SERVICE LEVEL
AGREEMENT

Exhibit A
‍Service Level Agreement

This Exhibit A “Service Level Agreement” is made a part of and incorporated by reference into the Order Form and MSA between Mezmo and Customer.

• Definitions. For purposes of this Service Level Agreement, the following terms have the meaning ascribed to each term below:
  “Downtime” means a period during which Customer is unable to access the Service by means of a web browser and/or API as a result of failure(s) in Mezmo’s service, system,  or architecture, as confirmed by Mezmo.
  “Monthly Uptime Percentage” means the total number of minutes in a calendar month, minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.
  “Service Credit” means the number of days that Mezmo will add to the end of the Term, at no charge to Customer.

• Service Level Warranty. During the Term, Mezmo will make the Service operational and available to Customer at least 99.9% of the time in any calendar month (“Service Level Warranty”). If the Monthly Uptime Percentage does not meet the Service Level Warranty in any calendar month, and if Customer meets its obligations under this Agreement, then Customer will be eligible to receive Service Credit as follows:

  Uptime

  Days Credited

  < 99.9% - ≥98.0%

  3

  < 98.0% - ≥ 95.0%

  7

  < 95.0%

  15

• Customer Must Request Service Credit. In order to receive Service Credit, Customer must notify Mezmo within 30 days from the time Customer becomes eligible to receive a Service Credit under the terms of this Agreement.  Failure to comply with this requirement will forfeit Customer’s right to receive Service Credit.

• Maximum Service Credit. The aggregate maximum amount of Service Credit to be issued by Mezmo to Customer for all Downtime that occurs in a single calendar month will not exceed 15 days.  Service Credit may not be redeemed  for, or converted into, cash or any monetary value.

• Exclusions. The Service Level Warranty does not apply to any performance issues that: (i) are caused by riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, earthquakes, or any other causes that are beyond Mezmo’s reasonable control so long as Mezmo uses commercially reasonable efforts to mitigate the effects of such force majeure; (ii) resulted from Customer’s equipment or third party equipment or service (e.g. Customer’s internet connection), or both; or (iii) resulted from Customer’s violation of the Agreement.
  
  For clarity, if Customer’s use of the Software and/or Service generates data or traffic volumes that materially threaten the stability or  security of Mezmo’s Software and/or Service (including Mezmo’s underlying systems), Mezmo reserves the right to apply rate limits (including throttling or dropping data)to Customer’s use and such data and/or traffic. Such actions shall not be considered Downtime or a breach of this Agreement.

• Exclusive Remedy. This Service Level Agreement sets forth Customer’s sole and exclusive remedy for any failure by Mezmo to meet the Service Level Warranty.

Exhibit B
Support Terms

This Exhibit B “Support Terms” is made a part of and incorporated by reference into the Order Form and MSA between Mezmo and Customer. This Exhibit B sets forth the terms on which Mezmo provides technical support to Customer for the Service.

• Definitions.
  “Error” means a failure of the Service to conform to the published specifications, resulting in the inability to use, or material restriction in the use of, the Service.
  “Escalation” means the process by which Mezmo will work continuously, and at multiple levels of its organization, to resolve an Error.
  “Start Time” means the time during Mezmo’s regular Business Hours (defined below), when Mezmo first determines an Error has occurred following initiation of a Support case by Customer in accordance with Sections 2 and 3, below.

• General. During a Subscription Term, Mezmo will provide the Support described in these Support Terms. Mezmo provides Support during normal “Business Hours” (9am – 5pm, Pacific time, Monday - Friday).

• Contacts. Customer may initiate a Support case by emailing support@mezmo.com or via our ticketing portal as set forth in the Documentation. Customer may initiate an unlimited number of Support cases.

• Priority Levels and Timeframes. Mezmo will establish the Priority Level of an Error and the corresponding Support case in its sole discretion and will use its best efforts to adhere to the Response Times set forth below. If an Error is not addressed, Mezmo will commence an Escalation. Response Times are calculated from the Start Time and are stated in and will be conducted in Business Hours.

  Priority
  Level

  Description

  Response
  Time**

  1

  Major Impact: The Service is inoperable because of a serious degradation in performance due to an Error in the Service where all Authorized Users cannot reasonably continue to use the Service because of the Error, the Error cannot be circumvented with a workaround, and it affects Authorized User’s ability to perform its business.

  up to 2 hours

  2

  Moderate Impact: An Error in the Service for all Authorized Users causes performance to be significantly degraded such that use of the Service is materially impaired, but the Error can be circumvented with a workaround.

  up to 6 hours

  3

  Minor Impact: An Authorized User experiences a performance, operational, or functional issue in its use of the Service, attributed to an Error in the Service, that can be circumvented with a workaround, and the Error causes only minimal impact to the Authorized User’s ability to use the Service.

  up to 48 hours

  4

  General Questions: No issue with performance or operation of the Service. These include standard questions on the API configuration, dashboard functionality, enhancement requests, or documentation clarification.

  up to 3 days

• Conditions, Exclusions, and Termination.

  1. Conditions. Mezmo’s obligation to provide Support is conditioned upon the following: (i) Customer makes reasonable efforts to solve the Error after consulting with Mezmo; (ii) Customer provides Mezmo with sufficient information and resources to correct the Error, as well as any and all assistance reasonably requested by Mezmo; and (iii) Customer procures, installs, and maintains all equipment, telephone lines, communication interfaces and other hardware necessary to access and operate the Service.

  2. Exclusions. Mezmo is not obligated to provide Support in the following situations: (i) the problem is caused by Customer’s negligence, hardware malfunction, or other causes beyond the reasonable control of Mezmo; (ii) the problem is with third party software not licensed through Mezmo including the Service; or (iii) Customer fails to pay any amount that is payable to Mezmo within the timeframe for payment specified in the MSA.

  3. Termination. Mezmo reserves the right to conclude its performance of a Support case when, in its reasonable discretion, Mezmo determines that it has provided a satisfactory resolution or workaround to the Error.