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Service Level Agreement (SLA)

Service Level Agreement (“SLA”)

This SLA will apply to the Conductor and ContentKing platforms (collectively referred to herein as the “Platform”) during theTerm (including any applicable Renewal Term).

Availability and Maintenance

1.1 Availability Standard

The Platform shall have a quarterly Platform Availability (as defined below) of at least 99.5% (the “Availability Standard”).

1.2 Scheduled Maintenance

There are 2 categories of scheduled maintenance that Conductor may need to perform:

Category 1 – Weekly Scheduled Maintenance

There will be a weekly scheduled maintenance period every Sunday to perform system maintenance, backup, and upgrade functions for the Platform (the “Weekly Scheduled Maintenance”). The Platform may be offline during the Weekly Scheduled Maintenance.

Category2–Scheduled Maintenance Outside of Weekly Scheduled Maintenance

If Conductor detects an issue in the Platform that requires action to avoid unscheduled maintenance in the future, upon at least three (3) business days’ prior notice to Customer, Conductor may schedule maintenance outside of the Weekly Scheduled Maintenance (the “Non-Weekly Scheduled Maintenance” and together with the Weekly Scheduled Maintenance, the “Scheduled Maintenance”). Such Non-Weekly Scheduled Maintenance will be scheduled during off-peak hours (between 11 PM and 3 AM based on United States of America Eastern Time). The Platform may be offline during the Non-Weekly Scheduled Maintenance.

1.3 Unscheduled Maintenance

Unscheduled Maintenance, including Emergency Maintenance as set forth below, is defined as any time outside of the Scheduled Maintenance when the Platform is not available to perform operations, except for Excluded periods as defined below.

Conductor may perform emergency maintenance at the discretion of the Conductor Executive team (which includes but is not limited to the CEO, CFO, CTO, or VP of Infrastructure), if the maintenance is in the best interest of supporting the Platform for the Customer (“Emergency Maintenance”). Conductor shall provide notification of Emergency Maintenance to Customers as soon as practical.

1.4 ServiceMetrics

Calculation of Platform Availability

Platform Availability = (TotalHours of actual availability in applicable quarter – Scheduled Maintenance – Excluded) / (Total Hours of possible available in applicable quarter – ScheduledMaintenance–Excluded) X 100%.

Note: “Excluded” means the following:

Unavailability caused by circumstances beyond Conductor’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, pandemics, strikes or other labor problems (other than those involving Conductor employees), telecommunications, Internet service provider or hosting facility failures, delays involving hardware, software or power systems not within Conductor’s possession or reasonable control, and network intrusion or denial of service attacks.

1.5 Penalties

Should Conductor fail to achieve the Availability Standard over any calendar quarter, Customer shall have the option to request a refund from Conductor based upon the pro-rata portion of the annual Fees attributable to the applicable calendar quarter (“Service Credit”). The Service Credit is calculated as follows:

Fee Reimbursement = (Total Unscheduled Maintenance in Reporting Period) / (Total time in Reporting Period – Scheduled Maintenance – Excluded) x Fees paid for Reporting Period x 100%.

Penalty claims may only be made on a calendar quarter basis and must be submitted within ten (10) business days after the end of the relevant quarter, except for periods at the end of a Subscription Term that do not coincide with a calendar quarter, in which case Customer must make any claim within 10 business days after the expiration of the corresponding Subscription Term.

All claims will be verified against Conductor’s system records. Should any periods of downtime submitted by Customer be disputed, Conductor will provide to Customer a record of service availability for the period in question. Conductor will only provide records of system availability in response to good faith Customer claims.

Notwithstanding the above, should Conductor fail to achieve at least ninety-five percent (95%) Platform Availability over any calendar quarter, Customer shall have the option to terminate the Subscription for cause, in which caseConductor will refund to Customer any Fees paid in advance for services not performed after the effective date of termination.

Customer Support

2.1 Customer support is available to the Customer twenty-four (24) hours a day Monday to Friday (based on United States of America Eastern Time) via chat, telephone, and email (the “Support”).

The Support provided under this Agreement does not include services provided with respect to the following matters:

(i) any problems resulting from the misuse, improper use, alteration, or damage of the Platform;

(ii) any problems caused by modifications in any version of the Platform not made or authorized by Conductor; or

(iii) any problems resulting from the Customer combining or merging the Platform with any hardware or software not supplied by Conductor, or not identified by Conductor as compatible with the Platform.

2.2. Problem Severity and Resolution

Problems will be classified according to severity. Conductor will use commercially reasonable efforts to respond to problems promptly based on the nature of the incident (as reasonably determined by Conductor) in accordance with the following response parameters:

  • AcknowledgementTime” is the amount of time elapsed between the time that Customer reports an incident until the time that Customer receives a communication from Conductor.
  • ResponseTime” is the amount of time elapsed from the Acknowledgement Time until Conductor is actively working on the Problem. Conductor will inform Customer of the estimated Response Time upon the initial notification.
  • TargetResolutionTime” is the time, measured from the Acknowledgement Time until Conductor permanently resolves the Problem (if possible) or provides a work-around which either temporarily resolves the Problem until a final resolution is provided, or which materially lowers the severity level of the Incident.

2.3 Resolution

Open Problems will be considered “closed” when:

  • The Problem has been resolved to Customer’s reasonable satisfaction; or
  • The question has been adequately answered; or
  • After repeated communications by Conductor, Customer does not respond.

Problems may be reopened at Customer’s request if the problem reoccurs.

2.4 ResolutionProcedures

Conductor will, according to incident severity and Response Times set forth above, receive and log the incident, diagnose the root-cause issue, create an action plan and schedule to address that issue, and execute the action plan to resolve the Problem in accordance with the Target Resolution Times set forth above. If Customer feels that adequate forward progress or the quality of thePlatform is unsatisfactory, the Customer can request that the incident be escalated to Conductor management.

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