Cherre's Service Level Agreement

Last Updated: July 6, 2022

1. Scope of SLA
   1. This Service Level Agreement (“SLA”) applies to you (“you,” “your” or the “Licensee”) and governs the provision of our Services as described in your executed Order Form or License Agreement (collectively, the “Agreement”), if specifically stated therein.
   2. This SLA does not apply: (i) if the Agreement does not specifically reference the Standard SLA; or (ii) to CoreConnect Start Up and Growth subscriptions.
   3. Licensor guarantees the: (i) Services Levels, and (ii) Connection Data Delivery Levels.
2. SERVICE LEVELS
   1. Service Uptime
      The Uptime Service Levels for the Services are as follows:

      Service	Description	Uptime Service Levels	The Time Period of the Day for which Service Levels Applies
      CoreConnect - API	Monthly Uptime for Licensor’s GraphQL API for programmatically accessing connected data	99.5%	24/7
      CoreExplore	Monthly Uptime of app.cherre.com	99%	6:00am to 9:00pm EST

   2. Connection Data Delivery Levels
      The Connection Data Delivery Levels for the Normal Update Interval provided by Licensor to CoreConnect subscribers are as follows:

      Normal Update Interval	Description	Data Delivery Levels	Default Allowed Update Window
      Daily	Average monthly success ratio for daily connections	98.0%	8 hours
      Weekly	Average monthly success ratio for weekly connections	98.0%	One business day
      Monthly	Average monthly success ratio for monthly connections	98.0%	Three business day

      Example: if the Normal Update Interval for a particular Configured Connection is Daily, and the Allowed Update Window is eight (8) hours, then Downtime would begin accruing eight (8) hours after the data source was successfully published and available. When combining two (2) sources, the update window starts once the last new data source required to be synced is available.
      
      There is no Standard SLA for Normal Update Intervals with frequencies greater than daily. Cherre provides such enhanced SLA for an additional fee, please reach out to csteam@cherre.com for details.
      
      
      1. For a Data Delivery Levels to be covered by this SLA, each data source must be proven capable of syncing to defined destination (i.e., CoreExplore, CoreConnect or other specified egress) by successfully syncing: (i) the initial data load, and (ii) the number of consecutive incremental loads specified below:

         Category	Minimum required successful syncs
         Daily	12
         Weekly	8
         Monthly	3

      2. The Default Allowed Update Window might be subject to change by Licensor in the following circumstances:
         1. It is not commercially viable or possible for Licensor to achieve such an Allowed Update Window; or
         2. The source or profile of the data source changes and the then-current Allowed Update Window is no longer achievable.
         In such scenarios Licensor will make commercially reasonable efforts to resolve the target levels, and may provide a different Allowed Update Window to address the specific use case.
   3. Query Performance Levels
      In order for Cherre to guarantee Query Performance Levels, Cherre must assess during a thirty-days period (the “Evaluation Period”) the Licensee’s Query Signature and evaluate its efficiency including all other aspects of its performance. Cherre, in its sole discretion, may reject the request for Query Performance Levels after the Evaluation Period if, in its sole opinion, it is not possible to provide a consistent level of performance. In the event that Cherre agrees to provide certain Query Performance Levels, an addendum to this SLA will be provided to Licensee. Additional fees may apply, please reach out to your CSM and Sales representative and cc: csteam@cherre.com for details.
3. SERVICE CREDITS
   
   1. Licensee will be eligible for Service Credits in the event that the Service experiences Downtime such that the Service Levels set forth in Section 2 of this SLA are not met in a given month.
   2. If one of the Services has Downtime, the Licensee will receive a Service Credit against the Fees (as appear on your Agreement) for such Services. Service Credits do not stack; if more than one Service fails to meet the specified Service Levels, the Licensee will receive only one Service Credit against the Fees for such Service.
   3. The Service Credit is calculated by multiplying the Service Credit Percentage listed in the table below by the Fees actually paid (calculated on a pro rata monthly basis) by Licensee for the corresponding period and Actual Monthly Uptime Percentage (as defined below).

      Service	Actual Monthly Uptime Percentage	Service Credit Percentage
      CoreConnect - API	99.0% to 99.9%	5%
      	95.0% to 99.0%	10%
      	< 95%	25%
      CoreExplore	95.0% to 99.0%	5%
      	< 95.0%	10%
      Service	Actual Data Delivery Percentage	Service Credit Percentage
      Data Delivery	95.0% to 98.0%	5%
      	< 95%	10%

      Service Credits are Licensee’s sole and exclusive remedy for performance or availability issues for any Service under the Agreement and this SLA.
4. CLAIMS
   1. Licensee must submit claims to Cherre customer support (support@cherre.com) along with all information necessary for Cherre to validate each claim, including and not limited to: (i) a detailed description of the incident and supporting materials; (ii) the number and location(s) of affected user(s) (if applicable); (iii) descriptions of Licensee’s attempts to resolve the incident; and (iv) any other information requested by Cherre to evaluate the claim.
   2. Cherre must receive: (i) notice of the incident 48 hours after the Licensee is becoming aware of the incident, and (ii) formal claim for Service Credit, no later than thirty (30) days from the date of the incident. Licensee must submit a claim for each incident.
   3. Cherre will evaluate all reasonably available information and make a good faith determination of whether a Service Credit is owed. Cherre will use commercially reasonable efforts to process claims within forty-five (45) days of receipt. Licensees must be in compliance with the Agreement to be eligible for Service Credits.
   4. Notice of the Service Credit will be provided to the Licensee within sixty (60) days after the Service Credit was requested.
   5. The aggregate maximum number of Service Credits to be issued by Cherre to Licensee for any claims, in a single month in which the incident occurred, will not exceed 50% of the pro rata amount paid by Licensee for the applicable month.
   6. Service Credits may not be redeemed for cash, and may not exceed 50% of the total pro rata monthly Fee for that Service in the month in which the incident occurred.
   7. If a Service Credit is provided to Licensee, Cherre will apply the Service Credit to Licensee’s subsequent invoices during the: (i) then-current Term or any Additional Services purchased during such Term; or (ii) the Renewal Term, if Licensee is invoiced annually. Service Credit will expire after twelve (12) months.
5. LIMITATIONS
   This SLA does not include Service unavailability due to the following:
   1. Scheduled Maintenance or Emergency Maintenance:
      1. Scheduled Maintenance may be required as a result of work requested by Licensee, or maintenance scheduled by Licensor. Licensor may perform standard maintenance, upgrades, or any other like activity that may impact the Services, as reasonably believed to be necessary to correct, maintain, and improve the Service. Licensor will use commercially reasonable efforts to: (i) schedule maintenance on Sunday between 6am to 10am EST; and (ii) provide seven (7) days’ advance notice of scheduled maintenance, which will not exceed twenty-four (24) hours in a single calendar month.
      2. Emergency Maintenance may be initiated either by Licensor or Third-Party Data providers, in order to fix critical issues or vulnerabilities that could not have been performed during a Scheduled Maintenance window.
   2. Failure by third party providers outside of Licensor’s control, including and not limited to: (i) external data sources, data connection, equipment, or software; (ii) the unavailability of Google cloud-based services; or (iii) blocking or throttling by an Internet service provider.
   3. The product or features in subject are an alpha, beta release, or other pre-production release of a component.
   4. Licensee’s breach of any of the terms of the Agreement or intentional acts, errors, or omissions.
   5. Licensee’s use of the equipment, software, API objects or assets, or the Services in a way that is not authorized or supported by Licensor, including and not limited to, combining the Services with unauthorized third party software or third-party services.
   6. Licensee’s actions which have delayed, hindered, or prevented Licensor from providing the Services (e.g., removing, changing or limiting Licensor’s access to Licensee Data), including but not limited to, undocumented API changes, API limits, or sync failures due to new or changed data that disrupts the schema mapping rules, or API requests exceeding the rates and limits provided in the Agreement.
   7. API query depth, width, and pagination that do not adhere to Licensor guidelines, as provided to Licensee, and amended by Licensor from time to time.
   8. A force majeure event (including any act of God, natural disaster, fire, riot, act of terrorism or cyber-warfare, act of government, labor strike) to the extent the unavailability could not have been reasonably mitigated by Licensor by implementation of reasonable backup and recovery plans.
6. DEFINITIONS
   1. “Allowed Update Window” means the additional time for Licensor to successfully deliver newly updated data before a Licensee starts accruing Downtime.
   2. “Available” means the Services are functioning and available in accordance with the terms and conditions of this Agreement.
   3. “Connection Data Delivery” means a data pipeline or other data delivery mechanism for Configured or Standard Connections stated in your Agreement.
   4. “Downtime” means, subject to Section 5 of this SLA:
      1. For Services, means the percentage of time in which the Services are not Available, measured on a calendar month basis.
      2. For Data Delivery Levels, means the percentage of time in excess of the Normal Update Interval plus Allowed Update Window that the connection is unavailable and not loading any data.
   5. “Fees” means Licensee recurring subscription fees as they appear in the Agreement, excluding custom development, one-time fees, pass-through charges (i.e., Third Party License etc).
   6. “Licensor” means Cherre, Inc.
   7. “Normal Update Interval” means the update intervals for Configured or Standard Connections stated in your Agreement. Normal Update Intervals are calculated once the minimum number of required consecutive successful incremental and initial loads have been met as described in Section 2.2.1 of this SLA.
   8. “Query Performance” means the end-to-end response time of a Query Signature request, typically measured in average, over a given period of time. Assessments and measurements are performed using Cherre monitoring systems.
   9. “Query Signature” means the agreed and predefined pattern, including and not limited to, the query body, variables, functions and objects being queried.
   10. “Services” means Cherre CoreConnect and Cherre CoreExplore Saas Subscriptions.
   11. “Service Credit” means the dollar credit amount that Licensor will credit against the Fees paid by Licensee and credited to its account.
   12. “Service Credit Percentage” means the percentage of the pro rata monthly Fees for the respective Service that does not meet the Service Levels described in Section 2.
   13. “Service Levels” means the target Uptime for each specified Service as set forth in Section 2.
   14. “Uptime” means that time which the Service are not experiencing Downtime measured as a percentage based (a) the total number of minutes the Core Services are experiencing Downtime divided by (b) (i) the total number of minutes in such calendar month, less (ii) any Scheduled Maintenance or Emergency Maintenance.