Service Level Agreement

Service Level Agreement- Vinebots Platform

Effective Date / Last Updated: September 1, 2023

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

1. Uptime SLA. Neostella will use commercially reasonable efforts to make the Vinebots Platform available 98.0% (as calculated based on the cumulative runtime of all individual automations running on the Vinebots Platform (“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”).
   
   

1. 1. “Scheduled Downtime” shall mean 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.
      
      
   2. “Emergency Maintenance Downtime” shall mean downtime: (i) that is 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 in order to maintain critical functionality, such as urgent patches or urgent maintenance, that: (A) needs to be performed as soon as possible; and (B) Neostella could not have reasonably foreseen and addressed during Scheduled Downtime.
      
      
   3. “Force Majeure Event” shall mean 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, Vinebots Platform shall not be considered unavailable nor shall 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 Vinebots Platform 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 a Vinebots Platform 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 pursuant to any agreement between Neostella and End User and outside of the reasonable control of Neostella.
   
   
3. SLA Credits. In the event 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 shall, within two (2) months of such Request, issue an SLA Credit to Reseller based on the following schedule. Such SLA Credit shall be provided as a percentage of the fees paid by the affected End User prorated for the month in which such SLA Failure occurred.