Terra Maintenance and Support Services Level Agreement

This Maintenance and Support Service Level Agreement (“SLA”)sets forth the terms under which Terra Security Inc. (“Terra”) offers support and maintenance services described herein toits customer (“Customer”), in connection with the use of the Terra Services and services under the applicableOrder Form executed by the parties (the “Services”)as further detailed in the services agreement or terms and conditions to which this SLA is attached (the “Agreement”).

All capitalized terms not otherwise defined below, shall have the meaning ascribed to them in the Agreement.

1.        DEFINITIONS:

1.1      “Availability” means the time during which the Services is not experiencing Downtime.

1.2      “Downtime” means time during which theServices is not available for use and not due to Scheduled Maintenance.

1.3      “Incident” shall mean any event of Downtime or any other malfunction of the Services preventing it from complying with the Services specifications to the extent such were agreed upon in the Agreement, and which is reported toTerra in accordance herewith.

1.4      “Scheduled Maintenance” shall mean times during which Terra will perform routine systems maintenance, provided, it has notified Customer at least 3 business days in advance of such routine maintenance including through posting an advance notice through the platform or via email.

1.5      “Unexpected Events” shall mean: (i)circumstances beyond Terra’s reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labor disturbance, unavailability of or interruption or delay in telecommunications or third party services (including third party business applications), virus attacks or hackers, and failure of third party software used by Terra; and/or (ii) circumstances resulting fromCustomer's or its users’ wrongful acts or omissions (or wrongful acts or omissions of others engaged or authorized by Customer).

1.6      “Working Hours” Means

Sunday: from 2am EST to 1pm EST

Monday-Thu: From 2am EST to 8pm EST

Fri: from 11am EST to 8pm EST

Excluding national holidays in the USA and in Israel.

2.        SUPPORT SERVICESMISSION

Terra’s mission is to provide our customers with services that will allow them to quickly identify and remedy any issues with their access or use of the Terra Services.

Supported Customers may receive assistance in accordance here with, in the following areas of service:

●      Product Usage:

-       Assistance with day-to-day administration and implementation of Terra’s Services.

●      Incident Diagnosis:

-       Analysis of Terra Services errors and problems, identification and isolation of root causes and tracking the status of existing Incidents.

●      Services Issues:

-       Remediation and workarounds forIncidents with respect to the Services.

3.          COMMUNICATIONPROCEDURE

Terra’s obligations under this SLA, are dependent onCustomer’s compliance with the Agreement. The Customer is obliged to notifyTerra of any Severity Level 1 and Severity Level 2 Incidents immediately afterit becomes aware thereof, by email or Slack.

4.        TERRA’S HELP DESK

4.1      Terra’s Customer support help desk (the "Help Desk")shall be available to Customer only during Working Hours. All Customer calls may be logged and recorded in Terra’s customer management system. Logging and recording allows Terra to track, and resolve Customer specific issues.

The Help Desk services are:

4.1.1               Receive reports on Incidents

4.1.2               Receive and respond to general queries

4.1.3               Provide progress updates on an Incident analysis and resolution

4.1.4               Coordination of emergency support  

4.1.5               Assistance and advice with respect to operation of theServices

Help Desk contact details: gal@terra.security

4.2      A Customer AuthorizedUser, (as such term is defined in the Agreement) that refers a problem to theHelp Desk, will be given a ticket number. Terra shall then classify theIncident’s severity in accordance with the severity matrix as detailed below.After classification, Terra shall provide support services with respect to theIncident in accordance with such classification.  

4.3      If remote access is requested by Terra for support purposes, and access is denied or delayed, or otherwise not made available to Terra, the response times and fixing periods for any Incidents as mandated by the SLA will be prolonged to reflect the time required to obtain such access.

For certain Incidents, Terra may require that the Customer furnish sufficient information available to Customer, as required to assist with solving the issue. Response times and time intervals for any such resolution will be prolonged to adjust for any Customer delay in the provision of such information to Terra.

5.        AVAILABILITY

Excluding Unexpected Events, the Services Availability will be at least 99.5% (ninety-nine and a half percent) of the time as measured on a monthly basis. Availability will be measured by Terra using an industry standard monitoring tool.

If Terra fails to meet the foregoing Availability commitment, Terra will provideCustomer the following credits (“SLACredits”):

SLA Credits are not refundable and shall not be exchanged for cash or any other form of payment. SLA Credits will be applied exclusively toward the purchase of future Services under the Agreement. Such credits must be used within 12 months from the date of issuance, and any unused credits will expire thereafter.

6.        OUT OF SCOPE OF SUPPORT SERVICES(NOT UNDER SLA):

6.1      The availability obligations and support services for Incidents hereunder shall not apply to any event that: (i) is caused by factors beyond Terra’s reasonable control (such as broad service outage); (ii) resulted from Customer’s software or hardware, as well as any events caused by the Customer’s (or its users) own management or misuse of the Services; (iii) resulted from abuse or misuse of the Customer (or on behalf of the Customer) in violation of the Agreement or Terra’s reasonable instructions, or other behaviors of unrelated third parties; (iv) resulted from downtime or malfunction of third-party service providers; or (v) otherwise is explicitly excluded under this SLA. The terms herein apply solely to theServices.

7.        SEVERITYLEVELS AND RESPONSE TIMES

7.1      Incident SeverityClassification Definition:

8.        Compliance; Sole Remedy

8.1      Terra’s compliance with the terms and conditions of this SLA, including its requirement to provide services and support hereunder, is fully conditional upon the Customer's full compliance with each of the obligations and responsibilities described herein or/and as contained within the Agreement, including but not limited to its payment obligations.

8.2      TheCustomer hereby acknowledges and agrees that its sole and exclusive remedy for any failure by Terra to meet the Service Levels set forth in this SLA shall be the issuance of SLA Credits as described herein, and Terra’s use of commercially reasonable efforts to resolve the issue causing the Services disruption. No other remedies, whether at law, in equity, or otherwise, shall be available to the Customer in connection with such failures.

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