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MASTER SERVICES AGREEMENT  

This Master Services Agreement (this "Agreement"), effective as of [Month] [Day], 20[__] (the "Effective Date"),  is by and between Resonai [Ltd./Inc.], a company incorporated in the [State of Israel, Reg. No. 51-499636-2, having  its address at 9 HaTa’asiya St., Tel Aviv-Jaffa 6713909, Israel] ("Company"), and [______], a corporation organized  under the laws of [______], with its principal offices located at [______] (the "Customer"). Each of Company and  Customer may be referred to herein collectively as the "Parties" or individually as a "Party."  

WHEREAS, Company is the owner of Vera (the "Software"), a proprietary software solution which uses computer  vision and mapping technology to create a digital imprint of real property assets (each, an "Asset"), and a  software-as-a-Service platform for managing, navigating and operating such Assets using the digital imprint  created by the Software (the "Platform"); and

WHEREAS, Company wishes to grant Customer the right to use certain services provided through the Software  and the Platform, and any additional professional services ordered by Customer (the "Professional Services"), in  accordance with the services designated in the applicable Order Form substantially in the form attached hereto  as Exhibit A (together, the "Services"), subject to the terms and conditions of this Agreement and in accordance  with the user guides, online help, release notes, training materials and other documentation provided or made  available by Company to Customer regarding the use or operation of the Services (the "Documentation").  

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other  good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree  as follows: 

1. SERVICES 

1.1 The Platform comes bundled with certain pre-built apps, including virtual concierge and Vera (the app used  to create the digital imprint of your Assets). In addition, the Unity SDK (the "SDK") for app development  provides the tools for publishing applications to the Platform and defining the required application  configuration, as well as the application program interface (the "API") used to interact with the Platform.

1.2 During the Term, and subject to Customer's compliance with the Agreement, Company grants Customer a  non-exclusive, non-transferable, non-sublicensable, limited, revocable right (i) for Customer and  Customer's authorized users ("Authorized Users") to use the Platform for Customer’s internal business use,  in accordance with the specific terms detailed in the applicable Order Form; and to (ii) install, execute,  access, run or otherwise use the SDK and the API, as contemplated hereunder or in any Order From, and in  accordance with the Documentation.  

1.3 Except as expressly provided herein, Customer shall exercise the rights granted herein only for Customer's  own benefit and not for the benefit of any third party.  

1.4 Technical support and details regarding the availability of the Services, including access to the Platform, the  SDK and the API, shall be in accordance with the Company's Service Level Agreement, attached hereto as Exhibit B (the "SLA"), the terms of which are incorporated herein by reference.  

2. CUSTOMER RESPONSIBILITIES 

2.1 Assistance. Customer shall provide commercially reasonable information and assistance to Company to  enable Company to deliver the Services. Upon request from Company, Customer shall promptly deliver the  required materials described in the Order Form. Customer acknowledges that Company's ability to deliver  the Services in the manner provided in this Agreement may depend upon the accuracy and timeliness of  such information and assistance.

2.2 Compliance with Laws. Customer shall comply with all applicable local, state, national and foreign laws in  connection with its use of the Services, including those laws related to data privacy, international  communications, and the transmission of technical or personal data. Customer acknowledges that  Company exercises no control over the content of the information transmitted by Customer or the  Authorized Users through the Services. Customer shall not upload, post, reproduce or distribute any  information, software or other material protected by copyright, privacy rights, or any other intellectual  property right without first obtaining the permission of the owner of such rights.

2.3 Unauthorized Use; False Information. Customer shall be solely responsible for the acts and omissions of its  Authorized Users. Company shall not be liable for any loss of data or functionality caused directly or  indirectly by the Authorized Users. Customer shall: (a) notify Company immediately of any unauthorized  use of any password or user ID or any other known or suspected breach of security, (b) report to Company

immediately and use reasonable efforts to stop any unauthorized use of the Services that is known or  suspected by Customer or any Authorized User, and (c) not provide false identity information to gain access  to or use the Services.

2.4 Customer Input. Customer is solely responsible for collecting, inputting and updating all data and materials  required from Customer to Company for use in connection with the Services, as expressly set forth under  the 'Customer Responsibilities' section of the Order Form, (the "Customer Materials") on the Platform, and  for ensuring that the Customer Materials do not (i) include anything that actually or potentially infringes or  misappropriates the copyright, trade secret, trademark or other intellectual property right of any third  party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious. Customer shall:  (i) notify Company immediately of any unauthorized use of any password or user ID or any other known or  suspected breach of security, (ii) report to Company immediately and use reasonable efforts to stop any  unauthorized use of the Service that is known or suspected by Customer or any Authorized User, and (iii)  not provide false identity information to gain access to or use the Services. Subject to the terms and  conditions of this Agreement, during the Term, Customer shall grant to Company a limited, non-exclusive  and non-transferable license, to copy, store, configure, perform, display and transmit Customer Materials  solely as necessary to provide the Services to Customer.

3. INTELLECTUAL PROPERTY 

3.1 License. Customer retains ownership and intellectual property rights in and to its Customer Materials.  Company or its licensors retain at all times ownership of any and all right, title and interest, including  without limitation all patents, copyrights, trade secrets, trademarks, algorithms, knowhow, tools, computer  software and similar rights, in and to the Services, the Software, the Platform, the SDK, the API, the  Documentation, and any part thereof, whether developed outside of or in connection with the provision of  Services, including without limitation any and all derivative work, enhancements, changes, feedbacks, error

corrections, or any other modifications or improvements, by whomever produced (the "Intellectual  Property Rights"). Third party technology that may be appropriate or necessary for use with some Company  programs is specified in the program Documentation or ordering document as applicable. Customer's right  to use such third party technology is governed by the terms of the third party technology license agreement  specified by Company and not under the Agreement.

3.2 Restrictions. Customer shall not, and shall not permit anyone to: (i) copy or republish the Services or  Software, (ii) make the Services available to any person other than Authorized Users, (iii) use or access the  Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv)  modify or create derivative works based upon the Services or Documentation, (v) remove, modify or  obscure any copyright, trademark or other proprietary notices contained in the software used to provide  the Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt  to derive the source code of the Software used to provide the Services, except and only to the extent such

activity is expressly permitted by applicable law; (vii) access the Services or use the Documentation in order  to build a similar product or competitive product; or (viii) directly or indirectly, take any action to contest  Company's Intellectual Property Rights or infringe them in any way. Subject to the limited licenses granted  herein, Company shall own all right, title and interest in and to the Software, services, Documentation, and  other deliverables provided under this Agreement, including all modifications, improvements, upgrades,  derivative works and feedback related thereto and Intellectual Property Rights therein. Customer agrees to  assign all right, title and interest it may have in the foregoing to Company.

3.3 Feedback. Company shall have a royalty-free, worldwide, irrevocable, perpetual license to use and  incorporate into the Services any suggestions, enhancement requests, recommendation or other feedback  provided by Customer, including Users, relating to the operation of the Services.

4. ORDERS AND PAYMENT 

4.1 Orders. Customer shall order Services pursuant to an Order Form. All services acquired by Customer shall  be governed exclusively by this Agreement and the applicable Order Form. In the event of a conflict  between the terms of an Order Form and this Agreement, the terms of the Order Form shall take  precedence.  

4.2 Invoicing and Payment. Unless otherwise provided in the Order Form, Company shall invoice Customer for  all fees on the Order Form effective date. Customer shall pay all undisputed invoices in accordance with the  payment terms as set forth on the applicable Order Form. Except as expressly provided otherwise, Order  Forms are non-cancellable and fees are non-refundable. Properly submitted invoices for which payment is  not received within fourteen (14) days of the invoice due date shall accrue a late charge of 1.5% interest  per month, compounding annually. The fees are exclusive of any applicable taxes, which, if payable by  Company, shall be billed to and paid by Customer, including any bank fees related to the Customer's wire  transfer. Customer may not withhold or set-off any amounts from the Fees payable to Company.

4.3 Expenses. Customer will reimburse Company for its reasonable, out-of-pocket travel and related expenses  incurred in performing the Professional Services.  

5. TERM AND TERMINATION 

5.1 This Agreement shall commence on the Effective Date and continue for the period of the Services purchased  pursuant to the Order Form, as renewed from time to time, unless earlier terminated in accordance with  this Section 5 (the "Term”). In the event of any renewal of the Services beyond the initial term of the Order  Form, the Fees payable for the Services, including any Professional Services, shall be updated as specified  in the Order Form.  

5.2 Either party may terminate this Agreement immediately by giving written notice to the other party if: (i) the  other party breaches a material provision of this Agreement and fails to cure the breach within seven days  after being given written notice thereof; or (ii) the other party is judged bankrupt or insolvent, makes a  general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party; or any  petition by or on behalf of such party is filed under any bankruptcy or similar laws.

5.3 Upon termination of this Agreement, all rights granted by Company to Customer shall immediately  terminate, Customer will immediately cease use of the Platform, the SDK, the API, Software,  Documentation, and any Services, and any outstanding Fees shall become due and payable. Sections 3, 4,  6, 7, 8, 9 and 10 shall survive expiration or termination of this Agreement for any reason.  

6. WARRANTY; DISCLAIMER; LIMITATION OF LIABILITY 

6.1 Company represents and warrants that it will provide the Services in a professional manner consistent with  general industry standards and that the Services will perform substantially in accordance with the

Documentation.  

6.2 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 6, THE SERVICES, PLATFORM, THE SDK, THE  API, SOFTWARE, DOCUMENTATION AND OTHER MATERIALS PROVIDED BY COMPANY TO CUSTOMER ARE  PROVIDED ON AN "AS-IS" BASIS. COMPANY DISCLAIMS ALL OTHER WARRANTIES OR REPRESENTATION OF  ANY KIND, WHETHER EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES  OF MERCHANTABILITY, NON INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY, IN EACH  CASE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. The sole remedy for errors in the  provision of the Services shall be pursuant to the SLA.

6.3 EXCEPT FOR WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT WILL COMPANY BE LIABLE OR OBLIGATED IN  ANY MANNER FOR ANY EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES OF  ANY KIND ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICES PERFORMED  HEREUNDER, THE PLATFORM, THE SDK, THE API, DOCUMENTATION, OR THE SOFTWARE, WHETHER IN  TORT, CONTRACT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE  POSSIBILITY OF SUCH DAMAGES IN ADVANCE.NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,  EXCEPT FOR WILLFUL MISCONDUCT OR FRAUD AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO  EVENT WILL COMPANY BE LIABLE TO CUSTOMER FOR AGGREGATE DAMAGES IN EXCESS, OF THE FEES PAID  BY CUSTOMER TO COMPANY IN THE SIX (6) MONTHS PRIOR TO THE DATE THE CLAIM FIRST AROSE.

7. INDEMNIFICATION 

7.1 Indemnification by Company. If a third party makes a claim against Customer that the Services infringe any  third party's Intellectual Property Rights, Company shall indemnify and hold harmless Customer and its  directors, officers and employees against the such third party claim at Company's expense and Company shall pay all losses, damages and expenses (including reasonable attorneys' fees) finally awarded against  such parties or agreed to in a written settlement agreement signed by Company, to the extent arising from  the claim. Company shall have no liability for any claim based on (a) the Customer Materials, (b)  modification of the Platform, Software, SDK, API or Documentation not authorized by Company, or (c) use  of the Services, Platform, Software, SDK, API other than in accordance with the Documentation and this  Agreement. Company may, at its sole option and expense, procure for Customer the right to continue use  of the Services, modify the Services in a manner that does not materially impair the functionality, or  terminate the Term and repay to Customer any amount paid by Customer with respect to the Term  following the termination date.

7.2 Indemnification by Customer. If a third party makes a claim against Company that the Customer Materials  infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend  Company and its directors, officers and employees against the claim at Customer's expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys' fees) finally awarded against  such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from  the claim.

7.3 Conditions for Indemnification. A party seeking indemnification under this section shall (a) promptly notify  the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim,  and (c) provide, at the other party's expense for out-of-pocket expenses, the assistance, information and  authority reasonably requested by the other party in the defense and settlement of the claim.

8. CONFIDENTIALITY 

8.1 Either party may from time to time during the Term (as defined below) disclose (the "Disclosing Party") to  the other party (the "Receiving Party") certain information regarding the Disclosing Party’s business,  including technical, marketing, financial, employee, and other confidential or proprietary information

("Confidential Information"). Regardless of whether so marked or identified, or the manner in which it is  furnished, any information that may under the circumstances reasonably be considered confidential,  proprietary or competitively sensitive, including but not limited to the terms and conditions of this  Agreement, will be considered Confidential Information of the Disclosing Party. The Receiving Party agrees:  (a) not to disclose the Disclosing Party’s Confidential Information to any third parties other than to its  directors, officers, employees, advisors or consultants (collectively, the "Representatives") on a strict "need  to know" basis for the purpose of provision of the Services and provided that such Representatives are  bound by written agreements to comply with confidentiality obligations at least as protective as those  contained herein; (b) not to use or reproduce any of the Disclosing Party’s Confidential Information for any  purposes except to carry out its rights and responsibilities under this Agreement; (c) to keep the Disclosing  Party’s Confidential Information confidential using at least the same degree of care it uses to protect its  own confidential information, which shall in any event not be less than a reasonable degree of care.  

8.2 The Receiving Party’s obligations under this Section 8 with respect to any Confidential Information of the  Disclosing Party shall not apply if (a) such information was already lawfully known to the Receiving Party at  the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who  had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of  the Receiving Party has become, generally available to the public; or (d) was independently developed by  the Receiving Party without access to, or use of, the Disclosing Party’s Confidential  Information. Notwithstanding the foregoing, if the Receiving Party is required by legal process or applicable  law, rule, or regulation to disclose any of the Disclosing Party’s Confidential Information, then prior to such  disclosure, if legally allowed, the Receiving Party will give prompt notice to the Disclosing Party so that it  may seek a protective order or other appropriate relief. The confidentiality obligations hereunder shall  expire three years from the date of termination or expiration of this Agreement and shall supersede any  previous confidentiality undertakings between the parties.

9. Reserved. 

10. MISCELLANEOUS  

10.1 Non-Exclusive Service. Customer acknowledges that Services are provided on a non-exclusive basis. Nothing  shall be deemed to prevent or restrict Company's ability to provide the Services or other technology,  including any features or functionality first developed for Customer, to other parties.

10.2 Assignment. Neither party may assign this Agreement or any right under this Agreement, without the  consent of the other party, which consent shall not be unreasonably withheld or delayed; provided  however, that either party may assign this Agreement to an acquirer of all or substantially all of the business  of such party to which this Agreement relates, whether by merger, asset sale or otherwise. This Agreement  shall be binding upon and inure to the benefit of the parties' successors and permitted assigns. Either party  may employ subcontractors in performing its duties under this Agreement, provided, however, that such  party shall not be relieved of any obligation under this Agreement.

10.3 Notices. Except as otherwise permitted in this Agreement, notices under this Agreement shall be in writing  and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered or  certified U.S. mail, (b) when transmitted if sent by facsimile, provided that a copy of the notice is promptly  sent by another means specified in this section, or (c) when delivered if delivered personally or sent by  express courier service. All notices shall be sent to the other party at the address set forth on the cover  page of this Agreement.

10.4 Force Majeure. Each party will be excused from performance for any period during which, and to the extent  that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or  in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including

without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication  line failures, and power failures.  

10.5 Waiver. No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by  either party of any breach of this Agreement shall not constitute a waiver of any other or subsequent  breach.

10.6 Severability. If any term of this Agreement is held to be invalid or unenforceable, that term shall be  reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this  Agreement shall remain in full force.

10.7 Entire Agreement. This Agreement (including all Order Forms and exhibits) contains the entire agreement  of the parties and supersedes all previous oral and written communications by the parties, concerning the  subject matter of this Agreement. This Agreement may be amended solely in a writing signed by both  parties. Standard or printed terms contained in any Order Form or sales confirmation are deemed rejected  and shall be void unless specifically accepted in writing by the party against whom their enforcement is  sought; mere commencement of work or payment against such forms shall not be deemed acceptance of  the terms.

10.8 Publicity. Company may include Customer's name and logo in its customer lists and on its website. Upon  signing, Company may issue a high-level press release announcing the relationship and the manner in which  Customer will use the Company solution. Company shall coordinate its efforts with appropriate  communications personnel in Customer's organization to secure approval of the press release if necessary.

10.9 No Third Party Beneficiaries. This Agreement is an agreement between the parties, and confers no rights  upon either party's employees, agents, contractors, partners of customers or upon any other person or  entity.

10.10 Independent Contractor. The parties have the status of independent contractors, and nothing in this  Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship.  Except as provided in this Agreement, neither party shall be responsible for the acts or omissions of the  other party or the other party's personnel.

10.11 Governing Law. This Agreement is governed by the laws of the [State of Israel] without regard to its choice  of law provisions. Any dispute arising under this Agreement must be brought exclusively in a court of  competent jurisdiction located in [Tel Aviv, Israel] and each party irrevocably consents to such personal  jurisdiction in such forum and waives all objections to this venue.

10.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which when executed will  be an original, and all of which, when taken together, will constitute one agreement. Delivery of an executed  counterpart of a signature page of this Agreement by facsimile or other electronic transmission (including  via pdf) will be effective as delivery of a manually executed counterpart.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. Resonai Ltd. [Customer]

By:________________________________ Name:  

Title:  

By:________________________________ Name:  

Title:

EXHIBIT A 

Form of Order Form

Order Form 

This order form and its terms (the “Order Form”), which is incorporated by reference into the Master Service  Agreement to which it is appended (the “Agreement”) is entered into by and between Resonai Ltd. and  [Customer] on [date]. In the event of a conflict between the Order Form and the Agreement, this Order Form shall  prevail. All prices are quoted in [USD], and are subject to the terms of this Order Form.

ORDER FORM TERMS

 

Effective Date: [Month] [Day], 20[__]

Trail Period: [Effective Date] - [Month] [Day], 20[__] [60 days from Effective Date] Initial Term: [Month] [Day], 20[__] - [Month] [Day], 20[__] [Start date is after the trial period] Renewal Term: [Annual renewal (following the Initial Term)]

Description of  

Services:

Customer  

Responsibilities:

Fees: Aggregate gross area of the Asset, with respect to which the Services are provided (in  sqm.): [______]  

Cost per sqm.: [______]

Payment Terms: [Net 30]

Additional Terms: 1. The Initial Term will start following automatically at the end of the Trail Period unless terminated by the Customer in writing not less than 15 days prior to the end of the  Trail Period.

2. This Order Form will be automatically renewed for an additional Renewal Term unless  terminated by Customer in writing 90 days prior to the end of the Initial Term or the  last Renewal Term, as applicable.

Resonai Billing  Contact:

Customer Billing  Contact:

 

Contact:

Phone:

Email:

Contact:

Phone:

Email:

IN WITNESS WHEREOF, the duly authorized representatives of the parties have caused this Agreement to be  executed as of the Effective Date:

Resonai Ltd. [Customer]

By:___________________________ Name: ________________________ Title: _________________________ Date: _________________________

By:___________________________ Name: ________________________ Title: _________________________ Date: _________________________

EXHIBIT B  

SERVICE LEVEL ADDENDUM 

1. Introduction 

1.1. Purpose 

The purpose of this Service Level Addendum is to establish the operational definitions and guidelines under  which the Customer shall be entitled to receive certain maintenance and support services from Resonai  [Ltd./Inc.] (“Company” and the "Support Services", respectively), in connection with the serving aspects (the  script and associated protocols provided by Company to Customer), and the access to the admin console, of the  Services, Platform and Code provided under the Addendum (respectively, the "Service" and the "Admin  Product"; collectively, the "Software").  

1.2. Definitions 

Definitions

Description

SLA

This Service Level Addendum.

Agreement

The Agreement entered into force between Company and the Customer.

Error

A reproducible failure of the respective Software to perform a function in accordance  with the technical specifications provided by Company, under conditions of normal  use of the Software; such term includes Critical Priority, High Priority and Low Priority  Errors.

Critical Error

A fatal Error which impacts production use of the Service such as crash, hang, data  risk, corruption or loss, security vulnerability, actual or potential impact, or a severe  degradation, and has a critical business impact on Customer.  

 

Severity 1 Error

An Error which impairs or disables major use of the Service such as a crash, hang,  data risk, corruption or loss that may have impending impact or risk to production.  

 

Severity 2 Error  

An Error which causes a risk or loss of functionality or deviation from documented  functionality that may have an impact on the functionality, usability, reliability, or  performance.

Severity 3 Error

Error or missing minor functionality or specification deviation that does not affect  the operation of the Service or Admin Product.

Normal Business  Hours

Shall be defined in accordance with Customer's geographic location, on a case-by case basis, with exclusions as customary in Company's field of operations.

Business Days

Days on which normal commercial banks are open in Customer’s jurisdiction.

Terms which are not defined in this SLA, shall have the meaning ascribed to them in the Agreement.

2. Support Requirements 

Company shall undertake all commercially reasonable efforts to achieve a monthly functionality of 99.9% in  relation to the Service and 99.0% in relation to the Admin Product.  

To avoid any doubt, neither the Service nor the Admin Product will be deemed under downtime in the event of  any malfunction of priority less than a Critical Error. Furthermore, the Software shall not be deemed under  Downtime if Company demonstrates that such unavailability had been caused, in whole or substantially, by any  of the following: (i) "force majeure" events; (ii) downtime ordered by a third party or which is the result of any  action or inaction of a third party; (iii) downtime resulting directly from changes made by Customer to the source  code related to and/or interacting with the Software or Customer's failure to use the same or any part thereof in  accordance with instructions provided by Company, (iv) the modification, repair or maintenance of the Software  by any person other than Company, without Company's written permission, (v) negligence, misuse, abuse or  mishandling of the Software by Customer or any third party, (iv) planned downtime communicated by the  Company to the Partner 10 Business Days before its start the start of its implementation.  

3. Error Management 

Company, upon a reasonable request of the Customer, will provide progress updates in respect of any open Error  and be prepared to provide a detailed technical response for further information in respect of any such Errors.  

Without any derogations to the provisions stipulated in the Agreement, Customer shall provide Company with  reasonable cooperation with Company’s efforts to provide any deliverable under this SLA, as required by Company  on a case-by-case basis.  

4. Notification, Response and Resolution Times 

4.1. General 

In the event that an Error is discovered, Customer shall notify to Company by signing into the admin and (i) creating  a ticket via the support form, (ii) sending an email to the support team at support@resonai.com (iii) by phone:  1-864-7749-970.  

Such notice shall be deemed received by Company upon Customer's receipt of an acknowledgment of receipt of  an Error by Company. Company shall respond to such notice and will assign its personnel to resolve problems at  no less than the level of effort indicated by the response time(s) outlined in Section 4.2 below.

Customer shall designate in writing the names of up to two (2) technical personnel of Customer who are trained  in the use of the Software and are familiar with the technical operation of Customer's websites, with full  availability to Company if needed, who will be the individuals authorized to notify Company of an Error and  provide any required assistance (such personnel are hereinafter referred to as the “Point of Contact”). The Points  of Contact may be changed by Customer from time to time in advance in written form. All Errors must be  communicated to Company by the Point of Contact and pursuant to the process outlined above.  

4.2. Response and Resolution (from receipt of written complaint)

Error Severity

First reply

Action Plan

Target Resolution Time

Critical Error

Within 1 hours

Within 120 minutes

Within 24 hours

Severity 1 Error

Within 8 hours

Within 24 hours

Within 3 Business Days

Severity 2 Error

within 48 hours

Will be fixed in future releases

Severity 3 Error

Within 5 business days

Will be fixed in future releases

Non - business hours - Company’s response times not during business hours shall be immediately triggered  only once the customer places a phone call to the support phone. Otherwise, Company’s response times for  tickets created not during business hours shall be triggered at 9am the next day.

In the event that the resolution of such reported Errors shall require overtime work, exceeding Normal  Business Hours, Company shall also engage its personnel for the necessary extra hours, at Company´s sole  cost and expense.  

4.3. Time-scales.  

In the case that Company's Error fixing or Error analyzing is dependent on additional information, files, access or  action to be provided by the Customer, the time measurement will be suspended until such  information/file/access/action is made available to Company.  

5. Rebates for Failure to Achieve Minimum Availability Level 

5.1. Service.  

If the availability level of the Service, as measured in accordance to Section 2 falls below the threshold or range  set out in the table below, the rebates set opposite the relevant threshold or range will apply towards the fees  owed in the month in which the fault has occurred:  

Fault

Rebate

Availability Level per month of 99.9% or above

no rebate

Availability Level per month of 99.0-99.9% (exclusive)

5% discount

Availability Level per month of 98.0%-99.0% (exclusive)

10% discount

Availability Level per month of 97.0%-98.0% (exclusive)

15% discount

Availability Level per month of less than 97.0%

20% discount

5.2. Admin Product.  

If the availability level of the Admin Product, as measured in accordance to Section 2 falls below the threshold or  range set out in the table below, the rebates set opposite the relevant threshold or range will apply towards the  fees owed in the month in which the fault has occurred:  

Fault

Rebate

Availability Level per month of 99.0% or above

no rebate

Availability Level per month of 98.0-99.0% (exclusive)

5% discount

Availability Level per month of 97.0%-98.0% (exclusive)

10% discount

Availability Level per month of 96.0%-97.0% (exclusive)

15%

Availability Level per month of less than 96.0%

20% discount

6. Maintenance and Updates.  

For as long as the Agreement is in effect, Company will provide Customer with all copyrighted patches, updates,  releases and new versions of the Software as provided to Company’s customers, along with other generally  available technical material, all pursuant to the applicable Agreement, and in accordance with the commercial  terms acceptable in the Company’s industry.