Service Level Agreement

Last Revised: October 2024

This Service Level Agreement (“SLA”) is an integral part of Nilus OS Ltd. (“Nilus”) Order Form and associated Subscription agreement (“Agreement”) and subject to the terms, conditions, disclaimers and limitations (including limitation of liability) set forth therein. Defined terms shall have the meaning ascribed to them in the Agreement, unless defined otherwise herein. This SLA provides certain remedies in the event that Nilus experiences Downtime (as defined below) solely as a result of failure of Nilus infrastructure. The overall Availability (as defined below) metric, to be provided on a reasonable efforts basis, is 96%, measured by Nilus on a monthly basis, as set forth herein ("SLA Metric").

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TERM DEFINITIONS

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For the purpose of this SLA, the terms in bold are defined as follows:

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Available or Availability

When Licensee's account is active and enabled and Licensee has reasonable access to the Platform provided by Nilus, subject to the exclusions defined in Downtime below.

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Total Monthly Minutes

The number of days in the month multiplied by 1,440 minutes per day.

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Maintenance Time

The time period during which the Platform may not be Available each month so that Nilus can perform routine maintenance to maximize performance or upgrade the Platform, on an as needed basis.

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Downtime

The total number of minutes that Licensee cannot access the Platform. The calculation of Downtime excludes time that Licensee is unable to access the Platform due to any of the following:

(a) Maintenance Time

(b) Licensee's own Internet service provider

(d) Any systemic Internet failures

(e) Any failure in Licensee's own hardware, software or network connection

(f) Licensee's bandwidth restrictions

(g) Licensee's acts or omissions

(h) Anything outside of the direct control of Company

(i) Licensee's failure to comply with User Responsibility, user qualifications and/or user requirements

set forth below.

(j) Third Party Accounts/Keys

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Nilus’s Network

The Nilus network inside of Nilus border routers.

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Affected Accounts

Licensee may obtain remedy only for affected accounts residing on the server experiencing Downtime exceeding the SLA Metric.

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Maintenance Notices

Nilus will make reasonable efforts to communicate the date and time that Nilus intends to make the Platform unavailable via the front page of the support web site at least forty-eight (48) hours in advance (or longer if practical). Licensee understands and agree that there may be instances where Nilus needs to interrupt the Platform without notice in order to protect the integrity of the Platform due to security issues, virus attacks, spam issues or other unforeseen circumstances. Below are the Maintenance Windows and their definitions:

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Emergency Maintenance

These change controls happen immediately with little notification ahead of time; however, Nilus will post the information to its website soon after or during the change.

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Preventative Maintenance

These change controls are when Nilus detects an item in the environment that Nilus needs to take action on, to avoid emergency change controls in the future. These change controls, if possible, will usually occur in low peak hours with peak being defined by our network metrics.

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Planned Maintenance

These are change control's being done to:

- Support on-going product and operational projects to ensure optimal performance

- Deploy non-critical service packs or patches.

- Periodic redundancy testing.

Where possible planned maintenance will be posted 5-days prior; however, certain circumstances may preclude Nilus from doing so, such as an external vendor issuing a change control to Nilus, e.g. the power company alerting Nilus to perform power testing 48 hours ahead of time, etc.

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USER RESPONSIBILITY

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Minimum Requirements

The required configurations Licensee must have to access the Platform include [Internal note: Please add any additional requirements]:

- Internet connection with adequate bandwidth

- Internet Browser

- Third Party Accounts/Keys

SERVICE LEVELS

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Term of SLA

This SLA shall only become applicable to the Platform upon ninety (90) days from the provisioning of the Platform.

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Measurement

Nilus uses a proprietary system to measure whether the Platform is Available and Licensee agrees that said Nilus system will be the sole basis for resolution of any dispute that may arise between Licensee and Nilus regarding this SLA.

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Availability is calculated based on the following formula:

A = (T – M – D) / (T – M) x 100%

A = Availability

T = Total Monthly Minutes

M = Maintenance Time

D = Downtime

Availability SLA Credit Amount of applicable Service Monthly Fee for Affected Seats

> 95% but < 96% 5%
7% 7%

REMEDY AND PROCEDURE

Licensee's sole remedy and the procedure for obtaining Licensee's remedy in the event that Nilus fails to meet the SLA Metric set forth above are as follows:

Level (to be determined by Nilus on a base by base basis at Nilus’s sole discretion)	Definition	Estimated Response Time
Critical	An event and/or problem that has a significant business impact, or an immediate severe impact to a core business process or an operation that is mission critical to the business. The event and/or problem may render the Platform non-functional.	3 business hours of Nilus confirming the Claim Notice.
High	An event and/or problem that has a major business impact or to a critical operation. The event and/or problem may severely limit the operations of the Platform.	8 business hours of Nilus confirming the Claim Notice.
Medium	An event and/or problem that disrupts the operations of the Platform. A workaround is available and use of the Platform can continue.	48 business hours of Nilus confirming the Claim Notice.
Low	An event and/or problem that has limited business impact, is not critical in nature, or does not have any significant impact.	5 business day business hours of Nilus confirming the Claim Notice.

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To qualify for remedy:

(a) There must be a support ticket documenting the event within 24 hours of the service interruption; and

(b) Licensee's account must be in good standing with all invoices paid and up to date.

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Licensee must notify Nilus in writing within five (5) business days by opening a support ticket and providing the following details:

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(a) Subject of email must be: "Claim Notice - <account-name>" (Licensee's account name as registered with Nilus must be listed in place of '<account-name>')

(b) List the type of service that was affected

(d) List accounts affected by Downtime

(e) List an estimate of the amount of actual Downtime

(f) Ticket number of the documented event

The information provided in the Claim Notice is subject to Nilus’s confirmation, which Nilus will endeavor to confirm within five (5) business days of receipt of the Claim Notice. If Nilus cannot confirm the Downtime, then Licensee and Nilus agree to refer the matter to executives at each company for resolution.

If Nilus confirms that Nilus is not in compliance with the SLA Metrics, Licensee will receive SLA Credits, as sole and exclusive remedy for any breach of the SLA/Platform/Agreement, Nilus’s response as set forth in the table above, solely for the affected SLA Metric in respect of the Affected accounts for the affected month. The SLA credit will be reflected in the Nilus invoice to the Licensee in the Platform license’s annual renewal invoice following Nilus's confirmation of the Downtime Minutes. Please note that SLA credits can only be applied to accounts that are in good standing with all invoices paid and up to date.

The remedy set forth herein is subject to the disclaimers and limitation on liability set forth in the Agreement.