Service Level AgreementNeodeluxe Platform

Effective Date / Last Updated: December 19, 2024

This Service Level Agreement (“SLA”) discusses the availability of Neodeluxe by Neostella, Inc. (“Neostella”) to any end user of Neodeluxe (“End User”). Any references to “Reseller” in this SLA will apply to i) a Neostella licensee through whom End User purchased services under Neodeluxe, or ii) in the absence of such Neostella licensee, the End User itself.

1. Uptime SLA. Neostella will use commercially reasonable efforts to make Neodeluxe available 98.0% (as calculated based on the cumulative runtime of all individual automations running on Neodeluxe (“Individual Automations”) purchased by an End User) of the total number of minutes in any calendar month, excluding Scheduled Downtime and Emergency Maintenance Downtime (the “Uptime SLA”).

(a) “Scheduled Downtime” means scheduled downtime due to a maintenance window of which Neostella provides Reseller no less than 48 hours prior written notice. Neostella will use commercially reasonable efforts to schedule all Scheduled Downtime between 8pm and 6am EST.

(b) “Emergency Maintenance Downtime” means downtime that is: (i) not due to an event or incident caused by Neostella, or any third party under Neostella’s control; and (ii) due to a need for Neostella to perform emergency maintenance to maintain critical functionality, such as urgent patches or urgent maintenance, that: (A) must be performed as soon as possible; and (B) Neostella could not have reasonably foreseen and addressed during Scheduled Downtime.

(c) “Force Majeure Event” means strikes, wars, revolutions, acts of terrorism, fires, floods, explosions, earthquakes, parts or labor shortages, government regulations, or other causes beyond Neostella’s reasonable control.

2. Exceptions to Uptime SLA and Real-Time Response SLA Calculations. For purposes of calculating the Uptime SLA, in addition to Scheduled Downtime, Neodeluxe will not be considered unavailable nor will any SLA Failure be deemed to occur in connection with any failure to meet the Uptime SLA or impaired ability of End Users to access or use Neodeluxe due to any of the following “Exceptions” to the Uptime SLA: (a) errors or failures relating to any software-as-a-service provided by Filevine, Inc. or other third-party platforms that Neodeluxe connects to execute one or more Individual Automations; (b) End User’s Internet connectivity; (c) a Force Majeure Event; or (d) failure, interruption, outage or other problem with any software, hardware, system, network, facility or other matter which is not supplied by Neostella per any agreement between Neostella and End User and outside of Neostella’s reasonable control.

3. SLA Credits. If Neostella does not meet the Uptime SLA over any calendar month (a “Measurement Period”), and such failure is demonstrably not the result of an Exception, Reseller may submit in writing a request (“Request”) for a credit (“SLA Credit”) from Neostella. Each Request must be submitted to Neostella within thirty (30) days of the end of such Measurement Period in which Neostella does not meet the Uptime SLA. Upon Neostella’s receipt of a Request, Neostella will, within two (2) months of such Request, issue an SLA Credit to Reseller based on the following schedule. Such SLA Credit will be provided as a percentage of the fees paid by the affected End User prorated for the month in which such SLA Failure occurred.

Uptime	SLA Credit
98% or above	0%
95% up to 98%	10%
90% up to 95%	20%