Opti Maintenance and Support Services Level Agreement

This Maintenance and Support Service Level Agreement (“SLA”) sets forth the terms under which Opti.ai, Inc. (“Opti”) offers support and maintenance services described herein to its customer (“Customer”), in connection with the use of the Opti solution and services under the applicable Order Form executed by the parties (the “Solution”) 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 Solution is not experiencing Downtime.

1.2

“Downtime” means time during which the Solution 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 Solution preventing it from complying with the Solution specifications to the extent such were agreed upon in the Agreement, and which is reported to Opti in accordance herewith.

1.4

“Scheduled Maintenance” shall mean times during which Opti 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 Opti’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 Opti; and/or (ii) circumstances resulting from Customer'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-Friday: from 1am EST to 5 pm EST. Excluding national holidays in Israel and the US.

2. CUSTOMER SUCCESS MISSION

Opti’s customer success team is set to provide our users with services that will allow them to quickly identify and remedy any issues with their access or use of the Solution in the following areas of service:

Product Usage - Assistance with day-to-day administration and implementation of Opti’s Solution.

Incident Diagnosis - Analysis of Opti Solution errors and problems, identification and isolation of root causes and tracking the status of existing Incidents.

Problem Resolution - Remediation and workarounds for Incidents with respect to the Solution.

3. COMMUNICATION PROCEDURE

Opti’s obligations under this SLA are dependent on Customer’s compliance with the terms and conditions of the Agreement. The Customer is obliged to notify Opti of any Severity Level 1 and Severity Level 2 Incidents, immediately after it becomes aware thereof, by emailing support@opti.ai.

3.1

If remote access is requested by Opti for support purposes, and access is denied or delayed, or otherwise not made available to Opti, 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, Opti may require that the Customer furnish sufficient information available to Customer, as required to assist a resolution to the specific Incident. 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 Opti.

3.2

SLA shall not be required to provide Support Services for Incidents resulting in any manner from:

3.2.1

Any change in the Customer’s environment, system or software, where such is not supported by Opti; or

3.2.2

Any change in the Customer’s environment, system or software, where such is not supported by Opti; Neglect or misuse of the Solution, or Customer’s use of the Solution for purposes other than the purposes for which it was intended or designed or with hardware, software or connectivity services not approved by Opti for such uses.

4. SEVERITY LEVELS AND RESPONSE TIMES

4.1

Incident Severity Classification Definition:

Severity	Description	Initial Response	Lawful basis for processing
Critical (Severity 1)	The service is down, all functionalities are not operational and the issue is directly disrupting customer business operations - and no reasonable workaround is available	2 hours	Work continuously until the issue is fixed
High (Severity 2)	A major service functionality is impacted by an issue that is persistent and affects many users —and no reasonable workaround is available.	1 business day	Prioritized Work through the normal business day
Medium (Severity 3)	The Solution is operational, with a minor impact on functionality for some or all users, and a reasonable workaround exists.	3 business days	Work through normal business day
Low (Severity 4)	Minor issues not impacting service functionality.	6 business days	Reasonable – as resources are available

5. AVAILABILITY

Excluding Unexpected Events, the Solution 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 Opti using an industry standard monitoring tool.

6. CUSTOMER RESPONSIBILITIES

6.1

Opti’s compliance with the terms and conditions of this Agreement and 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.

6.2

Customer shall (i) identify and document in full each problem with the Solution necessitating any Support Service, and (ii) supply Opti with all reasonable assistance necessary to demonstrate and allow Opti to diagnose the problem.