Octopai Software as a Service (SaaS) Service Level Agreement (SLA)

Overview

This Service Level Agreement (SLA) for Octopai Software as a Service is designed to assure the delivery of the software at an acceptable level of availability and performance to its customers.

By accepting this Agreement through an Order or Statement of Work that incorporates it, you agree to follow and be bound by the terms and conditions set forth below. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, and “Customer” will refer to that entity.

This Master Software License and Services Agreement (“Agreement”) is entered into by and between Octopai Ltd. (“Octopai” or “Licensor”) and the Customer and is effective as of the last signature date of an Order or Statement of Work (“Effective Date”). In this Agreement, “Party” refers to either Octopai or the Customer, and “Parties” refers to both Octopai and the Customer.

This Agreement is a master agreement under which the Customer may license the Octopai Software and receive Support and Professional Services related to the Octopai Software from Octopai, as detailed in one or more Orders or Statements of Work.

Service Levels

System Uptime

Measure	Metric	Standard	Comments
System Uptime	Percentage of system availability	99.95% uptime, excluding scheduled maintenance	Measured per calendar month and excluding Nine (9) off-working hours of maintenance per calendar quarter

Support and Service Availability

Measure	Metric	Standard	Comments
Support and Service Availability	Support hours and channel	Local customer time zone Monday to Friday, 9 AM to 5 PM, via email	Email response for general questions within 24 hours. See below response time on Issues.

Response Time for Issues

Measure	Metric	Standard	Comments
Response time for Issues	Severity level 1 Response Time	100% Response within 24 hours	Mission Critical - Inoperable: The software is non-functional, impeding the customer's ability to utilize the product. Priority level determined jointly by Octopai and Customer.
	Severity Level 2Response Time	100% Response within 5 working days	Significant Impact - Major Impediment: A substantial issue hinders the customer's full utilization of the product. A provisional workaround may be provided pending complete resolution.
	Severity Level 3Response Time	100% Response within 30 working days	Inconvenience - Minor Disruption: A minor disturbance affects the customer's interaction with the product, yet the customer retains access to the product's functions and capabilities.

Major Outage and Security Bridge Communication

Measure	Metric	Standard	Comments
Major outage and Security Breach Communication	Octopai time to notify Customers	Within 24 hours	Upon identifying an issue hindering the customer's use of the product, Octopai will promptly inform the customer's main contacts via email, emphasizing our commitment to practical communication and resolution efforts.

Metadata Refresh

Measure	Metric	Standard	Comments
Metadata Refresh	Frequency	Metadata refresh frequency may be established at intervals ranging from weekly or less frequent, as per the customer's preference	The process shall be configured and automated to facilitate metadata updates automatically in accordance with the chosen frequency.

Target Availability

Octopai will use commercially reasonable efforts to make the Service available with an uptime of 99.5% of each calendar month (“Target Availability”).

Service Uptime will be calculated according to the following formula:

“Service Uptime” = ((Total Time – Service Downtime) / Total Time)) x 100

• “Total Time” means the total minutes in that calendar month.
• “Service Downtime” means the time in minutes that Customer could not access the Service during that calendar month, subject to the exclusions in Section 2 below.
• For the avoidance of doubt, ‘access’ to the Service means a User’s successful authentication and access to the user interface of the console for the Service.

Exclusion

• The calculation of Service Uptime will not include unavailability to the extent due to:
• Customer’s use of the Service in a manner not authorized in the Agreement or in a manner that is inconsistent with the Documentation,
• General internet problems, force majeure events or other factors outside of Octopai's reasonable control,
• Customer’s equipment, software, network connections or other infrastructure,
• Third party systems, acts or omissions, or (e) Scheduled Maintenance or reasonable emergency maintenance.

“Scheduled Maintenance” means Octopai’s scheduled routine maintenance. Scheduled Maintenance will not exceed twenty (20) hours per month and Octopai will use commercially reasonable efforts to perform Scheduled Maintenance only in four (4) hour blocks of time on Saturday or Sunday.