Service Level Commitment

SaaS Server Implementation

Service Level Commitment: Tsunami VR, Inc. (“Tsunami”) commits to provide 99.5% uptime with respect to the Customer’s Service during each calendar quarter of the Term, excluding regularly scheduled maintenance times. If in any calendar quarter this uptime commitment is not met by Tsunami and Customer was negatively impacted (i.e., attempted to log into or access the Service and failed due to the unscheduled downtime of the Service), Tsunami shall provide, as the sole and exclusive remedy, a service credit equal to one month’s fee for the use of the Service. Scheduled and Unscheduled Maintenance: Regularly scheduled maintenance time does not count as downtime. Maintenance time is regularly scheduled if it is communicated in accordance with the notice section set forth below at least two full business days in advance of the maintenance time. Regularly scheduled maintenance time typically is communicated at least a week in advance, scheduled to occur at night on the weekend. Tsunami hereby provides notice that every Saturday night 10:00pm - 10:20pm Pacific Time is reserved for routine scheduled maintenance for use as needed. Tsunami in its sole discretion may take the Service down for unscheduled maintenance and in that event will attempt to notify customer in advance in accordance with the Notice section set forth below. Such unscheduled maintenance will be counted against any uptime guarantee.

Credit Request: In order to receive a credit under this service level commitment, Customer must request it simply by emailing Tsunami at help@TsunamiARVR.com, within five days of the end of the applicable quarter. If Customer submits a credit request and does not receive a prompt automated response indicating that the request was received, Customer must resubmit the request because the submission was not properly received and will not result in a credit. Customers who are past due or in default with respect to any payment or any material contractual obligations to Tsunami are not eligible for any credit under this Service Level Commitment. The service credit is valid for up to two years from the quarter for which the credit was issued. Tsunami shall calculate any service level downtime using Tsunami’s system logs and other records.

Updates/Notice: This Service Level Commitment may be amended by Tsunami in its discretion but only after providing thirty days advance notice. Notices will be sufficient if provided to a user designated as an administrator of your Tsunami account either: (a) as a note on the screen presented immediately after completion of the log in authentication credentials at the log in screen, or (b) by email to the registered email address provided for the administrator(s) for Customer’s account.

Exclusion of Beta Accounts: Beta accounts and other test environments are expressly excluded from this or any other service level commitment.

On-Premises Server Implementation

This Service Level Commitment (SLC) sets forth the terms under which Tsunami VR, Inc. offers support, maintenance and other services described herein to its customers. The services offered hereunder are against payment by Customer’s of Tsunami’s applicable fees.

1. DEFINITIONS.

1.1. “Business Day” means the applicable days during which Tsunami customer support is available as specified in Section 2.2 below.

1.2. “Business Hours” means the applicable hours during which Tsunami customer support is available as specified in Section 2.2 below.

1.3. “Customer” means the customer of Tsunami purchasing support and maintenance services from Tsunami.

1.4. “Documentation” means any disks, printed material, and/or online content created by Tsunami that provides additional information, instruction, and/or knowhow relating to the Software.

1.5. “Error” means any verifiable and reproducible failure of the Software to substantially conform to its published specifications. Notwithstanding the foregoing, “Error” shall not include any failure caused: (i) by the use or operation of the Software with any other hardware, software or programming languages or in an environment other than intended or recommended by Tsunami; (ii) by any bug, defect, error or malfunction in any hardware or software used with the Software and not provided by Tsunami or any other failure of any such hardware to conform to its published specifications, (iii) due to modifications, alterations and repairs to the Software not made by Tsunami, except as authorized in writing by Tsunami, (iv) due to misuse, accidents or improper installation or maintenance not performed by Tsunami, or (v) due to failure to install provided updates and patches.

1.6. “Error Resolution” means either one of the following: (a) Temporary workaround. (b) Code or patch release that will be delivered according to a time schedule determined by Tsunami. (c) Product enhancement or new feature that will be delivered according to a time schedule determined by Tsunami.

1.7. “Software” means the Tsunami software to which Customer purchased a license and support services.

1.8. “Support services” means the time and knowledge provided to Customer to maintain Software functionality and uptime.

1.9. “Update” means a modification or revision made to the Software to make minor improvements upon or repair existing functionality and features within the Software. Updates do not include new functionality, features or options.

1.10. “Tsunami” means Tsunami VR, Inc.

1.11. Problem severity levels are as defined in Section 4 below.

2. CONTACT METHODS 

2.1. Customer shall have access to an automated e-mail reporting service through which support requests are logged and Ticket (ID) is issued. This service can be reached at help@tsunamiarvr.com.

2.2. Customer may call the Customer support call center (the “Customer Support”) based on Customer’s location, as specified below. Location Telephone Number Hours of Operation Worldwide + 8:00 AM - 7:00 PM EST, Monday through Friday, excluding US Federal holidays.

3. SUPPORT RESPONSE AND OBJECTIVES The SLC support services refer to the response time of Tsunami's support team. Tsunami's undertakings hereunder are not intended to indicate a resolution to a problem that might have occurred.

3.1 Business Hours

• Regular working hours: Monday to Friday between 9:00AM to 6:00PM (customer's site time zone).

• Irregular working hours: Seven days a week between 6:00PM to 9:00AM (customer’s site time zone).

3.2 Response Times

• High severity call - A call related to an issue incurring production downtime or causing a severe disruption to normal production-related operations. 4-hour response time (from call open time).

• Low severity call - A call related to an issue affecting production but not causing severe interference to production-related operations, or an issue that can be solved by using a workaround. 24-hour response time (from call open time).

3.3 Points of Contact Tsunami recommends that Customer will assign at least 2 of its employees as contact points to interface with Tsunami's support center.

4. LIMITATIONS Tsunami’s Support Services are subject to the following:

4.1. The Services do not include on-site technical support, consulting (redesigning, rearchitecting or reconfiguring Customer's network), support for incompatible products or third party products, training, professional services or related out-of-pocket expenses.

4.2. Tsunami’s support obligations shall apply only to those versions of the applicable Software that are within one (1) major version or two (2) minor versions of the then-current version; and provided Customer is current in installing all Updates provided to it. Error resolution will not be provided with respect to a Software version after the lapse of one (1) year from Tsunami’s discontinuation of such version.

4.3. The services hereunder are provided with respect to Errors only. In the event that any problem or error with respect to which the Customer shall approach Tsunami is discovered to fall outside of the scope of the definition of Error, then Tsunami reserves the right to recover all expenses related to the support of Customer and maintenance fees, at the then current prices for such services.

5. UPDATES As part of the Support services provided by Tsunami hereunder, and as long as Customer is current with payment for such Support services, Tsunami shall make available to Customer any Updates to the Software or Documentation, if and when Tsunami makes such Updates generally available for no additional charge to its other customers then covered by maintenance services with similar terms as the terms of this SLC. Tsunami shall have no obligation hereunder to make any modifications to the Updates to conform the same to any modifications of the Software or Documentation made by any person or entity other than Tsunami.

6. GENERAL

6.1. Tsunami warrants that the services hereunder will be provided in a timely and professional manner in accordance with the terms hereof.

6.2. THE LIMITED WARRANTIES SET FORTH IN THIS SLC ARE GIVEN TO CUSTOMER ONLY, ARE NOT ENFORCEABLE BY ANY OTHER ENTITY OR PERSON, AND ARE THE SOLE AND EXCLUSIVE WARRANTIES GIVEN BY TSUNAMI WITH RESPECT TO THE SERVICES HEREUNDER. TSUNAMI EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN NO EVENT SHALL TSUNAMI BEAR ANY LIABILITY, OBLIGATION, OR RESPONSIBILITY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE SERVICES REGARDLESS OF THE FORM OF ACTION, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS ARISING IN ANY WAY IN CONNECTION WITH THIS SLC. IN NO EVENT SHALL TSUNAMI BE LIABLE FOR ANY AMOUNT GREATER THAN THE AMOUNT PAID TO IT IN RESPECT OF THE SERVICES GIVING RISE TO THE LIABILITY. ALL FOREGOING LIMITATIONS ON LIABILITY SHALL INCLUDE ANY CLAIMS IN TORT OR CONTRACT BASED ON WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.

6.3. Customer will cooperate with Tsunami in its efforts to provide the support services hereunder, including without limitation by providing as much detail as available about the Errors, making its personnel available, and taking all such reasonable measures requested by Tsunami in order to detect and provide further information with respect to each Error. Customer will further grant Tsunami such access to information of the Customer’s personnel, its technological platforms and any relevant third party networks and other suppliers of the Customer as may be necessary to enable Tsunami to perform its obligations under this SLC, when not prohibited by law.

6.4. Customer acknowledges that compliance with its undertakings hereunder is essential to enable Tsunami to provide the support services in accordance with the provisions hereof.

6.5. Tsunami may elect, from time to time at its discretion, to render any or all of the services hereunder by itself or through any of its affiliates, sub-contractors or agents (an “Affiliate”), in which case the provisions of this SLC shall be deemed to refer to such Affiliate(s) instead of to Tsunami.

6.6. This SLC shall be governed by and construed under the laws of the same jurisdiction as the Master Software Agreement between Tsunami and the Customer. All disputes and differences arising out of or relating to this SLC or to its interpretation, shall be brought only in a competent court located in the same jurisdiction as specified in the Master Software Agreement between Tsunami and the Customer.

6.7. Neither party shall be liable for any costs or damages due to nonperformance under this SLC, arising out of any cause or event not within the reasonable control of such party and without its fault or negligence, such as an act of God, act of war, labor disputes, reason of fire, floods, or inability to obtain necessary materials or services from suppliers if no equipment sources for such suppliers or services are readily available.

6.8. This SLC and the rights hereunder are not transferable or assignable by Customer (and any attempted assignment will be void) without the prior written consent of Tsunami. Tsunami may assign this SLC to an affiliate or to a person or entity who acquires all or substantially all of the assets or business of Tsunami or of its parent company, whether by sale, merger or otherwise. Subject to the foregoing, this SLC will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

6.9. Tsunami may amend or replace this SLC in whole or in part by providing written notice to the Customer.

6.10. THE SERVICES OFFERED HEREUNDER ARE SUPPORT AND MAINTENANCE SERVICES OFFERED FOR A FEE, AND NOT A PRODUCT WARRANTY.