Service Level Agreement

This Service Level Agreement ("SLA") is incorporated by reference into the Master Subscription Agreement (the "Agreement") between Social4Commerce Inc. ("Company," "we," "us," or "our") and the Customer identified in the applicable Order Form or subscription ("Customer," "You," or "Your"). This SLA applies to the Sell & Tell platform, including the SELL AI agent, the TELL intelligence dashboard, the embeddable Widget, and all associated hosted services (collectively, the "Covered Services"). Capitalized terms not defined in this SLA have the meanings assigned to them in the Agreement.

This SLA applies to Customers on a paid Subscription Plan (Starter, Growth, or Scale). The Free Plan does not include SLA commitments or Service Credits.

1. Definitions

"Downtime" means any period during which the Covered Services are materially unavailable or materially non-functional, as measured by the Company's monitoring systems. A period of Downtime begins when the Company detects or confirms the unavailability and ends when the Covered Services are restored and materially functional.

"Excluded Downtime" means any period of unavailability that results from one or more of the Exclusions described in Section 5.

"Monthly Uptime Percentage" means the total number of minutes in a calendar month minus the total number of minutes of Downtime (excluding any Excluded Downtime) in that calendar month, divided by the total number of minutes in that calendar month, expressed as a percentage.

"Scheduled Maintenance" means planned maintenance windows during which the Company performs updates, upgrades, patches, or other maintenance activities on the Covered Services. Scheduled Maintenance windows are communicated in advance as described in Section 4.

"Service Credit" means a credit against future Subscription Fees, calculated as described in Section 3.

2. Service Level Commitment

2.1 Uptime Commitment

The Company commits to maintaining a Monthly Uptime Percentage of at least 99.9% for the Covered Services during each calendar month (the "Uptime Commitment"). This means that total Downtime (excluding Excluded Downtime) will not exceed approximately 43.8 minutes per calendar month.

2.2 Component-Level Commitments

The Uptime Commitment applies to the following components of the Covered Services:

The Monthly Uptime Percentage is calculated based on the availability of all components. If any single component experiences Downtime, the Covered Services are considered to be in Downtime for the purpose of calculating the Monthly Uptime Percentage.

2.3 Measurement

The Company measures availability using a combination of external synthetic monitoring (from multiple geographic regions), internal health checks, and real-time alerting systems. Availability is measured at five-minute intervals, and a five-minute interval is considered unavailable if more than five percent of requests to the applicable component fail or time out during that interval. The Company's monitoring data is the authoritative source for calculating the Monthly Uptime Percentage.

3. Service Credits

3.1 Service Credit Schedule

If the Company fails to meet the Uptime Commitment in any calendar month, Customer is eligible to receive Service Credits in accordance with the following schedule:

For Customers on annual Subscription Plans, the "Monthly Fee" for purposes of calculating Service Credits equals one-twelfth (1/12) of the annual Subscription Fee.

3.2 Service Credit Cap

The total Service Credits issued to Customer in any calendar month shall not exceed one hundred percent (100%) of the monthly Subscription Fee for that month. Service Credits are not refundable for cash and may only be applied against future Subscription Fees. Service Credits cannot be transferred to other accounts or customers.

3.3 How to Request Service Credits

To receive Service Credits, Customer must submit a written request (by email to support@sellandtell.ai or through the platform's support portal) within thirty (30) days after the end of the calendar month in which the Downtime occurred. The request must include:

Customer's account identifier and contact information;
The dates and times of the claimed Downtime incidents;
A description of the impact experienced; and
Any supporting evidence, such as error messages, screenshots, or logs.

The Company will review the request and respond within fifteen (15) business days. If the Company confirms that the Uptime Commitment was not met in the applicable month, the Company will apply the corresponding Service Credit to Customer's account within the next billing cycle. If Customer does not submit a Service Credit request within the thirty (30) day period, Customer forfeits the right to receive Service Credits for that month.

3.4 Service Credits as Sole Remedy

Service Credits constitute Customer's sole and exclusive remedy, and the Company's sole and exclusive liability, for any failure to meet the Uptime Commitment. The availability of Service Credits does not limit or modify Customer's termination rights under the Agreement.

4. Scheduled Maintenance

4.1 Maintenance Windows

The Company performs Scheduled Maintenance during the following preferred maintenance windows to minimize disruption to Customer operations:

Primary Window: Sundays, 2:00 AM to 6:00 AM Eastern Time (ET)
Secondary Window: Wednesdays, 2:00 AM to 4:00 AM Eastern Time (ET)

Scheduled Maintenance performed during these windows is excluded from Downtime calculations.

4.2 Advance Notice

The Company will provide the following advance notice for Scheduled Maintenance:

4.3 Maintenance Outside Preferred Windows

If the Company must perform Scheduled Maintenance outside the preferred maintenance windows described in Section 4.1, it will provide at least seventy-two (72) hours' advance notice, except for emergency security patches, which may be performed at any time with best-effort advance notice. Scheduled Maintenance performed outside the preferred windows with the required advance notice is still excluded from Downtime calculations.

4.4 Zero-Downtime Maintenance

The Company employs rolling deployment and blue-green infrastructure strategies to minimize the impact of Scheduled Maintenance. The Company's goal is to perform the majority of routine maintenance with zero visible disruption to the Covered Services. When zero-downtime maintenance is not feasible, the Company will use the preferred maintenance windows and provide advance notice as described above.

5. Exclusions

The following events and conditions are excluded from the calculation of Downtime and do not count against the Uptime Commitment ("Exclusions"):

Scheduled Maintenance: Any Downtime resulting from Scheduled Maintenance performed in accordance with Section 4, including both routine and emergency maintenance.
Force Majeure: Any Downtime resulting from events beyond the Company's reasonable control, including natural disasters, acts of war or terrorism, pandemics, government actions, widespread internet outages, and failures of third-party infrastructure providers (such as Amazon Web Services, Google Cloud Platform, or Microsoft Azure) that are not caused by the Company's negligence.
Customer Causes: Any Downtime resulting from: (a) Customer's equipment, software, network connections, or other infrastructure; (b) actions or inactions by Customer or its Authorized Users, including misconfiguration of the Widget or API integrations; (c) Customer's failure to comply with the Agreement, Documentation, or any reasonable instructions from the Company; or (d) Customer's use of the Services in a manner that exceeds the applicable Subscription Plan limits.
Third-Party Dependencies: Any Downtime resulting from failures, outages, or degraded performance of third-party services, platforms, or integrations that are not under the Company's control, including Shopify platform outages, third-party payment processor outages, Customer's hosting provider outages, and third-party AI model provider outages, except to the extent that such failures are caused by the Company's failure to implement reasonable redundancy measures.
Alpha, Beta, and Preview Features: Any Downtime or degraded performance of features designated as alpha, beta, preview, experimental, or early access. These features are provided on an "as-is" basis without any service level commitments.
Free Plan Usage: Any Downtime experienced by Customers on the Free Plan. SLA commitments apply only to paid Subscription Plans.
API Abuse or Excessive Load: Any Downtime or throttling resulting from Customer's use of the Platform API at rates exceeding the published rate limits or from any use that constitutes a violation of the Acceptable Use Policy.
DNS and Domain Issues: Any unavailability caused by DNS propagation delays, domain registration issues, or Customer's DNS configuration.

6. Incident Management and Communication

6.1 Status Page

The Company maintains a public status page at status.sellandtell.ai that provides real-time information about the availability and performance of the Covered Services. The status page displays current system status, active incidents, historical uptime data, and Scheduled Maintenance notices. Customer is encouraged to subscribe to status page notifications via email, SMS, or RSS to receive timely updates.

6.2 Incident Classification

The Company classifies incidents according to the following severity levels:

6.3 Incident Response

Upon detection or confirmation of an incident, the Company will: (a) classify the incident according to the severity levels above; (b) assign an incident commander and response team; (c) post an initial notification on the status page within the applicable response time; (d) provide regular updates at the frequency specified above until the incident is resolved; and (e) provide a final resolution notice on the status page.

6.4 Post-Incident Reports

For Critical (P1) and High (P2) incidents, the Company will publish a post-incident report ("PIR") within five (5) business days after the incident is resolved. The PIR will include: (a) a timeline of the incident; (b) the root cause or contributing factors; (c) the impact on Customers and Shoppers; (d) the resolution steps taken; and (e) preventative measures to reduce the likelihood of recurrence. PIRs will be posted on the status page and made available to affected Customers upon request.

7. Support

7.1 Support Channels

The Company provides technical support through the following channels:

Response targets represent the time from receipt of a support request to the Company's initial substantive acknowledgment. Resolution times vary based on complexity and severity.

7.2 Customer Obligations for Support

To facilitate efficient support, Customer agrees to: (a) designate a primary technical contact who is authorized to submit support requests; (b) provide reasonable details about the issue, including steps to reproduce, error messages, and the impact on Customer's operations; (c) implement recommended fixes, workarounds, or updates in a timely manner; and (d) cooperate with the Company's support team in diagnosing and resolving issues.

8. Data Durability and Backup

8.1 Data Durability

The Company stores Customer Data and Shopper Interaction Data using cloud infrastructure providers that provide a minimum storage durability of 99.999999999% (11 nines). All Customer Data is stored with redundancy across multiple availability zones within the same geographic region.

8.2 Backup Procedures

The Company performs the following backup procedures for Customer Data:

Continuous Replication: Real-time replication of transactional data across multiple database replicas.
Daily Snapshots: Full database snapshots taken daily and retained for thirty (30) days.
Point-in-Time Recovery: Transaction log backups enabling point-in-time recovery to any point within the preceding seven (7) days.
Geographic Redundancy: Backup copies stored in a separate geographic region from the primary data store for disaster recovery purposes.

8.3 Recovery Time Objectives

In the event of a disaster or catastrophic failure, the Company targets the following recovery objectives:

Recovery Time Objective (RTO): Four (4) hours from the declaration of a disaster to the restoration of Covered Services.
Recovery Point Objective (RPO): One (1) hour, meaning no more than one hour of data may be lost in a disaster scenario.

These recovery objectives are targets, not guarantees. The Company will use commercially reasonable efforts to meet these objectives but cannot guarantee exact recovery times in all disaster scenarios.

9. Modifications to This SLA

The Company reserves the right to modify this SLA at any time. The Company will provide at least thirty (30) days' advance written notice of any material changes that would reduce the Uptime Commitment or Service Credit levels. Changes that are solely beneficial to Customer (such as increased Uptime Commitments or more generous Service Credits) may take effect immediately. The then-current version of this SLA is always available at sellandtell.ai/legal/sla.

If the Company makes a material adverse change to this SLA and Customer objects to the change, Customer may terminate the Agreement within sixty (60) days of receiving notice of the change, and the Company will provide a pro-rata refund of any prepaid Subscription Fees covering the period after the effective date of termination.

10. Relationship to the Agreement

This SLA forms part of the Agreement between the Company and Customer. In the event of any conflict between this SLA and the Agreement, the terms of this SLA shall control with respect to the subject matter of this SLA. All other terms of the Agreement remain in full force and effect. The limitations of liability set forth in the Agreement apply to this SLA, provided that Service Credits are not subject to the limitation of liability and are always available as described in Section 3.