This Services Level Agreement (“SLA”) sets forth the terms under which Guardz Inc. and its affiliates and subsidiaries (“Company” or “Guardz”) offers support and maintenance services described herein (“Support Services”) to customer (“Customer”), in connection with the use of Guardz’s platform (the “Platform”) as further detailed in the agreement to which this SLA is attached (the “Agreement”).  

   All capitalized terms not otherwise defined herein, shall have the meaning ascribed to them in the Agreement. 

1. DEFINITIONS 

   1. “Availability” means the time during which the Platform is not experiencing Downtime. 

   2. “Downtime” means time during which the Platform is not available for use and not due to Scheduled Maintenance. 

   3. “Incident” shall mean any event of Downtime or any other malfunction of the Platform preventing it from complying with the Platform specifications to the extent such were agreed upon in the Agreement, and which is reported to Company in accordance herewith. 

   4. “Helpdesk” means the point of contact that Guardz makes available to Customer for resolution of faults as set out in this SLA. 

   5. “Scheduled Maintenance” shall mean (i) regularly scheduled maintenance from 08:00 A.M. to 09:00 A.M. (CET) on any Saturday and/or Sunday; and (ii) other times during which Company will perform routine systems maintenance, provided, it has notified Customer at least 1 business day in advance of such routine maintenance. 

   6. “Temporary Fix” means a relief to an Incident that neutralizes it temporarily or reduces the severity of it by means of rollback to previous version, configuration change or hot fix, hot patch, bug fix, service pack or other workaround.   

   7. “Permanent Fix” means a restoration of the Platform to functional state.  

   8. “Unexpected Events” shall mean: (i) circumstances beyond Company’s reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labor disturbance, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, and failure of third party software used by Company for which there is no reasonable alternative which could have been used for redundancy; and/or (ii) circumstances resulting from Customer’s or its users’ wrongful acts or omissions (or wrongful acts or omissions of others engaged or authorized by Customer). 

   9. “Working Hours” Means Monday to Friday, from 08:00 a.m. to 05:00 p.m. CET. 
      
      

2. COMMUNICATION PROCEDURE 

1. 1. Customer may contact the Helpdesk and submit faults using one of the following communication channels:

• • • The support function included within the Platform user interface.

    • E-mail: [email protected]

1. 2. The support services shall be provided only in the English language.

   3. The Customer is obliged to notify Company of any Severity Level 1 and Severity Level 2 Incidents, immediately after it becomes aware thereof. 

   4. When a new Incident is properly submitted to the Helpdesk, the Helpdesk shall use reasonable commercial efforts to try to identify the origins of the Incident and to respond to the Customer within the time periods specified in the table below, according to the Incident’s severity level. An Incident’s severity level may be re-evaluated upon submission of a workaround. 

1. 5. The resolution time indicated above shall be regarded as “best efforts” timing, meaning that Guardz shall endeavour to resolve the matter using its best efforts. A reparation can be effectuated through a workaround or other acceptable solution, while a complete fix of the software problem may be delivered through an update of the software at a later stage. THE CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY IN CASE OF BREACH BY GUARDZ OF ITS OBLIGATIONS SET FORTH HEREIN, SHALL BE GUARDZ’S USE OF REASONABLE EFFORT TO RESOLVE THE REPORTED INCIDENT/MALFUNCTION.
      
      

3. OUT OF SCOPE OF SUPPORT SERVICES (NOT UNDER SLA)

The obligations hereunder shall not apply to any Incident that: (i) is caused by factors beyond Guardz’s reasonable control (such as broad service outage); (ii) resulted from Customer’s software or hardware, as well as any events caused by the Customer’s own management or misuse of the Platform; (iii) resulted from abuse or misuse of the Customer (or on behalf of the Customer) in violation of the Agreement or Guardz’s reasonable instructions, or other behaviors of unrelated third parties; (iv) resulted from downtime of Guardz’s third-party service providers; (v) modifications or repairs performed by anyone other than Company or on its behalf; or (vi) otherwise is explicitly excluded under this SLA.

4. AVAILABILITY. Excluding Unexpected Events, the Platform will be available at least 99% (ninety nine percent) of the time as measured on a monthly basis. Availability will be measured by Company using an industry-standard monitoring tool.
   
   

5. MAINTENANCE AND RELEASES. In case the Company releases an emergency release or patch, Customer will be obliged to promptly install such emergency release. Failure to do so may, at the discretion of Company, invalidate Company’s commitment to the response times set forth in this SLA.
   
   

6. CUSTOMER RESPONSIBILITIES

1. 1. Company’s compliance with the terms and conditions of this SLA and its requirement to provide services and support hereunder is fully conditional upon the Customer’s full compliance with each of the obligations and responsibilities described herein or/and as contained within the Agreement including but not limited to its payment obligations. 

   2. Customer shall (i) identify and document in full each problem with a Platform necessitating any Support Service, and (ii) supply Company with all reasonable assistance necessary to demonstrate and allow Company to diagnose the problem.  

   3. Company may require the Customer to appoint specific named employee or agent (the “Customer Representative”) who will be the only contact authorized to refer a problem to the Helpdesk, and will promptly respond to all reasonable requests for information from Company in accordance herewith. The Customer Representative will be available for communication with Company during any Support Service activities undertaken by Company hereunder.