Service Level Agreement

1. Definitions

The following defined terms apply to this Service Level Agreement (as defined below). Capitalized terms not defined below shall have the meanings given in the Main Agreement.

1.1. "Corti Representative” means a representative appointed by Corti to act as Customer’s main point of contact for technical issues.

1.2. “Customer Representatives” means representatives appointed by Customer to act as Corti’s main points of contact for technical issues.

1.3. “Documentation” means any technical description, service restrictions, training materials, as well as user instructions and guidelines, for the Services, which may be made available and updated from time to time. 

1.4. “Error Correction” means a bug fix, patch, modification, or addition that brings the Services back to material conformity with the specifications set out in the Documentation.

1.5. “Error” means any kind of material software error that leads to the Service failing to comply with the specifications set out in the Documentation.

1.6. "First-Level Support” means the initial point of contact for end users seeking assistance, responsible for handling basic and routine user inquiries, common usage issues, general troubleshooting, and feature explanation. It typically includes identifying the issue, providing guidance based on standard procedures, and resolving problems that do not require specialized technical knowledge.

1.7. "Monthly License Fee" means (i) if the Customer has used the services on a subscription-based agreement, the Annual Fee (as defined on the Order Form and/or Main Agreement) divided by twelve; or (ii) if the Customer has used the Services on usage based agreement, the total of fees actually incurred by the Customer for the applicable Services for that month.

1.8. "Response Target" means Corti's objective for the maximum time elapsed from the Customer's creation of a Ticket and Corti's acknowledgment of the Ticket.

1.9. “Second-Level Support” means the technical support provided when issues cannot be resolved at the First-Level Support. This support level typically involves troubleshooting using system documentation, reviewing configurations, and identifying errors due to incorrect setup or more complex user interactions. Second-level support personnel possess more specialized technical knowledge, can follow network traffic, have basic service usage knowledge to help point out root causes, and may interact with system administrators or developers as needed.

1.10. "Scheduled Maintenance" means periods of planned downtime arranged by Corti and notified to Customer at least 48 hours in advance, or occurring without prior notice in the scheduled maintenance windows each Sunday from 04:00 to 08:00 (CET/CEST).

1.11. "Service Credit" means the fees that will be credited to the Customer if Corti fails to meet the Service Standard Availability, as specified in section 9 of this Service Level Agreement. It must not be confused with API credits or Tokens. 

1.12. "Service Standard Availability" has the meaning set forth in section 8 of this Service Level Agreement.

1.13. "Service Standard Availability Period" means Monday to Sunday from 00:00 to 24:00 (CET/CEST), excluding periods of Scheduled Maintenance.

1.14. “Services” are the services offered as part of the Main Agreement, being Platform and/or Assistant. For the purpose of this Service Level Agreement, Services do not include beta or trial versions of Corti’s applications and systems.

1.15. “Ticket” means a case opened within Corti’s customer support ticketing system regarding an Error that has occurred.

1.16. “Third-Level Support” means to advanced or specialized level of support, involving subject matter experts, developers, or engineering teams responsible for the design, development, or maintenance of the product or system. This support level addresses defects, bugs, or issues requiring changes to the software or infrastructure. Third-level support includes the activities described in section 5 and may also include implementing patches, code changes, or architectural modifications to resolve problems escalated from lower support levels.

1.17. "Unplanned Downtime" means the total number of minutes in a calendar month during which the Service is unavailable or inoperable, not including (i) Scheduled Maintenance; (ii) issues impacting the availability or operability of the Services caused by User Errors; (iii) other exclusions and force majeure events mentioned in the Main Agreement or (iv) use of versions of the presented as pre-release, beta or trial versions. 

1.18. “User Errors” means any errors, malfunctions, service interruptions, or system unavailability caused directly or indirectly by: (i) actions, omissions, or misuse of the Services by the Customer or its authorized users; (ii) failure to follow documented instructions, best practices, or support recommendations provided by Corti in its Documentation; (iii) use of the Services in combination with any hardware, software, or systems not approved or supported by the Services; (iv) unauthorized modifications to the Services or related configurations; or (v) network, device, or infrastructure issues originating from the Customer’s side.

2. General

This Service Level Agreement applies to the Services.

3. User Obligations

The Customer will follow the instructions given by Corti in respect of the use of the Services and as set out in the Documentation. Customer will assign at least three administrative employees as Customer Representatives who will be capable of answering questions, explaining changes, and handling simple and complex requests from Customer’s own end-users and employees with respect to the Services. Customer Representatives must have the necessary technical qualifications and have completed the training to provide First and Second Level Support to Customers’ users of the Service. Prior to initiating contact with Corti's support team for support enquiries, Customer is required to conduct an initial assessment to ascertain the origin of the error. In the event that the error is a User Error, Customer must state this in their enquiry to Corti's support team. Corti is not bound by Customer's assessment.

4. Basic Training and Documentation

Unless otherwise agreed, Corti Services are self-implemented solutions. As such, Corti will provide training, Documentation, and materials to enable the Customer Representatives to offer basic first and second-level technical and functional support.

5. Support Services

Corti will deliver Third-Level Support and undertake to:

5.1. Respond to Customer Representatives diligently as described in this Service Level Agreement;

5.2. Correct Errors and fix bugs that the Customer is unable to resolve by themselves;

5.3. Perform periodic delivery of Error Corrections;

5.4. Support the maintenance of the Services;

5.5. Upgrade the software and systems to the newest version, in accordance with its internal policies and procedures; 

5.6. Share best practices with the Customer and the end-users to secure optimal use and business outcomes; and

5.7. Make Documentation available.

6. Support Procedures

The following procedures apply when reporting an Error, idea, or inquiry to Corti:

6.1. The Customer Representatives will refer any Error to the Corti Representative if the Customer Representatives, after rigorous testing, cannot solve the problem or the problem is related to a malfunction in the Services.

6.2. When reporting an Error, the Customer Representative will create a Ticket. The Ticket must clearly describe the Error in reasonable detail and the circumstances under which the Error occurred or is occurring. The Customer Representative will initially classify the Error as Priority 1, 2, or 3.

6.3. Corti may choose to re-classify the Error type or priority level and notify the Customer Representative accordingly.

6.4. The Customer Representatives will assist Corti’s support team in gathering information to enable them to troubleshoot, investigate, and verify the reported Error.

6.5. Depending upon the priority level, Corti will commence verification efforts and, upon verification, commence Error Correction, as further described in the table below.

6.6. Corti will regularly communicate the progress of Error Correction to the Customer until the issue is solved.

6.7. Corti will not provide support in respect of software or hardware used by the Customer that is not provided by Corti.

6.8. If an Error is caused by Customer’s failure to comply with the Agreement and Documentation or meet these assumptions, Corti will be entitled to charge Customer at its then-current standard professional service rates for any verification and correction work undertaken.

6.9. If an Error is a User Error, Corti will be entitled to charge Customer at its then-current standard professional service rates for any verification and correction work undertaken.

7. Response Target Timeframes

The response target timeframes outlined below apply only during Corti’s regular business hours (09:00 to 17:00 CET). After-hours support is not included unless explicitly agreed to by Corti at its sole discretion. The Customer acknowledges that Error Correction timeframes do not apply to User Errors, as resolution of such errors depends on the Customer’s own corrective actions.

Priority 1

• Definition: An error that makes the system inoperable or causes a complete failure of the Services, leading to a major disruption/impact.
• Response target: 2 hours from Ticket creation.
• Procedures: Corti will seek to verify the Error within 12 hours from Ticket creation and commence Error Correction efforts as soon as the Error has been verified. Until the Error Correction has been provided and confirmed, or the ticket has been downgraded, Corti will treat this as the highest priority. Corti will communicate progress to the Customer regularly via the Ticket, phone, or email.

Priority 2

• Definition: An error that substantially degrades the performance of the Services or materially restricts the use of the Services.
• Response target: 4 hours from Ticket creation.
• Procedures: Corti will seek to verify the Error within 24 hours from Ticket creation, and proceed with Error Correction efforts on a medium priority basis. Corti will communicate progress via the Ticket and email to the Customer Representative.

Priority 3

• Definition: An error causing only a minor impact on use of the Services.
• Response target: 12 hours from Ticket creation.
• Procedures: Corti will seek to verify the Error within 48 hours from Ticket creation, and proceed with Error Correction efforts as part of its regular update release schedule. Corti will communicate progress via the Ticket.

8. Availability and Uptime

Corti shall make all commercially reasonable efforts to make the Services available and operational for at least 99.5% of the agreed Service Standard Availability Period measured monthly (equal to Unplanned Downtime <0.5%, Unplanned Downtime per month <3.6 hours, Unplanned Downtime per year <43.8 hours) (the "Service Standard Availability"). The Actual Availability Percentage is measured as follows:

Actual Availability Percentage = (A-B)/A * 100, where:

• A = Total number of minutes of Service Standard Availability Period in a calendar month
• B = Unplanned Downtime suffered in such calendar month.

Corti is responsible for monitoring the availability of the Services. Maintenance windows and service downtime will be communicated to Customers.‍

9. Service Credits

To receive Service Credits, Customer must notify Corti within ten (10) business days of the date on which Customer claims Corti has failed to meet the applicable Service Standard Availability Percentage Threshold by i) contacting Corti customer support and ii) filing a Ticket. If Customer has met its obligations under the Agreement, including this Service Level Agreement, Corti will provide Customer with Service Credits in accordance with the table below. Service Credits shall be Customer's sole and exclusive remedy for a failure by Corti to meet the Service Standard Availability. Corti will evaluate all information reasonably available and make a good-faith determination of whether a Service Credit is owed. Corti will use commercially reasonable efforts to process Service Credit claims within thirty (30) calendar days of receipt of the claim.

10. Service Credit Amount

The applicable Service Credit will be calculated as follows:

Service Credit Amount = Monthly License Fee * Service Credit (%)

11. Application

Subject to Corti’s completion of its investigation and validation of the relevant Unplanned Downtime cf. section 8 in this Service Level Agreement, any applicable Service Credit may, at the Customer’s discretion, either (a) with at least 45 days’ notice be deducted from the annual invoice issued by Corti, or (b) be claimed by the Customer through their issuance of a separate invoice to Corti for any aggregate amount of such Service Credits with a payment due date of at least 45 days from Corti’s receipt.

12. Changes to this Service Level Agreement.

Corti may, from time to time, update this Service Level Agreement. The then-current version of this Service Level Agreement is available at https://www.corti.ai/legal/sla. 

13. Survival of Prior SLA Terms

To the extent that customers have agreed to different service level agreements (SLAs) with Corti, and such customers have not been notified of any changes to those terms, the previously agreed SLAs shall continue to apply.

14. Precedence

In the event of conflict between this Service Level Agreement and the Main Agreement, the Main Agreement shall take precedence over this Service Level Agreement.