Service Level Agreement

This Service Level Agreement (“SLA”) sets forth the terms under which you the Sellers or Suppliers, as applicable (the “User”) shall be entitled to receive maintenance and support from REOS World Ltd, doing business as REOS Global (“REOS”), in connection with the Services as defined in the applicable Terms of Use / Terms of Service (the “Agreement”).

1. Definitions

• “Business Day”means Monday through Friday, excluding public holidays observed at REOS’s principal place of business.
• “Business Hours”means 09:00–18:00 (Israel time), Monday through Friday, excluding public holidays observed at REOS’s principal place of business.
• “Downtime”means any period, measured in minutes, during which the Services are wholly unavailable to User due to a failure of REOS’s infrastructure, excluding Scheduled Maintenance Windows and any periods attributable to exclusions set forth in Section 5 (Service Level Calculation) or Section 9 (Limitations on Support Services).
• “Emergency Maintenance” means unplanned maintenance required to address an imminent threat to the security, integrity, or availability of the Services.
• “Initial Response”means REOS’s first substantive communication to User acknowledging a Support Request and providing an initial assessment or triage of the reported issue.
• “Monthly Uptime Percentage”has the meaning set forth in Section 5.1.
• “Routine Maintenance” means structured, as-needed maintenance intended to prevent problems and update the Services, including without limitation operating system patches, antivirus and malware prevention updates, policy revisions, firewall updates, implementation of new features, and bug fixes.
• “Scheduled Maintenance Window” means a pre-notified period during which REOS performs Routine Maintenance in accordance with Section 3.
• “Services” means the platform services, software, and related infrastructure provided by REOS to User under the Agreement.
• “Severity Level”means the classification assigned to a Support Request in accordance with Section 7.
• “SLA Credit”has the meaning set forth in Section 6.1.
• “Support Request”means a request for technical support submitted by User to REOS through REOS’s designated support channel.
• “Total Minutes” means the total number of minutes in the applicable calendar month.

2. Uptime / Service Availability Commitment

REOS guarantees a Monthly Uptime Percentage of no less than ninety-nine percent (99%) for the Services during each calendar month (the “Uptime Commitment”).

The Uptime Commitment applies to the production environment of the Services only. Development, staging, and sandbox environments are excluded from the Uptime Commitment.

If REOS fails to meet the Uptime Commitment in any given calendar month, User’s sole and exclusive remedy shall be the SLA Credits described in Section 6.

3. Routine Maintenance

REOS shall perform Routine Maintenance as necessary to maintain the performance, security, and reliability of the Services. Routine Maintenance is intended to have minimal impact on the availability of the Services.

REOS shall provide User with not less than forty-eight (48) hours’ prior written notice of any Routine Maintenance, specifying the anticipated date, start time, and expected duration. REOS shall use reasonable efforts to schedule Routine Maintenance outside of User’s Business Hours. No advance notice shall be required for Routine Maintenance conducted on Sundays between 7:00 AM and 6:00 PM (Israel time).

Downtime occurring during a Scheduled Maintenance Window that complies with the notice requirements of this Section 3 shall be excluded from the calculation of the Monthly Uptime Percentage under Section 5. Total Scheduled Maintenance Windows shall not exceed eight (8) hours in any calendar month. Any Routine Maintenance in excess of such cap shall be included in the Downtime calculation.

4. Emergency Maintenance

REOS reserves the right to interrupt the Services without prior notice in the event Emergency Maintenance is required. An “emergency” for purposes of this Section 4 means a condition that, in REOS’s reasonable judgment, poses an imminent risk of (a) material data loss, (b) a security breach, or (c) prolonged service degradation that would affect a substantial number of users.

In the event of Emergency Maintenance, REOS shall: (a) notify User as soon as reasonably practicable after the commencement of such maintenance; (b) use commercially reasonable efforts to restore the Services as promptly as possible; and (c) provide User with a written post-incident report within five (5) Business Days following the conclusion of the Emergency Maintenance, including a root-cause analysis and, where applicable, remedial measures to prevent recurrence.

5. Service Level Calculation

The Monthly Uptime Percentage shall be calculated using the following formula:

Monthly Uptime Percentage =
  ((Total Minutes − Downtime Minutes) ÷ Total Minutes) × 100

“Downtime Minutes”means the aggregate number of minutes during which the Services were wholly unavailable due to a failure of REOS’s infrastructure, excluding the following:

• Scheduled Maintenance Windows that comply with Section 3, up to the monthly cap set forth in Section 3.
• Any period of unavailability attributable to the limitations set forth in Section 9 (Limitations on Support Services).
• Any period during which User’s use of the Services exceeded prescribed capacity quotas or usage limits.

Partial degradation of the Services (i.e., reduced performance that does not constitute a total outage) shall not be counted as Downtime for purposes of this Section 5 but may give rise to a Support Request under Section 7.

6. SLA Credits

If REOS fails to meet the Uptime Commitment in any calendar month, User shall be entitled to a service credit (“SLA Credit”) calculated as a percentage of the monthly fees actually paid or payable by User for the affected Services during that calendar month, in accordance with the following table:

To receive an SLA Credit, User must submit a written request to REOS within thirty (30) days after the end of the calendar month in which the Uptime Commitment was not met. The request must include reasonable evidence of the Downtime experienced.

SLA Credits shall be applied as a credit against User’s next invoice. SLA Credits are not redeemable for cash and may not be transferred or applied to any other account or agreement. The aggregate SLA Credits issued to User in any single calendar month shall not exceed fifty percent (50%) of the monthly fees for the affected Services in that month. SLA Credits constitute User’s sole and exclusive remedy, and REOS’s sole and exclusive liability, for any failure to meet the Uptime Commitment.

7. Support Resolution Times

Severity Classification.Each Support Request shall be assigned a Severity Level by REOS upon receipt, based on the criteria set forth in this Section 7. User may request a particular Severity Level classification when submitting a Support Request; however, the final classification shall be determined by REOS in its reasonable discretion.

Severity 1 — Critical

A Support Request shall be classified as Severity 1 if: (a) User cannot use the Services at all; (b) there is a complete failure of the Services in which no available procedure resolves the problem; (c) the Services must be restarted or reset multiple times per day in a manner that eliminates core functionality; or (d) the functionality of the Services is completely impaired. A problem that can be circumvented or avoided through a reasonable workaround shall not be classified as Severity 1.

Severity 2 — High / Major

A Support Request shall be classified as Severity 2 if: (a) a single significant service, microservice, or feature is not functioning; (b) system administration or major maintenance functions are severely impaired; (c) there is intermittent severe failure of the Services; or (d) there is a material non-compliance of the Services with its published specifications.

Severity 3 — Moderate / Low / Minor

A Support Request shall be classified as Severity 3 if the issue does not meet the criteria for Severity 1 or Severity 2, including issues that do not prevent User from accessing a significant feature of the Services.

Escalation.If REOS fails to meet the target resolution time for any Severity Level, the Support Request shall be automatically escalated to REOS’s next level of management. REOS shall notify User of such escalation promptly.

8. Remedy and Procedure

Reporting.User shall report all issues through REOS’s designated support channel. Each Support Request must include: (a) a description of the issue; (b) the impact on User’s use of the Services; (c) steps to reproduce the issue (if known); and (d) any relevant log files, screenshots, or error messages.

Acknowledgment. Upon receipt of a Support Request, REOS shall acknowledge the request and assign a Severity Level within the applicable Initial Response Time.

Investigation, Workaround & Permanent Fix. REOS shall investigate the reported issue and, where possible, provide a temporary workaround. REOS shall use commercially reasonable efforts to deliver a permanent fix within the target resolution time for the applicable Severity Level. A fix shall not be deemed complete until REOS has confirmed resolution and User has had a reasonable opportunity to verify the same.

Available Remedies.For failure to meet the Uptime Commitment: SLA Credits as set forth in Section 6, constituting User’s sole and exclusive remedy. For failure to meet Support Resolution Times: escalation per Section 7, and if REOS fails to resolve a Severity 1 issue within forty-eight (48) hours, User may escalate to REOS’s executive management for prioritized resolution.

Cooperation. User shall provide REOS with reasonable access, information, and cooperation necessary for REOS to investigate, diagnose, and resolve reported issues.

9. Limitations on Support Services

The support commitments and service levels set forth in this SLA shall not apply to any performance or availability issues:

• Due to factors outside REOS’s reasonable control, including natural disasters, war, acts of terrorism, riots, government action, pandemic, or network failures external to the Services.
• That result from the use of services, hardware, or software not provided or approved by REOS.
• Caused by User’s continued use of the Services after REOS advised User to modify its use and User failed to do so.
• That result from unauthorized actions, or failure to act when required, by User, its employees, agents, contractors, or vendors, or by any person gaining access to the Services by means of User’s credentials or equipment.
• That result from User’s failure to adhere to required configurations, supported platforms, acceptable use policies, or REOS’s documentation.
• That result from User’s attempts to perform operations exceeding prescribed quotas or capacity limits.
• Occurring during any period in which User has failed to pay REOS’s fees when due under the Agreement, provided REOS has given User at least fifteen (15) days’ prior written notice of such non-payment and User has not cured the default within such notice period.

The burden of demonstrating that a limitation under this Section 9 applies shall rest with REOS.

10. General Provisions

Term. This SLA shall be effective as of the date set forth above and shall remain in effect for the duration of the Agreement, unless earlier terminated in accordance with the terms of the Agreement.

Amendments.REOS may update this SLA from time to time; provided that any material reduction in the service levels described herein shall require User’s prior written consent.

Conflict. In the event of any conflict between this SLA and the Agreement, the terms of the Agreement shall prevail, except with respect to the specific service level commitments, SLA Credits, and support resolution times set forth herein, which shall be governed by this SLA.

Governing Law. This SLA shall be governed by and construed in accordance with the laws specified in the Agreement.

This Service Level Agreement reflects the lawyer-approved text (SLA - REOS.docx). Hebrew translation will be supplied separately by counsel.