Effective date: 12/30/2021

Service Levels. Subject to the terms and conditions of this Agreement, Navix will use commercially reasonable efforts to make the Software Services Available at least ninety-nine and one-half percent (99.5%) of the time as measured over the course of each calendar month during the Term (each such calendar month, a “Service Period”), excluding unavailability as a result of any of the Exceptions described below in this Section 1 (the “Availability Requirement”). “Service Level Failure” means a material failure of the Software Services to meet the Availability Requirement. “Available” and “Availability” mean the Software Services are available for access and use by Customer and its End Users over the Internet. For purposes of calculating the Availability Requirement, the following are “Exceptions” to the Availability Requirement, and neither will the Software Services be considered un-Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Customer or its End Users to access or use the Software Services that is due, in whole or in part, to any: (a) access to or use of the Software Services by Customer or any End User, or using Customer’s or an End User’s access credentials, that does not strictly comply with this Agreement; (b) Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement; (c) Customer’s or its End User’s Internet connectivity; (d) force majeure event; (e) failure, interruption, outage or other problem with any software, hardware, system, network, facility or other matter not supplied by Navix pursuant to this Agreement; (f) Scheduled Downtime; or (g) disabling, suspension or termination of the Services pursuant to the Agreement.

Service Level Failures and Remedies. In the event of a Service Level Failure, Navix shall issue a credit to Customer in the amount set forth in the table below, measured as a percentage of the monthly fees for the Software Services due for the Service Period the Service Level Failure occurred (each a “Service Credit”).

Availability	Service Credit
99.5% – 100%	0%
99.0% – 99.49%	3%
97.5% – 98.99%	5%
95.0% – 97.49%	8%
< 95.0%	10%

Notwithstanding the foregoing, Navix has no obligation to issue any Service Credit unless (i) Customer reports the Service Failure to Navix immediately upon becoming aware of it, and (ii) requests such Service Credit in writing within thirty (30) days of the Service Level Failure. To be eligible, you must submit a claim by opening a Navix support ticket, and the credit request must include: (i) the words “SLA Credit Request” in the subject line; (ii) the dates and times of each incident that you are claiming; (iii)    the URL of the affected SaaS environment; and (iv) evidence of the incident, including log files, that you copied immediately after you experience the incident. If the log packages cannot be uploaded to the opened Navix support ticket, please keep the logs until Navix provides an alternative upload option. Additionally, in no event will a Service Credit for any Service Period exceed ten percent (10%) percent of the total monthly fees that would be payable for that Service Period if no Service Level Failure had occurred. Any Service Credit payable to Customer under this Agreement will be issued to Customer in the calendar month following the Service Period in which the Service Level Failure occurred. This Section 2 sets forth Navix’s sole obligation and liability and Customer’s sole remedy for any Service Level Failure.

Changes. Navix’s SLA is subject to updates from time-to-time, and can be found here: https://www.navix.io/sla

Support Services Schedule

Support Service Responsibilities

Navix shall provide support services (collectively, “Support Services”) for the Software Services in accordance with the provisions of this Schedule. The Support Services are included in the Software Services, and Navix shall not assess any additional fees, costs or charges for such Support Services.

Navix shall use commercially reasonable efforts to:

• correct all failures of any Software Services to be available or otherwise perform in accordance with this Agreement (“Service Errors”) in accordance with the Support Service Level Requirements, including by providing defect repair, programming corrections and remedial programming;
• provide telephone and online ticket support during the hours of 8 a.m. to 5 p.m. Central Time on business days;
• Provide online access to technical support bulletins and other user support information and forums, to the full extent Navix makes such resources available to its other customers; and
• Respond to and Resolve Support Requests as specified below.

Service Monitoring and Management

Navix shall use commercially reasonable efforts to continuously monitor and manage the Software Services to enable Availability that meets or exceeds the Availability Requirement.

Service Maintenance

Navix shall use commercially reasonable efforts to maintain the Software Services in order to enable Availability that meets or exceeds the Availability Requirement. Such maintenance services shall include using commercially reasonable efforts to provide to Customer:

• all updates, bug fixes, enhancements, new releases, new versions and other improvements to the Software Services, that Navix provides at no additional charge to its other similarly situated customers; and
• all such services and repairs as are required to maintain the Software Services or are ancillary, necessary or otherwise related to Customer’s or its End Users’ access to or use of the Software Services, so that the Software Services operate properly in accordance with this Agreement.

Support Service Level Requirements

Navix shall use commercially reasonable efforts to correct all Service Errors and respond to and Resolve all Support Requests in accordance with the required times and other terms and conditions set forth below (“Support Service Level Requirements”). 

Support Requests

Customer shall submit its requests for Service Error corrections and they will be classified in accordance with the descriptions set forth in the chart below (each a “Support Request”). Customer shall notify Navix of Support Requests by e-mail, telephone or such other means as the parties may hereafter agree to in writing. 

Support Request Classification	Description: Any Service Error Comprising or Causing any of the Following Events or Effects
Critical Service Error	Issue affecting entire system or single critical production function; System down or operating in materially degraded state; or Widespread access interruptions.
High Service Error	Primary component failure that materially impairs its performance; or Data entry or access is materially impaired on a limited basis.
Medium Service Error	Software Services are operating with minor issues that can be addressed with a work around.
Low Service Error	Request for assistance, information, services that are routine in nature, or updates that are desired but do not impair system operation or functionality.

Response and Resolution Time Service Levels

Response and Resolution times will be measured from the time Navix receives a Support Request until the respective times Navix has (i) responded to, in the case of response time and (ii) Resolved such Support Request, in the case of Resolution time. “Resolve” (including “Resolved”, “Resolution” and correlative capitalized terms) means that, as to any Service Error, Navix has provided Customer the corresponding Service Error correction. Navix shall use commercially reasonable efforts to respond to and Resolve all Service Errors within the following times based on the severity of the Service Error:

Support Request Classification	Response Time	Resolution Time	Service Level Credits (For Failure to Respond to any Support Request Within the Corresponding Response Time)	Service Level Credits (For Failure to Resolve any Support Request Within the Corresponding Required Resolution Time)
Critical Service Error	2 hour	6 hours	1% of the Software Services fees for the month in which the initial Service Level Failure begins.	1% of the fees for the month in which the initial Service Level Failure begins.
High Service Error	4 hour	12 hours	1% of the Software Services fees for the month in which the initial Service Level Failure begins.	1% of the Software Services fees for the month in which the initial Service Level Failure begins.
Medium Service Error	1 day	5 days	1% of the Software Services fees for the month in which the initial Service Level Failure begins.	1% of the Software Services fees for the month in which the initial Service Level Failure begins.
Low Service Error	1 day	30 days	1% of the Software Services fees for the month in which the initial Service Level Failure begins.	1% of the Software Services fees for the month in which the initial Service Level Failure begins.

Escalation

With respect to any Critical Service Error Support Request, until such Support Request is Resolved, Navix shall escalate that Support Request within sixty (60) minutes of the receipt of such Support Request by the appropriate Navix support personnel.

Support Service Level Credits

Failure to achieve any of the Support Service Level Requirements will constitute a Service Level Failure for which Navix shall issue to Customer the corresponding service credits set forth above (“Service Level Credits”).  The parties acknowledge and agree that each of the Service Level Credits assessed: (a) are a reasonable estimate of the diminished value of the Services and compensation for the anticipated or actual harm to Customer that may arise from the corresponding Service Level Failure, which would be impossible or very difficult to accurately estimate; and (b) shall be credited or set off against any Software Services fees or other charges payable to Navix under this Agreement. No Service Level Credits (together with any Service Level Credits) for any month shall exceed twentyfive (25%) of the total amount of Software Services fees that would be payable for that month if the Software Services were fully provided in accordance with this Agreement.

Corrective Action Plan

If two (2) or more Critical Service Errors occur in any thirty (30) day period during (a) the Term or (b) any additional periods during which Navix does or is required to perform any Software Services, Navix shall promptly investigate the root causes of these Service Errors and provide to Customer within five (5) business days of its receipt of notice of the second such Support Request an analysis of such root causes and a proposed written corrective action plan for Customer’s review, comment and approval, which, subject to and upon Customer’s written approval, shall be a part of, and by this reference is incorporated in, this Agreement as the parties’ corrective action plan (the “Corrective Action Plan”). The Corrective Action Plan shall include, at a minimum: (x) Navix’s commitment to Customer to devote the appropriate time, skilled personnel, systems support and equipment and other resources necessary to Resolve and prevent any further occurrences of the Service Errors giving rise to such Support Requests; (y) a strategy for developing any programming, software updates, fixes, patches, etc. necessary to remedy, and prevent any further occurrences of, such Service Errors; and (z) time frames for implementing the Corrective Action Plan. There will be no additional charge for Navix’s preparation or implementation of the Corrective Action Plan in the time frames and manner set forth therein.

Changes. Navix’s SLA is subject to updates from time-to-time, and can be found here: https://www.navix.io/sla

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