Service Level Agreement

Definitions

Terms not defined herein will have the meanings described in the relevant Agreement for the Inniti Services entered into between the Parties.

In addition, the following terms, when used in this Service Level Agreement will have the following meanings:

• “Registered User” means an authorized user that signed up for the Inniti Services through a Service Order to Inniti’s platform.
• “Inniti Equipment” means the pieces of hardware equipment included in the Agreement between the Parties, such as Inniti Connectors, Inniti Edge server, and Power supplies.
• “SLA Package” means the level of availability and support services that Customer selects in the Service Order.
• “Subscription Fees” means the subscription fees set forth in the applicable Service Order.
• “Subscription Term” means the subscription term set forth in the applicable Service Order.
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1. Service Availability and Performance
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1.1. Inniti provides this Service Level Agreement during the Subscription Term on each of the “Service Components” described in the following:

1.2 Service Component Availability of the Inniti Platform (defined above) shall be measured on a Service Component basis by an automated monitoring service contracted by Inniti (the “Monitoring Service”).

The current statistics on the Monitoring Service are available for Customer upon request to Inniti for the entire period stated in the provisioning document.

1.3. Service Component Availability of Inniti Equipment (defined above) shall be measured on a Service Component basis by the resolution time measured in “Business hours” from when the malfunction of a piece of equipment has been reported by Customer to Inniti until the equipment has been fixed or replaced and is working.
1.4.“Business Hours” shall be defined as the time between Monday through Friday between 8 am to 4 pm CET, excluding weekends and holidays.

1.5 A “Component Service Issue” means that the Service Component Availability is lower than the “Component Performance Target” (as specified per Service Component in the Service Order) in a calendar month.

1.6 No Component Service Issue shall be deemed to have occurred with respect to any unavailability, suspension or termination of the Inniti Services, that are caused by (a) factors outside of Inniti’s reasonable control, (including, without limitation, any Force Majeure Event, carrier related problems or issues, or Internet access) or its direct hosting subcontractors; (b) Customer or any third party failure to comply with the Documentation, Inniti’s Acceptable Use Policy, or terms of the Agreement, (c) result from Customer’s or a third party’s applications, equipment, software, or other technology (other than third party equipment within Inniti’s direct control); or (d) arise from Inniti’s suspension or termination of Customer’s right to use the Inniti’s Services in accordance with the Agreement, (e) Scheduled Maintenance (as defined below); or (f) problems or issues related to Beta Services or other non-generally available Inniti features, test environments, or products (collectively, the “Exclusions”).

1.7 “Scheduled Maintenance” means maintenance that is announced by Inniti via email to the customer at least three (3) business days in advance, during which any or all of the Service Components are unavailable to Customer’s Account. Scheduled Maintenance shall not exceed eight (8) hours in a calendar month.

Inniti will use commercially reasonable efforts to schedule Scheduled Maintenance for off-peak hours.

1.7 Remedies.

For a calendar month during the Subscription Term with a Component Service Issue (the “Impacted Month”), Customer’s sole remedy will be to claim a service credit (a “Service Credit”).

The Service Credit for the Impacted Month shall be calculated by:

• Taking the sum of all “Component Credit Weights” (as defined in the foregoing table) of each Service Component with a Component Service Issue in the Impacted Month (“Sum of Component Credit Weights”).
• Multiplying the Sum of Component Credit Weights with 30% of the Subscription Fees for the Impacted Month. For the purpose of this calculation, the Customer’s Subscription Fees shall be deemed to be pro-rated equally over the relevant Subscription Term.

Example:

• One incident of a malfunctioning Inniti Connector (Inniti Equipment) has had a resolution time of 13 business hours.
• The Inniti Platform has had a Service Component Availability of 98,4% in the calendar month.
• Both Service Components are below the Component Performance Targets specified in the Service Order. Assuming annual Subscription Fees of €50,000, the Service Credit would be calculated as follows:
  (50% + 50%) * 30% * (€50,000 / 12) = €1.250

Any Service Credit shall automatically be applied against Subscription Fees subsequently payable by Customer for the current or next Subscription Term.

No refunds will be provided in exchange for Service Credits; thus, the Service Credit will expire if the Subscription Term is not renewed.

To claim a Service Credit, Customer must open a Support Ticket (as defined below) within thirty (30) days following an Impacted Month.

No Service Credit is available if Customer is past due or in default with respect to any payment or in material breach of this Agreement when the Service Credit is claimed.

In addition to Service Credits, in the event that the Inniti Platform has a Component Service Availability per calendar month less than 98% in any three (3) calendar months during a Subscription calendar year or that the resolution time of one or more pieces of Inniti Equipment has exceeded 16 business hours in any three (3) months during a subscription year  (a “Chronic Service Availability Failure”), Customer shall, within thirty (30) days following the occurrence of such Chronic Service Availability Failure, have the right to terminate the applicable Service Order upon thirty (30) days written notice to Inniti.

Upon termination for Chronic Service Availability Failure, Inniti will, upon request, refund to Customer, on a pro-rated basis, any Subscription Fees previously paid to Inniti for the corresponding unused portion of Customer’s Subscription Term.

2.0. Support

2.1 Inniti will provide support to Customer as set forth below (“Support”). Support is provided in English as the sole language.

2.2 Ticket Submission.

Customer may submit a ticket (a “Support Ticket”) that shall contain a detailed description of the issue sent to Inniti via mail or telephone – all introduced to the customer as a part of the Service agreement.

Each Support Ticket will be assigned a unique case number. Multiple Support Tickets submitted related to substantially the same occurrence or subject matter shall be deemed a single Support Ticket.

Inniti will respond to each Support Ticket in accordance with this Service Level Agreement and will use commercially reasonable efforts to promptly resolve each Support Ticket. Actual resolution time will depend on the nature of the Support Ticket and the resolution itself. A resolution may consist of a fix, workaround, new feature request, delivery of information or other commercially reasonable solution of the issue.

2.3 Scope of Support.

Support covers issues operating or utilizing the Inniti Service Components and informational questions about the Inniti Service and its features.

Support does not include issues resulting from the code development, debugging or fixing of Customer’s or third party’s software that interacts with the Inniti Service Components. Inniti may assist Customer and its third party providers in diagnosing and resolving these issues or errors but Customer acknowledges that these matters are outside of Inniti’s support obligations.

2.4 Severity Level Determination.

“Severity Level” reflects the urgency of a Support Ticket and is defined as:

Inniti will diagnose the Severity Level of each Support and notify Customer of the Severity Level Determination.

In the event of a conflict regarding the appropriate Severity Level Determination, each Party shall promptly escalate such conflict to its management team for resolution through consultation between the Parties’ management, during which time the Parties shall continue to handle the Support Ticket in accordance with the Inniti Severity Level Determination.

2.5 Inniti Support Commitment.

Inniti will respond to Support Tickets based on the Maximum Response Times below.

“Maximum Response Time” means the period from the time a Support Ticket was submitted until Inniti responds to Customer. Because of the widely varying nature of issues, Inniti cannot provide specific resolution time commitments.

The Maximum Response Time to a Support Ticket is dependent on the Severity Level Determination and specified in the Service Order.

2.6 Customer Support Commitment.

Inniti’s provision of Support is subject to Customer providing support and assistance to Inniti as follows based on the Severity Level of the Support Ticket:

Inniti is not responsible for any delays, failures, deficiencies or non-conformities with regards to Support if these are due to a delay or failure by Customer to fully comply with their obligations set forth above.

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Last updated February 28, 2024