Service Level Agreement

Last Updated: 09 October 2024

The goal of this Service Level Agreement (“SLA”) is to describe how Notabene provides its Services and what Customers can expect in using Notabene’s Services. Notabene will review this SLA at least once annually to update it, as appropriate, in light of technical or regulatory changes. Capitalized terms that are not defined in this Exhibit have the definitions set forth in the Main Services Agreement between the Customer and Notabene (“Agreement”).

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Uptime

Notabene will use commercially reasonable efforts to make the Services available to Customer at least 99.9% of the time on average, measured on a monthly basis, exclusive of scheduled downtime, as described below.

Notwithstanding the foregoing, Notabene is not responsible for unavailability, delays, or other problems in operating, accessing, or using the Services to the extent caused by: (i) misuse or unauthorized modification of the Services or violation of the Agreement, an applicable Order Form, or the Documentation by Customer, its Affiliated Entities, or its or their Authorized Users; (ii) failure of Customer’s or an Affiliated Entity’s infrastructure or connectivity or of any equipment not provided by Notabene; (iii) any Integrated Product (unless caused by Notabene’s work, if any, on the integration); or (iv) causes beyond Notabene’s reasonable control, as provided in the Agreement under “Force Majeure” or a similar term.

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Scheduled Downtime

Notabene may temporarily suspend the Services for necessary repairs, for which Notabene will provide Customer with reasonable prior written notice via email, as circumstances permit. Notabene will restore availability of the Services as soon as commercially practicable.

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Credits

In the event that Notabene validates (not to be unreasonably withheld) that it is unable to meet the uptime level described above on three (3) or more days in each of two (2) consecutive calendar months, subject to the exceptions provided above, Notabene will offer service credits to such Customer. The amounts of these credits depend on the extent of the validated downtime, as specified in the chart below. Each impacted month will be credited individually, based on the amount of validated downtime in each such month. All credits will be applied against Customer’s monthly Fees, on a pro-rated basis, and reflected on Customer’s next invoice following the impacted months. In the event that Notabene validates (not to be unreasonably withheld) that such Customer has experienced less than 98% uptime on average, measured on a monthly basis, on three (3) or more days in each of two (2) consecutive calendar months, Customer shall have the option to terminate this Agreement in accordance with the terms of the Agreement, in which case Customer will not receive any credits.

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Uptime Credit Table

% Availability per Calendar Month	Credit = % of Monthly Fees for Services
< 99.9% - ≥ 99.5%	5% credit
< 99.5% - ≥ 99.0%	10% credit
< 99.0% - ≥ 98.5%	15% credit
< 98.5% - ≥ 98.00%	20% credit

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Product Support

Notabene product support can be accessed 24 hours a day from Monday to Friday (Monday at 00:01 through Friday at 23:59, local time worldwide) by sending an email to both [email protected] and [email protected]. However, for problems categorized as P1 or P2 (see below), Notabene product support is available 24 hours a day, 7 days a week, and customers will accordingly receive responses on Saturday and Sunday within the response and mitigation times specified below. For problems categorized as P3 or P4 and reported on Saturday or Sunday, the response and mitigation times specified below will begin on the Monday that follows.

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Response Times Table

Severity	Description	Examples	Response Time	Mitigation Time
P1	A critical incident with very high impact affecting a large number of customers in production	A customer facing service is down for all customers, confidentiality or privacy is breached, customer data loss	30 mins	4 hours
P2	A major incident with significant impact causing errors for some customers	A customer facing service is unavailable for some customers, core functionality (e.g., 3rd party integrations) is down	30 mins	12 hours
P3	An incident causing errors for users or degraded performance	High system load causing increased response times, dashboard errors	1 business day	2 business days
P4	A minor or low-level problem that affects services but doesn’t have serious impact on customers	Minor errors or inconveniences with workarounds available	2 business days	5 business days

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Customer agrees to use commercially reasonable efforts to diagnose and resolve problems in the operation of Customer’s interface to the Service, and to consult with the Documentation, prior to contacting Notabene. Upon reporting a problem, Customer agrees to provide Notabene with all relevant information reasonably necessary for Notabene to respond, to designate primary and secondary contacts who have been trained on the Services, and to reasonably cooperate with Notabene. Reporting must be prompt and, depending on the circumstances and type of issue, no later than thirty (30) days after Customer becomes aware of the issue.

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Reporting

Notabene provides continuous, up-to-date reporting on all aspects of this SLA at https://status.notabene.id/.

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Updates

Notabene will make available to Customers all updates and releases to the Services. Customers will receive at least two (2) weeks of advance written notice to implement updates. By the end of this notice period, Customers will comply with published update and release schedules and are responsible for installing any required software and updates on Customer systems.

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Business Continuity and Data Security

The Notabene Trust Center at https://trust.notabene.id/ includes Notabene’s Business Continuity and Disaster Recovery Plan and data security policies and procedures. It also makes available Notabene’s SOC 2 Type II report, penetration test reports, subprocessor information, and related information. Customer access to the Trust Center can be requested by emailing [email protected].

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Data Expectations

If Customer submits data that exceed volumes set forth in the Documentation or that are not formatted in compliance with the Documentation, performance of the Services may be impacted, and Notabene will not be responsible for failure to comply with this SLA.