during the weekend hours.
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2. Emergency Maintenance. You acknowledge and agree that the Platform may be inaccessible from time to time for us to provide emergency maintenance (“Emergency Maintenance”). We will provide as much advance notice of Emergency Maintenance as is commercially practicable. We will use commercially reasonable efforts to minimize the duration and impact of Emergency Maintenance.
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Service Level Agreement
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1. Uptime Commitment. The Platform will have at least 99.9% uptime, as measured monthly, subject to the Exclusions set forth below (the “Uptime SLA”).
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2. Service Level Credits. This section applies only if and to the extent you have paid Fees or charges to us for your use of the Platform. In the event the Platform does not meet the Uptime SLA set forth above in any given calendar month, you are eligible to request, a service level credit (“Credit”) in accordance with this Section. As used below, “Uptime Percentage” means the percentage of total minutes in the applicable calendar month during which the Platform was not unavailable, subject to the Exclusions set forth below. The Platform is “unavailable” when it cannot be logged into, or its core functions cannot be executed, by Users generally, as measured by our monitoring systems.
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Uptime Percentage	Credit
At least 99.9%	No credit
At least 99.0% but less than 99.9%	10%
At least 95.0% but less than 99.0%	25%
Less than 95%	50%

Eligibility. To be eligible to receive a credit, you must file a claim for each credit by emailing us at support@graphiteconnect.com (each, a “Claim”) within thirty (30) days following the end of the calendar month in which the Uptime SLA was not met. The Claim must indicate the dates and times the Platform was unavailable. Our monitoring systems and records will be the authoritative measure of the Platform’s availability. You are not eligible to receive any Credits if your payment obligations are past due or in default or if you are otherwise in breach of any material obligations to us.

Calculation of Credit. We will process your Claim and reserve the right to deny a Credit if we determine in our sole discretion that your Uptime Percentage met or exceeded the Uptime SLA in the applicable calendar month for which you submitted the Claim. We will calculate your Uptime Percentage in accordance with this Policy and using our system logs and other records. If we deem a Credit is appropriate, the Credit will be calculated as the percentage of your Monthly Fees specified in the table above corresponding to the Uptime Percentage for the affected calendar month. “Monthly Fees” means one-twelfth (1/12) of the annual subscription fees payable for the Platform under the applicable Service Order (or the prorated monthly equivalent for subscription periods of other durations). Total Credits for any calendar month will not exceed fifty percent (50%) of the Monthly Fees.

Payment of Credits. In the event we determine you are eligible for a Credit in accordance with this Section 4.b, such Credit(s) will be paid to you by way of a credit towards your next payment to be made to us. If any Credits are unutilized upon expiration or termination of your subscription period, then we will apply Credits to any other Fees or expenses payable by you to us. Credits cannot be exchanged for, or converted to, monetary compensation. Total Credits issued in any subscription year will not exceed one (1) month’s Monthly Fees.

Termination. In the event that the Platform has an Uptime Percentage below 99.0% in any two (2) calendar months in a rolling three (3) month period, or below 99.9% in any four (4) calendar months in a rolling six (6) month period, you may terminate your access to the Platform on notice to us at support@graphiteconnect.com and we will provide you a pro-rata refund of any prepaid Fees for the terminated portion of your subscription period.

Limited Remedy. The Credits and the termination right described in this Section 4 are your sole and exclusive remedies, and our sole and exclusive liability, for any failure to meet the Uptime SLA.

Exclusions. We are not responsible for (a) failure to correct an issue or (b) failure to meet the Uptime Commitment, in each case to the extent that such failure is due to:
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1. Scheduled Downtime or Emergency Maintenance;
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2. your non-compliance with any documentation or specifications that we provide or make available to you in connection with your use of the Platform;
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3. any unauthorized modification, operation, or use of the Platform by you or any third party;
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4. issues that we are unable to reproduce using commercially reasonable efforts based on the information you provide;
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5. a malfunction or failure of hardware, software, services, or other equipment or materials provided by you or any third party in connection with your use of the Platform;
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6. General failures, widespread unavailability, or service degradation of any third-party infrastructure, application, or platform-as-a-service component upon which the Platform relies, provided such failure is outside of our direct control and is impacting a significant number of other unaffiliated customers of that third-party service. This includes, without limitation, failures or unavailability of:
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  1. Core public cloud infrastructure (e.g., AWS, GCP, Azure compute, storage, or networking services);
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  2. Content Delivery Networks (CDNs) or global Domain Name System (DNS) providers (e.g., Cloudflare, Akamai);
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  3. Third-party Database-as-a-Service (DBaaS) platforms (e.g., MongoDB Atlas, Snowflake); or
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  4. Any other critical, globally-distributed service that serves as a fundamental building block of modern internet applications.
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This exclusion shall not apply if we failed to implement commercially reasonable architecture and redundancy measures in line with current industry standards to mitigate the impact of a typical, localized failure of such a third-party service.

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