This Service Level Agreement (“SLA”) is incorporated by reference into the applicable service order, governed by Veritas’s Terms of Service located at http://veritaslabs.ai/terms (the “Service Order,” and together with these Terms, this “Agreement”) entered by and between Veritas Labs, Inc., a Delaware corporation (“Veritas”), and the customer identified in the applicable Order Form (“Customer”). This SLA governs Customer’s use of the Services during the term of the Agreement, and unless otherwise provided herein, is subject to the provisions of the Agreement. Unless otherwise expressly defined below, the capitalized terms used herein have the meaning assigned to them in the Agreement. If a capitalized term is not defined or has a meaning ascribed to it in the context in which it is used, the capitalized term will have the industry standard meaning.

1. AVAILABILITY SERVICE LEVEL
During the term of the Agreement, Veritas shall ensure 99.5% System Availability over any calendar month.  Should Veritas fail to achieve 99.5% System Availability over a calendar month, Customer shall have the right to receive, as an exclusive remedy, the applicable Service Level Credit set forth in the table below. In addition, should Veritas fail to achieve 99.5% System Availability three (3) consecutive calendar months in a twelve (12) month period, Customer shall have the right to terminate the Agreement and Veritas shall refund to Customer any prepaid amounts for the portion of the Services not yet provided.
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2. DEFINITIONS
“Available” means the time periods that the Services is accessible by Customer and Authorized Users.
“Emergency Maintenance” means maintenance may be required to address material security-related issues or technical problems that would impact the availability of the Services and resolution of which cannot wait until the next Scheduled Maintenance or cannot be remedied in the course of Scheduled Maintenance. Veritas shall use commercially reasonable efforts to notify Customer in advance of any Emergency Maintenance, and shall promptly notify Customer of the Emergency Maintenance and actions being taken in the course thereof once Veritas becomes aware of an occasion requiring Emergency Maintenance.
“Scheduled Maintenance” means maintenance performed by or on behalf of Veritas for which Veritas provides notice to Customer of such maintenance no less than 72 hours prior to the occurrence of maintenance that will involve both parties.  “Scheduled Maintenance” shall not include instances of Emergency Maintenance unless otherwise agreed by the parties in writing.
“Scheduled Uptime Minutes” means the difference between (a) the total aggregate minutes in the applicable month and (b) minutes in that month in which the Services is not Available to Customer due to Scheduled Maintenance.
“System Availability” means the percentage of total time during which the Services is Available to Customer.
“Unscheduled Outage Minutes” means all those minutes in which the Veritas is not Available to Customer, excluding (a) minutes arising from Scheduled Maintenance and (b) minutes arising from any of the reasons specified in Section 3(c) below.  Unscheduled Outage Minutes shall be counted from the time that Customer notifies Veritas of an outage to the time that a representative of Veritas notifies Customer that the outage is resolved.

3. SERVICE LEVEL CREDITS
a. Service Levels. Veritas shall undertake reasonable efforts to make the monthly Service Availability to Customer equal to or greater than 99.9% (measured in minutes) per month or Customer shall be eligible for a credit for the calendar month’s portion of the fees for the Services in the amounts set forth below, prorated accordingly in the event of an annual or quarterly Service-fees.  
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Availability will be expressed as a percentage calculated in accordance with the following formula:
Availability % = (Scheduled Uptime Minutes – Unscheduled Outage Minutes)
Scheduled Uptime Minutes
b. Service Level Credits.  In the event that Veritas fails to meet the Availability objectives set forth above, it shall issue to Customer the following Service Level Credits:

c. Exceptions. Notwithstanding anything herein to the contrary, minutes in which the Services is not Available due to any of the following reasons shall not be considered Unscheduled Outage Minutes or a failure to meet the System Availability commitment for the purposes of the calculation of System Availability:

(i) Failure of hardware, software or other equipment provided by Customer and used in connection with the Services;

(ii) Customer’s or its Authorized Users’ inability to access its internet service provider via Customer’s internal network gateway, or Customer’s internet service provider’s inability to access the Service due to technical difficulties of Customer’s internet service provider;

(iii) Scheduled Maintenance and Upgrades;

(iv) Customer not providing information or approval that is necessary to bring the Services back;

(v) Mutually agreed upon unscheduled maintenance which remediates a critical priority problem;

(vi) Failures due to catastrophic outages such as AWS, or power providers or other critical third party service providers outside of services to Veritas;

(vii) A suspension of access due to the reasons described in the Agreement; and

(viii) Emergency Maintenance.