Service Level Agreement and Support Policy

SERVICE LEVEL AGREEMENT (“SLA”)

This SLA concerns the use of Technology and the Service by Customers of Recallium. This SLA supplements, but does not modify, the Agreement. In the event of a conflict between the terms and conditions of this SLA and the Agreement, the terms and conditions of this SLA shall supersede and control. This SLA may be updated by Recallium from time to time, provided that such changes do not result in a material reduction in Availability, functionality or security for Customer or remedies available to customer for a Service Level Failure. Unless otherwise defined herein, all capitalized terms used in this SLA will have the meanings given to them in the Agreement.

1. Performance Commitment

   1. During the Term of the applicable Licensing Agreement, Recallium will make commercially reasonable efforts to provide Availability of 99.9% to Customer on the terms set forth below (the “Performance Commitment”). The Performance Commitment is defined in terms of Workflows that correspond to core product capabilities. If Recallium does not meet the Performance Commitment, Customer may be eligible to receive Service Credits as defined below.

   2. Availability for each Workflow is calculated as (x) the Calendar Minutes, minus (y) the number of cumulative minutes in rolling 10-minute intervals—starting from the first minute of Unavailability and continuing for at least 10 minutes—during which the Workflow is Unavailable in a given calendar month, with at least ten (10) execution attempts made during such interval, divided by (z) the Calendar Minutes. If no Workflow execution attempts are made in a given 10-minute interval, that interval is assumed to be 100% Available.

2. Service Credits

   1. If Availability for a Workflow within scope of the Performance Commitment falls below the applicable threshold set forth in Section 1 of this SLA (a “Service Level Failure”), then Customer may submit a request for Service Credits corresponding to the Service Credit Percentage set forth in Table 2 and calculated as follows.

      1. Service Credits are calculated as a percentage of the Foundry Cloud Subscription Fees paid by Customer to Recallium for a given calendar month for Workflows that suffered a Service Level Failure. Each Workflow accounts for an equal proportion of the applicable Foundry Cloud Subscription Fees (e.g., 1/n, where n is the number of Workflows).

Example: The Code Workbook Workflow is Unavailable such that Availability for a given calendar month is determined to be 99.5%. Customer may request Service Credits for that month in the amount of 10% multiplied by 1/10 multiplied by the Foundry Cloud Subscription Fees attributable to that calendar month (calculated on a pro rata basis over the applicable Order Term).

2. The maximum aggregate amount of Service Credits to be issued by Recallium arising from Service Level Failures in any given calendar month shall not exceed 5% of the total Foundry Cloud Subscription fees (for all Workflows) attributable to that calendar month (calculated on a pro rata basis over the applicable Licensing Agreement Term).

3. To request a Service Credit, Customer must notify Recallium within thirty (30) days from the time the alleged Service Level Failure occurred by submitting a written request to Recallium with, at a minimum, the following details:

   1. The words “Recallium Service Credit Request” in the subject header;

   2. A detailed description, including dates and times, explaining when and why the Customer believes the specified Workflow was Unavailable;

   3. If available, any corroborating resource IDs, datasets, objects, logs or data, with sensitive or confidential information removed by Customer.

4. Recallium will review Service Credit requests within 30 business days upon receipt of a valid request. Recallium will apply any Service Credits owing against Customer’s next payment or, if applicable, as a refund at the end of your Order Term, in its discretion. Service Credits are not transferable or assignable. Service Credits, where applicable, together with Customer’s termination rights under the Agreement or this SLA and any available remedies in connection with any such termination, are the sole and exclusive remedy for failure of the Performance Commitment. Failure to submit a Service Credit request as set forth herein will disqualify you from eligibility for receiving Service Credits.

3. A “Persistent SLA Failure” means any particular Workflow persistently having Availability below 95.0% in any consecutive 3-month period, provided that Customer has requested Service Credits for the underlying Service Level failures prior to such failure becoming a Persistent SLA Failure.

   1. In the event of a Persistent SLA Failure, then (1) the Monthly Service Credit Cap for the six (6) months following the Persistent SLA Failure shall be increased by 5% from the then applicable maximum aggregate percentage; and (2) if requested by Customer, Recallium and Customer senior executives will, within thirty (30) days after Customer’s request, meet to discuss the Persistent SLA Failure, and Recallium shall in advance of such meeting provide Customer with a proposed plan that identifies, and if applicable, provides a root cause analysis for, the issue(s) which gave rise to the Persistent SLA Failure, and states the actions to be taken by Recallium to remedy the issue(s) and prevent reoccurrence. Once such plan is agreed with Customer, Recallium will promptly take the actions stated in the agreed action plan; and (3) if such plan is not agreed, or alternatively in Customer’s discretion, Customer may terminate the applicable Licensing Agreement and/or Agreement for cause, without opportunity to cure, upon thirty (30) days written notice to Recallium.

4. Definitions

1. Availability is calculated for each Workflow as set forth in Section 1 of this SLA.

2. Calendar Minutes is the total number of minutes in a given calendar month.

3. Internal Error is a 5XX HTTP Response Code.

4. Emergency Maintenance shall occur in the event of an information security-related event or in the event of a mandatory emergency restore from backup. Recallium reserves the right to take immediate downtime to remedy the situation but will notify the Customer as far in advance as possible.

5. Scheduled Maintenance means a pre-determined period of time occurring on the first Saturday of each calendar month at 10h00 GMT for a duration of two (2) hours. In the event that Recallium needs more than two (2) hours of downtime for an individual maintenance window, Recallium will provide the Customer with two (2) weeks’ advance notice.

6. Service Credit is a dollar credit, calculated as described herein, that Recallium may credit back to an eligible Customer account against future payments. Service Credits are non-transferrable and may not be exchanged or converted for monetary disbursements.

7. Unavailable is defined for each Workflow as set forth in Table 1 of this SLA.

8. Workflow means a component of Foundry defined in Table 1 for which Availability is measured as part of the Performance Commitment.

5. Exclusions

   1. Recallium will have no liability for any failure to meet the Performance Commitment to the extent arising from: (a) use of the Technology by Customer, its Affiliates, and/or Authorized Users other than as authorized under the Agreement or Documentation, including alterations, modifications or damage but not limited to any negligence, willful misconduct or use; (b) Customer Data or Customer Materials; (c) Customer or User equipment; (d) third party acts or omissions, or services, products, or systems not provided by Recallium; (e) any matter constituting force majeure or factors beyond Recallium’s reasonable control, including but not limited to general Internet problems; (f) evaluation or proof-of-concept use of the Technology under a no-cost agreement of any kind; (g) Unavailability caused by errors for which Recallium has released a Product Update that remains unimplemented due to Customer’s action or inaction; (h) custom scripts or code not provided with the Technology; (i) Scheduled Maintenance or Emergency Maintenance; (j) any use of Technology not classified as “Generally Available” in Recallium’s discretion.

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SUPPORT POLICY

This Support Policy concerns Recallium’s support offering (“Support”) in connection with Errors in the use of the Technology and the Service (collectively, “Foundry”). Support shall be provided if specified in the Agreement. In the event of a conflict between the terms and conditions of this Support Policy and the Agreement, the terms and conditions of this Support Policy shall supersede and control. This Support Policy may be updated by Recallium from time to time, provided that such changes do not result in a material reduction in the support levels, functionality or security for Customer or any remedies available to Customer for violation of this Support Policy. All capitalized terms used in this Support Policy will have the meanings given to them in the Agreement and/or the Service Level Agreement, as applicable.

Support

1. During the applicable Order Term, Recallium shall provide English language (or other language where specifically set forth in an applicable Licensing Agreement) remote Technical Support to Customer Technical Contacts to respond to and answer questions arising from any Error, including triage, analysis, troubleshooting, and workarounds.

2. Support includes extensive self-directed training resources and Documentation available to all Users.

Reporting Errors

1. In the event of an Error, a Customer Technical Contact shall submit an Error report including, at a minimum:

   1. the Severity Level of the Error, in accordance with Table 3;

   2. information sufficient to enable Support personnel to replicate the Error (including, where applicable, error messages); and

   3. the contact details (phone number and email) of the Customer Technical Contact assigned to liaise with Recallium on the issue.

2. P0 Errors: Customer Technical Contacts may file a P0 Error report by sending an email to the P0 reporting email address provided by Recallium.

3. P1 - P3 Errors: Customer Technical Contacts may submit P1 - P3 Error reports through Foundry Issues, the in-application Error reporting service (or a successor service made available by Recallium). In the event Foundry Issues is not accessible, Customer Technical Contacts may file a P1-P3 Error report by sending an email to the P1-P3 reporting email address provided by Recallium.

4. Error reports containing feature requests shall be considered closed once forwarded internally to applicable internal teams.

Error Severity Levels

Error Response

1. Upon receipt of an Error report, Recallium will review and confirm in its reasonable discretion the Severity Level based on the definitions provided in Table 3 and use commercially reasonable efforts to meet the Initial Response Time for the applicable Severity Level set forth in Table 4, as defined for the applicable Regional Business Hours set forth in Table 5. In the event of a conflict between the Customer reported Severity Level and Recallium’s reasonable designation, Recallium’s designation shall prevail and Recallium will promptly notify Customer of such designation. If Customer provides Recallium a reasonable basis for disagreeing with Recallium’s assigned Error Severity Level, each of Customer and Recallium will escalate the disagreement within their respective organizations to personnel positioned to undertake good faith efforts to mutually agree on an appropriate Error Severity Level. Following initial triage and response, Recallium shall begin Error Correction and provide Customer with periodic reports and updates via the Status Utility or, if the Status Utility is not available, to the Customer Technical Contact via email. If the Customer Technical Contact is unresponsive or unreachable, Recallium may downgrade the Severity Level by one level.

Support Hours

1. For P1 - P3 Errors, Customer may select one Default Support Region, defined as the Support Region of (or geographically closest to) the “Ship To” location contained in the applicable Licensing Agreement, or as otherwise agreed between the Parties. In the absence of a selection, US East shall be the Default Support Region. Support Hours in more than one Support Region may be purchased separately.

Definitions

1. Annual Winter Closure means the Business Days on or between December 20^th and January 10^th on an annual basis in which Recallium offers reduced P1-P3 Support Hours. Exact dates are communicated on an annual basis with no less than two (2) months’ notice and shall not exceed ten (10) Business Days in total.

2. Business Hours means hours of the day in a particular Support Region during which Support is available.

3. Business Days means days of the week in a particular Support Region during which Support is available.

4. Customer Technical Contacts means up to five (5) personnel designated by Customer as the primary technical counterparts for Recallium, with email addresses whitelisted for escalated privileges, such as filing of Error reports. Customer Technical Contacts must be reasonably familiar with Foundry and shall use commercially reasonable efforts to ensure any reported Errors do not arise from any applicable Exclusion.

5. Error means bugs, defects, or errors in Foundry reported by a Customer Technical Contact.

6. Error Correction means the use of commercially reasonable efforts to correct Errors, provide a workaround, or make available an Update to correct Errors.

7. Status Utility means a Customer accessible web page where material degradations to the performance status of Workflows may be published by Recallium.

8. Technical Support means technical support assistance via in-person, email, telephone, approved remote access or other technical means provided by Recallium to the Customer.

Exclusions

1. Recallium will have no obligations to provide, and shall bear no liability for any failure to provide, Support for:

1. Errors reported other than as set forth in this Policy,

2. (Technology not classified as generally available in Recallium’s discretion,

3. third party software or services,

4. customers that impose geographic or technical restrictions on access by Recallium personnel,

5. Customer or User equipment; and/or

6. custom scripts or code not provided with Foundry. Professional Services provided by Recallium, including but not limited to data modelling, integration, ontology configuration, and training, are subject to the terms of the Agreement and are excluded from Support.