Service Level Agreement (”SLA”)

Last updated: January 1, 2022

The Service-Level Agreement (”SLA”) represents the mutual understanding and agreement between you, the Client, and us, the Company, regarding matters of uptime and Client support provided by us to you for any Services provided by the Company in connection with the Agreement. “Services” means the services provided by us exclusively in the form of a i) Digital Channel, ii) White-Label Application, and iii) the FanHero Platform. Other services or products of the Company not included in Services shall not be covered or subject to this SLA. This SLA applies separately to each account using our Services. In the event of a conflict between the terms of this SLA and the terms of the Agreement, or any other agreement with us governing your use of our Services, the terms and conditions of this SLA shall apply, but only to the extent of such conflict.

Scheduled Downtime

Client acknowledges, understands, and agrees that Company will be required to perform periodic work on the Services, including software maintenance and upgrades, the hosting environment, and the infrastructure, for the purpose of performing system upgrades and maintenance, backup procedures, general maintenance, and related activities (all such activities being the “Scheduled Downtime”). Company will (i) provide advance notice to the Client via Company’s preferred method of communication prior to Scheduled Downtime, and (ii) use commercially reasonable best efforts to limit Scheduled Downtime. In addition to Scheduled Downtime, there are events from time to time that render the Services inaccessible for an amount of time due to unforeseen issues involving software, hardware, the network, power outages or instability, internet connection outages or instability, or malicious activities (“Unplanned Events”).

Unscheduled Downtime

“Unscheduled Downtime” is defined as any period of time during which Unplanned Events experienced by the Company prevent either (i) transmission of Services, or (ii) the processing of transactions through the Services. Company will make every effort to minimize Unscheduled Downtime and to keep Unscheduled Downtime below 1% (one percent) of the total time of any given month, calculated on a monthly basis. Company endeavors to contract with and use third-party service providers for the purposes of maintaining its commitments under this SLA. Notwithstanding anything to the contrary, this SLA shall be applied only to Company’s technology and software and does not cover third-party vendors or infrastructure including, but not limited to, external providers, hosting providers, CDNs, servers, networks providers, power companies, payment providers, internet outages, power grids and distribution, third-party vendors, or the Distribution Network. Furthermore, Company shall not be responsible for, or subject to any penalties under, this SLA, in the event that Unscheduled Downtime is a result of malicious activities. Malicious activities include, but are not limited to, penetration attempts, DDoS, hacking activities, viruses, worms, malware and other activities generally characterized as malicious activities according to industry standards. In addition, for any period of time during which the Services are unavailable, down or suspended as a result of Client’s instructions, actions or any area of its responsibility, such period of time will not be included in Unscheduled Downtime.

Penalties for Unscheduled Downtime

In the event that cumulative Unscheduled Downtime during any calendar month exceeds one percent (1%) of the total time in such month, Company agrees to provide a credit to Client’s bill, in the form of a percentage (as determined in the Uptime Guarantee Table below) of the greater of a) the Gross Margin, or b) the Platform Monthly Fee for the month in which the Unscheduled Downtime incident took place (”Outage Credit”). The Parties understand, acknowledge, and agree that under no circumstance shall any Outage Credit exceed the Gross Margin or the Monthly Platform Fee within the given month in which such Unscheduled Downtime occurred. The table below represents the Company’s agreement, in terms of percentage, to be applied as a credit towards the Client’s bill. Company and Client understand that the responsibility of requesting such Outage Credit shall be the sole responsibility of Client. “Uptime” is defined as the amount of total time in a given calendar month less the cumulative Unscheduled Downtime during such month.

Uptime Guarantee Table

99% or more Uptime – No credit

98% – 99% Uptime – Credit of 10% of the Gross Margin or the Platform Monthly Fee

97% – 98% Uptime – Credit of 20% of the Gross Margin or the Platform Monthly Fee

96% – 97% Uptime – Credit of 30% of the Gross Margin or the Platform Monthly Fee

95% – 96% Uptime – Credit of 40% of the Gross Margin or the Platform Monthly Fee

94% – 95% Uptime – Credit of 50% of the Gross Margin or the Platform Monthly Fee

93% – 94% Uptime – Credit of 60% of the Gross Margin or the Platform Monthly Fee

92% – 93% Uptime – Credit of 70% of the Gross Margin or the Platform Monthly Fee

91% – 92% Uptime – Credit of 80% of the Gross Margin or the Platform Monthly Fee

0% – 91% Uptime – Credit of 100% of the Gross Margin or the Platform Monthly Fee

In all cases above, the percentage of Uptime for a given month shall be equal to Uptime divided by total time in such month.

Response Time

Company agrees to provide response time through Company’s preferred communication channels in accordance with the list below.

Downtime (Services are inaccessible) – 1 Hour Response Time

Urgent (Services are operational but critical components are failing) – 4 Hour Response Time

Regular – 24 Hour Response Time

Enterprise Support

In the event you have purchased Enterprise Support, Company will be available via Slack, or through Company’s preferred communication channel, to provide an expedited response during Company’s Business Hours.

Dedicated Support

For non-Enterprise Clients, Company’s Support Team will be available during pre-scheduled and mutually approved windows of time for a rate of $200/hour, subject to a minimum fee of $25. The Company reserves the right to waive such support fees in full or in part from time to time for any reason or no reason.