Service Level Agreement (SLA) for Content Platform (FotoWare Switzerland AG)

Revision March 2024

This Service Level Agreement ("SLA") forms an integral part of the SaaS Subscription Agreement available on  fotoware.com between Fotoware and Customer (the "Agreement") under which Fotoware provides its Software-as-a-Service for Digital Asset Management of Customer's Content. Accordingly, this SLA enters into force by executing an Order Form (as defined in the Agreement) and thus simultaneously consent to the Agreement. If not specifically stated otherwise in this SLA, the terms and conditions of the Agreement shall apply mutatis mutandis, such as, but no limited to, the term and termination (section 8 of the Agreement) and miscellaneous (section 14 of the Agreement).

1. DEFINITIONS

“Incident” means (i) any single event, or (ii) any set of events, that result in Downtime.

"Service Credits" means the calendar days of prepaid Service Fees that will be applied in the form of monetary credit for future use of the Service upon Fotoware's approval of request according to Section 2.5.

"Downtime" means, except for scheduled system maintenance, the period that the Service is either (a) not available to Customer or (b) substantially not functioning. Downtime does not include unavailability of the Service due to limitations described in Section 2.6.

"Service Level" means the level of service availability that Fotoware has undertaken to meet towards Customer depending on Customer’s subscription plan.

“Scheduled Downtime” means periods of scheduled Downtime related to maintenance or upgrades of the Service in maintenance windows decided by time-zone during night-time or on weekends.

2. SERVICE LEVEL

2.1 Service Level. Customer is entitled to a Service Level corresponding to 24 hours per day, 7 days per week at either 99%, 99,5% or 99,9% of the time depending on Customer’s subscription plan in each calendar month during Customer's Subscription Period. An exception is made for Scheduled Downtime.

2.2 Service Credits in case of deviance from Service Level. If Fotoware does not meet the promised Service Level, Customer is eligible to receive the Service Credits as described below. The availability of Service Credits is Customer's sole and exclusive remedy for any failure by Fotoware to meet the terms of this SLA. The number of Service Credits that can be earned depending on Customer’s subscription plan is reflected in the schedule below:

Service Level

99%

99,5%

99,9%

Availability between 99,5% and 99,9%

None

3 calendar days of Service credits

Availability between 99,0% and 99,5%

None

3 calendar days of Service Credits

7 calendar days of Service Credits

Availability between 98,5% and 99,0%

3 calendar days of Service Credits

15 calendar days of Service Credits

Availability between 98,0% and 98,5%

7 calendar days of Service Credits

15 calendar days of Service Credits

Availability below 98%

15 calendar days of Service Credits

2.3 Maximum Service Credit. The aggregate amount of Service Credits to be issued to Customer for all Downtime that occurs in a single calendar month shall not exceed 15 calendar days of Service.

2.4 Request for Service Credit. Customer must request the Service Credit by notifying Fotoware within 30 days from the Incident occurred by email at sales@fotoware.com. The request shall include all information necessary for Fotoware to validate the request, including but not limited to: (i) a detailed description of the Incident, (ii) information regarding the time and duration of the Downtime, (iii) the number of affected users and location(s), and (iv) description of Customer's attempt to resolve the Incident at the time of occurrence. Failure to comply with these requirements will forfeit the Customer's right to receive the Service Credit.

2.5 Evaluation of and response to request. Fotoware shall evaluate all information reasonably available and make a good faith determination of whether a Service Credit is owed. Fotoware shall use reasonable efforts to process and respond to the request within 30 calendar days from received request. Customer must comply with the SLA to be eligible for a Service Credit. Fotoware will issue Service Credits that it deems to be owed by Customer in the form of monetary credit applied to future use of the Service. Customer may request reimbursement of prepaid Service Fees instead if Customer is unable to utilize the monetary credit due to termination of the Agreement.

2.6 Limitations. This SLA and any applicable Service Credits do not apply to any performance or availability issues (1) due to factors outside Fotoware’s reasonable control (such as, but not limited to natural disaster, war, acts of terrorism, pandemics, epidemics, riots, government action, or a network or device failure external to Fotoware’s data centers, including Customer’s site or between Customer’s site and Fotoware’s data center), (2) due to Customer's use of the Service inconsistent with the Documentation or in violation of the Agreement, (3) due to Customer's use of the Service in combination with any other product or service not provided or recommended by Fotoware, (4) due to Customer's use of the Service in a way that substantially exceeds its assigned, monthly network quota (inbound and outbound) based on purchased storage, or (5) with respect to preview, prerelease or beta versions of the Service or any features not covered by the Documentation.