Service Level Agreement

This Service Level Agreement (“SLA”) is incorporated by reference into and governed by the applicable agreement between Mihafa Inc. (“Nectar”) and the customer accessing the Services (“Customer”) (the “Agreement”). Capitalized terms used but not defined in this SLA have the meanings set forth in the Agreement. In the event of a conflict between this SLA and the Agreement, the terms of the Agreement shall control, except on matters specific to service levels, availability measurement, and service credits, on which this SLA controls.

The service levels that apply to an Order Form are those in effect on that Order Form’s effective date.

1. Availability. The Services maintain Availability of at least 99.5% during any calendar month. “Availability” means the ability to successfully send data to, and receive data from, the Services. “Unavailability” means the total number of minutes during which the Services were not Available, as reasonably determined from Nectar’s monitoring, excluding any period described in the Exclusions section below. Availability is calculated for each calendar month as the total minutes in the month, less minutes of Unavailability, divided by the total minutes in the month. Unless stated otherwise, scheduled maintenance will take place outside of Nectar’s normal Business Hours.

2. Exclusions. The Availability commitment does not apply to, and Unavailability does not include, any degradation, interruption, or loss of functionality arising from: (a) an outage, rate limit, throttling, policy change, deprecation, or change to the application programming interfaces of any third-party platform or content licensor on which the Services depend; (b) the suspension, limitation, or discontinuation of a data source or integration as described in the Third-Party Dependencies section of the Agreement; (c) enforcement action taken by a third-party platform against Customer’s account, or Customer’s loss of access to or standing on any platform; (d) Customer’s own systems, networks, configurations, credentials, tags, or pixel implementations, or those of Customer’s other vendors; (e) Customer’s use of the Services other than in accordance with the Agreement or the Documentation, or in excess of a contracted volume or limit; (f) features designated as Beta, Preview, Early Access, or similar, and the application programming interface, which is governed by the API Terms; and (g) scheduled maintenance announced in advance by Nectar, and emergency maintenance.

3. Performance Remedy. As Customer’s sole and exclusive remedy for any Unavailability, if Nectar does not meet the Availability requirement during any calendar month, Customer will receive a service credit against the fees for the affected Services for that month, calculated as follows: 10% of those fees where monthly Availability is at least 99.0% but below 99.5%; 15% where it is at least 95.0% but below 99.0%; and 25% where it is below 95.0%. Service credits in any calendar month will not exceed 25% of the fees for the affected Services for that month. Any credits will roll over and apply toward fees due in Customer’s next billing period. If Customer pays annually or on another periodic basis, monthly fees will be calculated by dividing the annual (or periodic) fee by the number of months in that billing period. To receive a credit, Customer must submit a written request within thirty (30) days following the end of the month in which the Unavailability occurred.

4. Support. Customer may submit support requests (“Services Support”) to Nectar by email at any time by contacting [email protected]. Services Support is limited to addressing errors caused by Nectar’s failure to provide the Services in accordance with the Documentation. Any support offered by Nectar beyond this scope will be provided on a time-and-materials basis. “Business Days” are Monday through Friday, excluding federal holidays observed in the United States, and “Business Hours” are 9:00 a.m. to 5:00 p.m. Pacific Time on Business Days.

5. Error Response Times. An “Error” means a verifiable failure of the Services to substantially operate in accordance with the Documentation, as reasonably determined by Nectar. For each Error reported by Customer, Nectar will (i) assign a priority level to the Error in its reasonable discretion in accordance with the table below, taking into account the information Customer provides, and (ii) respond and provide status updates within the timeframes set forth in that table. All response times and target resolution times are measured in Business Hours on Business Days, unless otherwise indicated. Target resolution times are targets only; Nectar will use commercially reasonable efforts to meet them and does not commit to resolving any Error within a specified period.