EDGEIQ SERVICE LEVEL AGREEMENT (SLA)

This Service Level Agreement (the “SLA”) is applicable to the Purchased Services provided by EdgeIQ to Customer under the terms of the Agreement. Capitalized terms used in this SLA and not otherwise defined below shall have the meanings given to them in the Agreement.

PURPOSE AND SCOPE

The purpose of this SLA is to define Availability levels and operational specifications for the Services and the data reported into the Services. Specifics as to the Services We provide to You are set forth in the Order Form(s) and the Agreement. This SLA is not applicable to unrelated third parties (including Your Customers) or third parties lacking privity of contract with EdgeIQ.

EdgeIQ will provide the support and maintenance activities described in the SLA and the Agreement to ensure the Services Exchange and Purchased Services are available for use by You and Your Users, with the cost of these activities being included as part of the subscription fees. As a part of Our hosting responsibilities set forth in the Agreement, We (or Our hosting provider) will, at Our expense, (a) upgrade or enhance Our data center and Platform capacity as We deem necessary to provide the Purchased Services; and (b) provide periodic updates, upgrades, and additional features to the Services Exchange. Capacity and Service upgrades and updates will follow the Scheduled Maintenance practices described in this SLA.

The Service Availability specifically excludes (a) Your Application, (b) Internet or other network connections between Your Application and Our Services and (c) any communications protocolsor methods supported by the Service that are used to communicate Your Data from a User’s Device to Our Service.

DEFINITIONS

SERVICE AVAILABILITY

EdgeIQ will ensure that the Service maintains a monthly Availability of >= 99.90%. Availability will be calculated monthly as detailed above.

Service Level Reporting

Upon Your request, We will provide You a monthly Availability report by the tenth (10th) business day following the end of each month. Your report will include:

• Availability calculation
• Minutes of Scheduled Maintenance and any resulting Scheduled Down Time
• Minutes of Emergency Maintenance and any resulting Down Time
• Total Down Time
• List of Incidents with date, start time, stop time, Services impacted and Root Cause Analysis (if appropriate)
• Calculation of SLA Credit (if appropriate)

Remedy and SLA Credit

In the event that Your actual monthly Availability is less than the committed Availability set forth in this SLA, as Your sole and exclusive remedy hereunder, You shall receive an “SLA Credit” as follows:

The value of an SLA Credit will be determined by multiplying (i) the SLA Credit times (ii) the total subscription fees due for the Services as of the Record Date that occurred on or immediately before the month end date when the Availability calculation was made. To initiate a claim for an SLA Credit You must open a Trouble Ticket online at http://support.EdgeIQ.io. The SLA Credit amount will be issued as a credit on future billing cycles and will not be issued as cash back to You. However, if You are in arrears for the payment of any amounts then due under the Agreement (other than any charges that are under reasonable and good-faith dispute), We are not obligated to make available the SLA Credit amount until You have paid all amounts due and payable. The SLA Credit is not cumulative, shall be deemed to be liquidated damages, and in no event will the total SLA Credit exceed ten percent (10%) of the total subscription fees due for the Services in any given month.

Exceptions

EdgeIQ does not and cannot control the flow of data to or from the Internet and from Devices via a mobile operator’s network or other communications networks, protocols or methods. Such flow depends in large part on the performance of Internet services and Third Party Applications. At times, actions or inactions of such third parties can impair or disrupt Customer’s connections to the Internet and Devices or systems. Although EdgeIQ will use commercially reasonable efforts to take all actions We deem appropriate to remedy and avoid such events, EdgeIQ cannot guarantee that such events will not occur. Accordingly, EdgeIQ disclaims any and all liability resulting from or related to such events.

In no event shall EdgeIQ have any liability for any damages or SLA Credits arising out of or in connection with: (a) Customer’s own actions, negligence, or willful misconduct, (b) acts or omissions of any third party, including but not limited to any telecommunications service provider, or (c) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays. Any Down Time reasonably caused by one or more of the items set forth in this paragraph will be excluded in Our calculation of the monthly Availability.

INCIDENT MANAGEMENT

EdgeIQ will monitor all functional components and all network connectivity points related to the Platform and Services that are within Our span of control during the Hours of Operation. EdgeIQ will provide initial notice to a designated Customer’s representative (as set forth below) by telephone, email, pager, or comparable notification service within twenty-four (24) hours of EdgeIQ becoming aware of an Incident that has caused or may cause Down Time. In the event that Customer first becomes aware of such event, Customer shall promptly provide initial notice to EdgeIQ online at http://support.EdgeIQ.io, by entering a support incidence on your Services Exchange portal, or via e-mail to support@EdgeIQ.io.

Status reports about the Incident will be available at Your Services Exchange portal. The portal offers the ability to both report new Incidents and also to check the status of Trouble Tickets.

Trouble Tickets and Updates

EdgeIQ will coordinate Incident isolation, testing and repair work for all Service errors, defects or Service problems, and all third-party system errors, defects or problems that are within EdgeIQ’s span of control. EdgeIQ will attempt to proactively inform You when an issue or condition arises that may cause potential anomalies or problems to the Services.

Incident Classification

The Incident classification is determined by the party that initially opens the Trouble Ticket, but We may change the classification after consulting with You.

Errors in the documentation on the Developer portal will be corrected at the time We provide Our next regular release. You agree that for any Incidents You report that are for a design or feature change to the Purchased Services (which may include applications We have provided under a separate professional services agreement), We will be under no obligation to make such design or feature changes.

ROOT CAUSE ANALYSIS

EdgeIQ will at Your request, provide a written Root Cause Analysis of Critical and Major Incidents. The written assessment will be included in the associated Trouble Ticket that is available via Your Services Exchange portal. The Root Cause Analysis will be completed within ten (10) business days of the Incident closure.

CHANGE MANAGEMENT - MAINTENANCE

EdgeIQ will notify You by email no less than five (5) business days before a standard Scheduled Maintenance event. EdgeIQ will notify You via email immediately prior to and after the Scheduled Maintenance is performed, or if the Scheduled Maintenance is postponed or cancelled.

Scheduled Maintenance will not exceed 240 minutes of Down Time per month for the Services. We will notify You of Scheduled Down Time and it will occur during the Scheduled Maintenance window. Scheduled Down Time will not count against Availability until the 240-minute level has been exceeded.

EdgeIQ will strive to minimize outages that may be caused by a change to the Services, however, in the event that an outage is required, EdgeIQ will use reasonable efforts to minimize the impact of the change and schedule the outage based upon the Customer’s and EdgeIQ’s requirements. If an outage is required, such outage will be considered Down Time.

EdgeIQ intends to work with the Customer on all change management issues in order to ensure that the Services are not affected beyond the levels set forth in this SLA. EdgeIQ reserves the right, however, to proceed with any change to the Services if We determine that the change will not cause harm to Your specific Purchased Services and/or is otherwise necessary.

Customer is required to provide prior notification to EdgeIQ of any changes to its configurations that interface with the Services. If necessary, EdgeIQ will provide a representative to work remotely with the Customer to provide reasonable assistance to address any issues that arise during the Customer’s configuration changes. We reserve the right to charge You for Our assistance of these configuration changes at Our then current standard hourly rate for professional services.

CONTACTS AND HOURS OF OPERATION

The following contact information may be updated and republished anytime by either party upon written notice to the other. Changes will not be maintained within this SLA document.