Service Level Agreement

1. Definitions. The following definitions shall apply to this SLA:

1.1. "Agreement" means the SLA, Main Agreement and any of its annexes.

1.2. "Business Day" means the Over.ai’s normal working hours as shall be determined from time to time. Calls received during out of office time will be forwarded to a backup call center.

1.3. "Calendar Month" means a period beginning in one calendar month and ending on the following calendar month on the day numerically corresponding to the day of the calendar month, in which such period started, provided that if such period started on the last Business Day in a calendar month, or if there is no such numerically corresponding day, such period shall end on the last Business Day of the following calendar month.

1.4. "Monthly Uptime Percentage" means the total number of minutes in a Calendar Month minus the number of minutes of Downtime suffered in a Calendar Month, divided by the total number of minutes in a Calendar Month.

1.5. "Downtime" means, a partial or a complete inaccessibility of services or packet loss caused by Over.ai’s services according to the relevant service SLA for a period of over a minute.

2. Availability. Over.ai shall use its best efforts to make sure that the services will be available 99.99% of the time in any given billing cycle. If the services are not available as aforesaid, Customer will be eligible for a credit according to uptime & credit commitment in this SLA.

2.1. Unavailability: Unavailability means: (i) The Service has a Downtime or (ii) data stored becomes inaccessible for more than 60 seconds. Unavailability due to scheduled maintenance is excluded from these conditions and is not taken into account for purposes of unavailability calculations; (iii) A network failure under IP connectivity.

2.2. Customer declares that it is fully aware of the fact that unavailability evolving from an OS failure or an application installed on the OS, are not considered to be a reason of failure caused by Over.ai.

3. Service Level Credit Eligibility. In order for the Customer to be eligible to receive any credit under this SLA, the Customer shall act according to and comply with the following:

3.1. Submit Over.ai support with a written claim regarding any incident in which it is believed that credit is applicable (the "Claim"). The Claim must be submitted within 48 hours 30 days as of the incident.

3.2. Customer must provide Over.ai’s customer support with all relevant details regarding the Claim, including, without limitation, detailed description of the incident(s), duration of incident, the affected storage account(s) and any attempts made by Customer to resolve the incident.

3.3. Over.ai will examine each Claim with the utmost care. In any case in which Over.ai, using its sole and exclusive discretion, will accept the Customer's Claim, then the relevant credit will be given, subject to the provisions of this SLA.

4. Uptime & Credit commitment:

Credit: If Over.ai fails to meet the availability percentages in the SLA, Customer will be eligible for a credit to be used during the next months, which will be calculated as a percentage of Customer's last billed fee for the effected service only, at the end of the current billing cycle. Credit will be based on the duration of the unavailability that exceeds the downtime as follows:

Monthly Uptime Percentage

Percentage of monthly bill for Covered Service which does not meet SLA that will be credited

99% – < 99.99%

10%

95% – < 99.0%

25%

< 95%

50%

5. Exclusions to SLA. Customer shall not receive any credit under the SLA in connection with any failure caused by:

5.1. Circumstances beyond Over.ai reasonable control, including, without limitation, acts of Force Majeure (as defined below), acts or omissions of a third party not engaged or authorized by Over.ai.

5.2. Unavailability, interruption or delay in telecommunications not under Over.ai’s control under the Customer’s control.

5.3. Failure or delay of third party’s services or software.

5.4. Backup corrupted file.

5.5. Failure of access circuits to Over.ai’s network, unless such failure is directly caused by Over.ai.

5.6. Usage patterns or traffic that exceeds the reasonable performance parameters of Customer’s specific installation;

5.7. Downtime caused by scheduled maintenance, for which at least 7 days’ prior notice is provided, is not eligible for SLA credit.

5.8. Downtime caused by emergency maintenance, for which at least 24 hours’ notice was not provided, (however, this is eligible for 50% of normally calculated SLA credit);

5.9. DNS issues outside Over.ai’s direct control;

5.10. False SLA breaches reported as a result of outages or errors of any Over.ai measurement system;

5.11. Customer’s act by others engaged or authorized by Customer, including without limitation, any negligence, willful misconduct, or use of the Over.ai’s IP connectivity or Over.ai’s services in breach of Over.ai’s other agreements;

5.12. Outages or downtime associated with Customer’s designated non-production (staging, testing or development) infrastructure that is unrelated to hardware or network failures.

6. Without derogating from the above, Over.ai shall only offer service level credit in case of underperformance for services under Over.ai responsibility only, in accordance with the terms and conditions of this SLA, and shall neither be liable nor offer any credit, in any case of underperformance by any third party (other than Over.ai’s contractors and subcontractors)., including, without limitation, factors outside of reasonable control, avoidance to implement Over.ai instructions and modifications and acts or omissions of the Customer or any of Customer's employees, agents, contractors, vendors or anyone else on behalf of the Customer.

7. Without derogating from the above and for the removal of any doubt, this SLA does not cover any unavailability, partial availability, inapplicability and/or malfunction of the SLA Services, derived and/or resulted from any action or omission of third parties, including without limitation, any network and communication suppliers, cloud services suppliers and hardware suppliers.

8. This SLA and any of the provisions hereto shall cease to be valid and shall immediately expire if such provisions are contrary to the provisions the Over.ai is bound by under those SLA's executed by Over.ai and any of its providers.

9. FORCE MAJEURE. Neither party shall in any event be held liable with respect to the other party or to others, for losses or damages caused by non-performance, or a delay in the performance, of their obligations under this SLA, to the extent that the same resulted from circumstances amounting to force majeure, including, inter alia, strikes, riots, fires, floods, war, terror attacks, hurricanes, earthquakes, windstorms, acts of God and acts of the state or of public authorities, or other causes beyond the reasonable control of the party affected thereby.