ANNEX 1

V7 Service Level Agreement (SLA)

Last modified April 10, 2024
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Previous versions:
August 21, 2022
October 13, 2022
October 12, 2022‍

1. DEFINITIONS
   1. “Availability Percentage” means the figure calculated by subtracting from one hundred percent (100%) the percentage of minutes during the calendar month in which the Platform is Unavailable.
   2. “Customer Cause” means any of the following causes of a Fault:some text
      1. improper use, misuse, or unauthorized alteration of the Platform by Customer;
      2. use of, or access to, the Platform by Customer in a manner inconsistent with the Documentation;
      3. use of the Platform in combination with other products, hardware, equipment, software, or data not expressly authorized by V7 to be used with the Platform;
      4. failure of Customer to: (i) maintain internet connectivity to the extent necessary to prevent network performance degradation; or (ii) maintain an internet connection with adequate bandwidth to access and use the Platform; or
      5. Force Majeure Event.
   3. “Fault” means any failure of the Platform to operate in all material respects in accordance with the Documentation, but excluding any failure or error arising as a result of a Customer Cause.
   4. “Help Desk Support” means the technical support and assistance relating to the Platform provided by V7’s help desk technicians.
   5. “Response Time” means the period commencing from V7’s receipt from Customer of the information required for V7’s help desk technicians to open a trouble ticket in V7’s systems.
   6. “Scheduled Maintenance” means regular maintenance completed by V7 to ensure the security and smooth operation of the Platform.
   7. “Solution” means either the correction of a Fault, or a workaround in relation to a Fault.
   8. “Support Hours” means 09:00-17:00 Monday-Friday GMT.
   9. “Support Request” has the meaning given in Section 2.2.1 of this Service Level Agreement.
   10. “Support Services” means maintenance of the then-current version or release of the Platform, which excludes any services not expressly outlined in this Service Level Agreement.
   11. “Unavailable” means when all Authorized Users of Customer with active and enabled accounts do not have any access to the Platform due to a lack of external connectivity caused by a Fault not resulting from a Customer Cause, excluding any Scheduled Maintenance. “Unavailability” shall be construed accordingly.
2. SUPPORT SERVICES
   1. During the Term, V7 shall perform the Support Services during the Support Hours in accordance with the terms of this Service Level Agreement.
   2. As part of the Support Services, V7 shall (a) provide the Help Desk Support by emailing support@v7labs.com or using the live chat feature in the Platform at which help desk technicians may be contacted during Support Hours (a “Support Request”); (b) use commercially reasonable efforts to provide Solutions for all Faults notified under Section 4.2.1 of this Service Level Agreement; (c) and provide technical support for the Platform in accordance with the terms of this Service Level Agreement.
   3. V7 shall give Customer regular updates of the nature and status of its efforts to provide a Solution for a Fault notified under Section 4.2.1 of this Service Level Agreement.
   4. V7 shall be relieved of its responsibilities and obligations outlined in this Service Level Agreement f any applicable Fault is due to a Customer Cause.
3. SUBMITTING SUPPORT REQUESTS
   1. Customer may request Support Services by way of a Support Request. Each Support Request shall include a description of the Fault and the start time of such Fault.
   2. Customer shall provide V7 with (a) prompt notice of any Faults by submitting a Support Request; and (b) such output and other data, documents, information, assistance and remote access to Customer’s systems as V7 reasonably considers necessary to assist V7 to reproduce operating conditions similar to those present when Customer detected the relevant Fault and to respond to the relevant Support Request.
4. SERVICE LEVELS
   1. V7 shall (a) prioritize Support Requests based on its assessment of the severity level of the Fault reported; and (b) use commercially reasonable efforts to respond to Support Requests in accordance with the Response Times specified in the table set out below.
   2. On a case-by-case basis, the Parties may agree in writing to a reasonable extension of the First Response Time.‍

      Priority	Description	First Response Time
      1 - Critical - Fully Blocking	Full system outage preventing any functional use of the Platform.	2 hours
      2 - High - Major Feature Blocking	A mission-critical component of the Platform is inaccessible or non-functional, such as the dataset management, workview, model library or workflows functions.	8 hours
      3 - Medium - Minor Feature Blocking	A non-mission critical component of the Platform is inaccessible or non-functional, such as a workflow stage type, annotation, filter or dashboard component.	8 hours
      4 - Low - Bugs and non-blocking issues	A component of the Platform is bugged, not working as advertised and has temporarily reduced performance that materially impacts the operation of the Platform.	3 Business Days

5. AVAILABILITY AND MAINTENANCE
   1. V7 shall use commercially reasonable efforts to achieve an Availability Percentage of 99.9%, excluding any unavailability resulting from a Customer Cause and/or unavailability of Foundation Models within the Platform as a result of unavailability due to the third party that owns, operates, and/or makes available the Foundation Models.
   2. Customer acknowledges and agrees that V7 may suspend access to the Platform in order to carry out Scheduled Maintenance. V7 will use commercially reasonable efforts to ensure that any such Scheduled Maintenance: (a) occurs outside of business hours; and (b) does not amount to more than twelve (12) hours in any calendar month.

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Next up: ANNEX 2 Data Processing Addendum (DPA)