Cami.AI Servie Level Agreement

This service level agreement (“SLA”) is made part of and incorporated into the Master Service Agreement or Professional Service Agreement (the “Agreement”) including any SOW made part of the Agreement that references this SLA between IValueFlux, LLC (“Cami”) and the Client identified in such Agreement. Unless separately defined in this SLA, the terms defined in the Agreement will have the meanings given them in those documents. Client and Cami agree that this SLA will govern support provided by Cami with respect to Hosted Services and that it may change from time to time with notice provided through the Hosted Services.

1. Definitions. In addition to terms defined in the MSA, the following definitions shall apply to terms used in this SLA:

“Customer love consultant”–is the title of Cami’s Technology’s first-line technical support resource who will assist Client authorized support contact(s) with reporting and resolving Program Errors.

“Emergency maintenance”–means updates and/or repairs to the Cami System necessary to resolve an immediate problem causing Hosted Services instability.

“Excluded down time” – means any interruption in the availability of the Hosted Services or System due to regular maintenance, a force majeure event (as provided in the MSA), or any unavailability caused by improper use of the System by Client or by Client requests.

“Cami.AI  website” – a Cami developed web accessible site that allows a Client to have access to find the policies related to the Agreement.

“Integrated Client Applications”–are any program or software (such as Salesforce, Hubspot, Zendesk etc) utilized by Client on its computer systems including, but not limited to, Client hosted or Client commissioned solutions interfacing with the Cami System.

“Program Errors”– means reproducible deviations from expected solution behavior occurring in the production environment.

“Regular maintenance”–means prescheduled time for working on noncritical, non-emergency updates and repairs of the System.

“Update”–is the incorporation of new or more accurate information, revisions fixes, security measures, infrastructure enhancements and modifications, solutions to bugs or problems as well as functional enhancements and modifications to the Hosted Services.

2. Security. Cami will maintain or cause to maintain and enforce safety and security procedures in the System that are at least equal to generally acceptable industry standards for such SaaS services. Physical access to Cami’s data center will be restricted to authorized personnel only. Authorized personnel shall be only those personnel that have a legitimate business need to have access to such data to carry out Cami’s legal obligations or obligations to its Clients. Cami’s service provider(s) maintain the physical security of the production environment. The service providers provide the surveillance, access control, and environmental provisioning that meet or exceed best industry practices. The service providers provide twenty-four (24) hours per day, seven days per week surveillance through professional security guards that monitor and control access to all entry points into the facility. Service provider data centers are monitored via closed-circuit video.

3. System availability. Cami shall make all commercially reasonable efforts to have the System available twenty-four (24) hours a day seven days a week ninety-nine percent (99%) of the time in any calendar month, except for Excluded Downtime. System unavailability shall mean either the System is not accessible, or if accessible, a substantial portion of the main features and functionality are not available to Clients.

3.1 Client’s sole and exclusive remedy for Cami’s failure to meet the ninety-nine percent (99%) availability shall be a prorated credit of the applicable fee for the Hosted Services in that calendar month. This credit (“Credit”) shall be determined by the table below and shall in no event exceed one hundred percent (100%) of the monthly services fee.

Availability Criteria / Credit Received

99% and above / No credit due

97% to 98.9% / 15% of the Ongoing Monthly Fee due or paid in that month

95% to 96.9% / 30% of the Ongoing Monthly Fee due or paid in that month

Below 95% / 50% of the Ongoing Monthly Fee due or paid in that month

3.2 Client’s request for Credit must be made in writing during the thirty (30) days following the end of the month of the lower service level. Cami may report any Credit owed to Client on a monthly basis, and Cami shall have the option to apply such Credit against any current or future fees, or provide Client a refund. Credit hereunder shall be Client’s sole remedy in the event Services are unavailable, denied, or degraded or unusable.

3.3 Credit will not be provided to Client for unavailability resulting from; (i) gross negligence of Client; (ii) a failure or malfunction resulting from the Client Data; (iii) outages initiated at the written request of Client; (iv) any interruption relating to or stemming from the Services’ requirement to interact with third party software including Integrated Client applications, (v) an interruption or shut down of the Services due to a significant threat to the normal operation of the Services, or the integrity of Cami Data, Client Data, Customer Data, or due to a hacker or virus or denial of service, or similar, attack, (vi) any force majeure.

4. Maintenance Procedures.

4.1 Maintenance activities include, but are not limited to: storage or backup, disaster recovery, testing, Client database conversions, and Updates or repairs to the System or the Services. Cami has established periods during which time Cami may suspend the System and/or Services to conduct maintenance in accordance with its maintenance practices. Cami shall not be responsible for any damages or costs incurred by Client during, or as a result of, any maintenance. Cami, at its sole discretion, may provide and install any maintenance or updates or upgrades to the Service, third party software, System software, or hardware it deems necessary to facilitate its performance under this Agreement.

4.2 Regular Maintenance. Cami shall: (1) provide standard User support for the Services to Client at no additional charge, (2) provide live User support between the hours of 5 am to 5 pm Pacific Standard Time, Monday through Friday, excluding (a) public holidays (“Normal Support Hours”); and (b) planned downtime (for which Cami shall give at least twenty-four (24) hours’ notice via the Services and which Cami shall schedule, to the extent practicable, during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday, Pacific Time). Client may purchase additional levels of maintenance and support as available for an incremental fee.

4.3 Emergency Maintenance. Cami shall provide Client with prior notice of Emergency Maintenance to the extent and in the manner practicable or shall provide current notice of the ongoing work once it commences. Emergency Maintenance may commence at any time and shall continue until completed.

5. Response.

5.1 Security Incident Response. All Client Data that is collected, stored or otherwise maintained by Cami will be maintained in a secure environment in accordance with applicable industry standards. Cami will promptly report any suspected or confirmed security incident involving Client Data via email notification to Client’s primary contact in accordance with the Cami Privacy Policy.

5.2 Program Error Responses. Program Errors are reproducible deviations from expected solution behavior occurring in the production environment. Program Errors are classified by their severity. Cami shall respond to any Program Errors based upon their severity level as set forth below.

“Severity 1 Program Error” means all of Client’s Users or Customers are wholly unable to access the Services or all or almost all of the main functionality is lost and no workaround is available.

“Severity 2 Program Error” means an issue or problem rendering a major feature of the Service unavailable AND causing significant adverse business impact to Client or Customers. In a Pre- production system: a major feature or function is not working correctly and could delay deployment or upgrade.

“Severity 3 Program Error” means an issue or problem in which the Services are generally available and functionality is not significantly affected; but for which a correction or modification is required to enable the normal function and operation of the Service.

“Severity 4 Program Error” means intermittent or unexpected behavior is observed which suggests a possible Program Error or alternatively, a Request for Enhancement (“RFE”) is made by the Client.

Any problem relating to or stemming from the Service requirement to interact with any third party API , data or service, shall not be classified a Program Error.

5.3 Problem Correction Response Times. In the event of a Program Error as defined above, the following target Response Times shall apply:

Priority / Target Response Time / Target Resolution

Severity 1

– 1 hour during Normal Support Hours

– Within twenty-four (24) hours, fix problems or provide emergency patches, fix or work-around. Work to downgrade to Priority Level 2.

Severity 2

– 4 hours during Normal Support Hours

– Within thirty-six (36) hours, fix problems or provide emergency patches, fix or work-around. Work to downgrade to Severity Level 3.

Severity 3

– 48 hours during Normal Support Hours

– Issue dependent; will be discussed with Client

Severity 4

– 72 hours during Normal Support Hours

– Issue dependent; will be discussed with Client

5.4 Non-reproducible System Errors. If Cami cannot reproduce Client-reported System errors, the issue will be addressed at a Severity Level that is one level below that for which it would qualify as reported under the above Levels if the error was reproducible. Cami will work diligently with Client to reproduce the error and if successful, will then assign the appropriate Severity Level.

6. Reporting and Escalation Process. In the event Client experiences a Program Error, Client’s Authorized Support Contacts should advise a Cami Customer love consultant. Cami Customer love team provides Users with access to On-line help as well as expert Customer love consultants for the purposes of issue identification and resolution. The Customer love Team consists of members in the United States and India.

7. Service Response Times. Cami supports an average monthly API response time of four (4) seconds, except where such API relies on, or is connected to, any third party data, API. Response time is the amount of time it takes for the System to respond to a User request for information through the Services. It is calculated from the time the inquiry or request is fully received by the System servers to the time the response leaves the server.

8. Data Quality. Client acknowledges that complete accuracy of Client’s information cannot be guaranteed and that errors, omissions, delays and losses, including inadvertent loss of data are inherent risks in data processing and telecommunications. Cami does not assume responsibility for verification of any information provided to Cami by Client or any third party and shall not be responsible or liable for any errors, factual or otherwise, contained in any data provided to Cami by Client or any third party. Cami shall not be responsible to Client for any loss, alteration, or corruption of, or any damage to: 1) any information or Services, 2) the functionality of the System, or 3) the availability of the System to the extent caused by (a) the actions of Client’s Users, Integrated Client Applications, and/or other individuals accessing the Services; or (b) the conduct of any third party that has accessed the Services using Client’s passwords through no fault of Cami. Cami is also not responsible for delays caused by Client’s other vendors or governmental websites.

9. Training. Details of initial User training are presented in the applicable SOWs. Custom training is available based on discovery of custom scope and mutual agreement by the parties in writing in accordance with terms of the Agreement.