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Conversational Commerce Platform

Support & Service Level Terms

Effective 3/15/2021

1. Definitions

The following defined terms apply to this SLA. Capitalized terms not defined below have the meanings ascribed to them in the Authvia Terms of Service, Master Sales Agreement, or other similar written agreement between the parties, as applicable (“Agreement”).

a) “Actual Monthly Uptime Percentage” = (A-B+C)/A , where:

A = Total Monthly Time (defined below);

B = Unavailable Monthly Time (defined below); and

C = Excluded Monthly Times (defined below).

b) “Monthly Uptime Percentage Threshold” means the percentage listed in Table 1 below under the heading, “Monthly Uptime Percentage Threshold.”

c) “Total Monthly Time” means the total number of minutes in the applicable calendar month.

d) “Unavailable Monthly Time” means the number of minutes in the applicable calendar month during which the Authvia APIs for the Authvia Services were unavailable for use.

Table 1. Monthly Uptime Percentage Threshold

Applicable ServicesMonthly Uptime Percentage Threshold
“Services” as defined in the Agreement99.95%

2. Service Commitments

Customer shall have the continuous right, to review Authvia’s Monthly Uptime Percentage at https://status.authvia.com/. Notwithstanding any provision in this Agreement to the contrary, the service commitment set forth in this Section is conditioned upon meeting each of the following requirements: (i) Customer will utilize a sufficient number of concurrent connections to support the Successful Connection Rate; and (ii) Customer will honor Authvia’s then-current time-to-live value for domain name system lookups of the Authvia API.

3. Service Commitments

Notwithstanding any provision in this Agreement to the contrary, no Unavailable Monthly Time will be deemed to have occurred if downtime: (i) is caused by factors outside of Authvia’s reasonable control, including, without limitation, telecommunications provider-related problems or issues, Internet access or related problems occurring beyond the point in the network where Authvia maintains access and control over the Services; (ii) results from any actions or inactions of Customer or any third party (except for Authvia’s agents and subcontractors); (iii) results from the Customer Applications, Customer’s equipment, software or other technology, Add-on services, or third party equipment, software or other technology (except for equipment within Authvia’s direct control); (iv) occurs during Authvia’s scheduled maintenance for which Authvia will provide at least twenty-four (24) hours prior notice; (v) occurs during Authvia’s emergency maintenance (maintenance that is necessary for purposes of maintaining the integrity or operation of the Services), regardless of the notice provided by Authvia; or (vi) results from any alpha, beta, developer preview, development test bed environments, descriptions of similar import or not otherwise generally available Authvia features or products; or (vii) periods of Unavailable Monthly Time that are less than five (5) minutes of continuous unavailability in duration (collectively, the “Excluded Monthly Times”).

4. Entire SLA Liability

With respect to any failure of Authvia to meet the Monthly Uptime Percentage Threshold or Successful Connection Rate, as applicable, this Exhibit states Authvia’s sole and entire liability to Customer and Customer’s sole remedy.