Service Level Agreement

Section 1: Service Level Agreement

THIS SERVICE LEVEL AGREEMENT GOVERNS CLIENT’S ACQUISITION AND USE OF ZINFI SOFTWARE AND SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.
IF CLIENT REGISTERS FOR A FREE TRIAL OF ZINFI SOFTWARE AND SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS SERVICE LEVEL AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.
BY ACCEPTING THIS SERVICE LEVEL AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS SERVICE LEVEL AGREEMENT, OR (3) USING FREE SERVICES, CLIENT AGREES TO THE TERMS OF THIS SERVICE LEVEL AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS SERVICE LEVEL AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH COMPANY OR OTHER LEGAL ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CLIENT” SHALL REFER TO SUCH COMPANY OR OTHER LEGAL ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS SERVICE LEVEL AGREEMENT AND MAY NOT USE THE SERVICES.
The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. ZINFI’s direct competitors are prohibited from accessing the Services, except with ZINFI’s prior written consent, which consent may be withheld in ZINFI’s sole and absolute discretion.

1.1 Statement of Intent

The aim of this Service Level Agreement is to provide a basis for close co-operation between ZINFI Technologies, Inc. (ZINFI) and Client, for support services to be provided by ZINFI to Client, thereby ensuring a timely and efficient support service is available to Client end users. The objectives of this Service Level Agreement are detailed in Section 1.2.
This Service Level Agreement is contingent upon each party knowing and fulfilling their responsibilities and generating an environment conducive to the achievement and maintenance of targeted service levels.

1.2 Objectives of Service Level Agreement

• To create an environment which is conducive to a co-operative relationship between Client and ZINFI and to ensure the effective support of Client end users
• To document the responsibilities of all parties taking part in the Agreement
• To ensure that Client achieves the provision of a high quality of service for Client end users with the full support of ZINFI
• To define the commencement of the Agreement, its initial term and the provision for reviews
• To define in detail, the services to be delivered by ZINFI and the level of service which can be expected by Client, thereby reducing the risk of misunderstandings
• To institute a formal system of objective service level monitoring ensuring that reviews of the Agreement are based on factual data
• To provide a common understanding of service requirements/capabilities and of the principals involved in the measurement of service levels
• To provide for all parties to the Service Level Agreement a single, easily referenced document which caters to all objectives as listed above

1.3 Period of Agreement

This Service Level Agreement will commence on the date specified in the Official Order Form following the acceptance by both parties and will continue until terminated.

1.4 Review Procedure

This Service Level Agreement will be reviewed at a mutually agreed date, by ZINFI and Client. The review will cover software and services provided, service levels and procedures. Changes to this Service Level Agreement must be approved by both signatories.

1.5 Representatives

ZINFI and Client nominate the following representatives responsible for the monitoring and maintenance of the Service Level Agreement:

ZINFI Technologies, Inc.: Organization Representative
Client: Organization Representative

1.6 Service Level Monitoring

The success of ZINFI’s Service Level Agreement depends fundamentally on the ability to measure performance comprehensively and accurately so that credible and reliable information can be provided to Client and support areas on the service provided.
Service level monitoring will be performed by ZINFI. Reports will be produced as and when required and forwarded to the Client contact. If Client disputes any data reported by ZINFI, ZINFI will clarify its reporting. The discrepancies (if any), refer to this reporting or questions posed by Client.
Service level monitoring and reporting is performed on response times for faults, as specified in Section 2.4 of this Service Level Agreement.
Systems Engineering will:

• Perform patches or upgrades, as necessary, during the maintenance window when possible
• Provide details of changes to the webmaster, including but not limited to unexpected outages, issues, maintenance, and notifications related to any change management processes
• Maintain the operating system of the server
• Maintain a defined set of foundational web development software as specified by the Systems Engineers and communicate what constitutes the “defined set” to users
• Manage redirects and virtual hostnames on server
• Create new directories, assign and change ownership
• Alert users when they are approaching their allocated quota
• Provide information regarding active redirects, virtual host mapping, quota usage, and web server file ownership to Client
• Perform system-level backups for the purpose of system recovery

1.7 Complaints

All complaints relating to the operation of the help service, including:

• Expected level of support
• Actual support offered and delivered
• Personnel responsible for providing or administering support
• Any other issue relating to this document or the relationship between ZINFI and Client

that are received by either party will be forwarded in writing and distributed concurrently to the signatories of this Service Level Agreement. The intent is to ensure thorough, timely and open resolution of all such problems.

Section 2: ZINFI Responsibilities

2.1 Functional Overview

ZINFI will provide a service for the resolution of the platform related faults and queries (supported modules and usage only) encountered by Client end users throughout the tenure of the Agreement. This includes the following specific responsibilities:

• Provision of a Help Desk or similar facility
• Extracting information from end users as per Client specified list of questions
• Timely referral of faults to Client
• Fault resolution monitoring, and production and distribution of Service Level Monitoring reports as and when required

2.2 Hours of Operation

The ZINFI Help/Support Service will be available (both through email and phone) 24 hours  Monday to Friday globally (English only) except on Public Holidays, where alternative arrangements will be made and/or the lack of support publicized in advance.

2.3 Response Priorities

Table 2.3 shows the priority assigned to faults according to the perceived importance of the reported situation. Support requests are primarily due to issues that limit the system users’ ability to do their work, not necessarily production issues. However, production issues, by default, impact users’ ability to do their work. The prirority assignment refers to the initial telephone/email/ticket response (Time to First Response) to Client and the total time taken to resolve the issue/fault as per Section 2.4 of this Service Level Agreement.

Table 2.3: Response Priority*

Priority	Definition	Examples
1	Total system inoperability*	No partners or no Client users can access the platform due to the entire portal being down.
2	Partial system inoperability	One or more core features are not working for multiple users.
3	Unable to perform core business functions	Partners/Portal Admin cannot resolve a situation or self-serve the need.
4	Future feature requests	Product enhancement feature requests.**

*This response priority will be applicable for production environment only.
** This will go into the next sprint if it is a Change Request/a New Feature Request. If the Feature is analyzed as a feature for the specific Client by the ZINFI Team and can’t be utilized for other customers, then support hours will be billable.

2.3.1 Priority Definitions

• P1 – Critical (Urgent)

Definition: Critical business impact; the issue causes a complete loss of service or a significant impact to your business operations, and no workaround is available.

• Examples:
• System outages affecting all users
• Critical functionality failures that prevent users from performing essential tasks

• P2 – High (Major)

Definition: Major business impact; the issue causes a significant loss or degradation of services, but there is a temporary workaround available.

• Examples:

• Significant performance issues impacting many users
• Important functionality failures with a workaround

• P3 – Medium (Moderate)

Definition: Moderate business impact; the issue causes a partial loss of service with a minor impact on business operations. A workaround is available.

• Examples:

• Issues affecting a subset of users
• Non-critical functionality issues with available workarounds

• P4 – Low (Minor)

Definition: Minor business impact; the issue causes minimal loss of service or has a low impact on business operations. The problem is cosmetic or affects a small number of users with an easy workaround.

• Examples:
• Minor user interface issues
• General inquiries or minor usability issues

2.4 Priority Level Response Times

Table 2.4 shows the required initial telephone/email/ticket response times for the individual priority ratings. The indicated telephone/email/ticket response time represents the maximum delay between a fault/request being reported by Client and the Client representative being contacted by a ZINFI representative by telephone/email/ticket. The purpose of this telephone/email/ticket contact with Client by ZINFI is to notify Client of the receipt of the fault/request from Client and provide Client with details of the proposed action to be taken regarding the particular fault/request.

Table 2.4: Priority Level Response Times***

Priority	First Response Time	Resolution Target Time
1	30 minutes	12 hours*
2	0.5 business day	1-2 Business Days
3	1 business day	2-4 Business Days
4	1 business day	10 Business Days **

In Service Level Agreement calculations, only business hours are considered. The duration during which the ticket is held with the requester for obtaining additional information is excluded from the Service Level Agreement calculation.
***The response time and resolution target will be applicable for the production environment only.
*Hourly credit applied. If there is total system inoperability as defined by P1 in Table 2.3 then ZINFI would provide credit on an hourly basis for the hours that P1 is not resolved.
**This will go into the next sprint if it is a Change Request, a new Feature Request, or an enhancement of the existing Feature.

2.5 Platform Support Available

Tickets can be submitted via the ZINFI Client Support Portal, email, or telephone. Support issues are triaged as they are received, ensuring all ZINFI Clients receive the level of care they require when facing a critical issue.

2.6 Protection of Client Data

ZINFI will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data, as described in the Agreement.  Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Client Data (other than by Client or Users). Except with respect to a free trial, the terms of the data processing addendum (“DPA”) are hereby incorporated by reference and shall apply to the extent Client Data includes Personal Data, as defined in the DPA. To the extent Personal Data from the European Economic Area (EEA), the United Kingdom and Switzerland are processed by ZINFI, its Processor Binding Corporate Rules, the EU-US and/or Swiss-US Privacy Shield, and/or the Standard Contractual Clauses shall apply, as further set forth in the DPA. Upon request by Client made within 30 days after the effective date of termination or expiration of the Agreement, ZINFI will make Client Data available to Client for export or download as provided in the Documentation (Master Services Agreement). After such 30-day period, ZINFI will have no obligation to maintain or provide any Client Data, and as provided in the Documentation (Master Services Agreement) will thereafter delete or destroy all copies of Client Data in its systems or otherwise in its possession or control, unless legally prohibited.

Section 3: Client Responsibilities

3.1 Functional Overview

ZINFI is the provider of UPM platform and support to Client.

3.2 Hours of Operation

A ZINFI representative will be available to provide support functions between the hours of [Time] am and [Time] pm Monday to Friday, public holidays excepted, unless alternative arrangements have been agreed to by Client.

3.3 Response Times

ZINFI accepts the priority assigned as per the Response Priority Matrix in Section 2.3 and Priority Assignment criteria in Section 2.4.

3.4 Service Level Targets

Client will respond within the time specified by the priority allocation. ZINFI will issue reports, as and when required, to the Client unit manager for the purpose of meeting service level targets.

3.5 Usage Restrictions

Client will not (a) make any Service or Content available to anyone other than Client or Users, or use any Service or Content for the benefit of anyone other than Client or its Affiliates, unless expressly stated otherwise in the Agreement , (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or any third-party application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or any third-party  application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or Content in a way that circumvents a contractual usage limit, or use any Services to access or use any of ZINFI intellectual property except as permitted under the Agreement, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in the Agreement , (j) frame or mirror any part of any Service or Content, other than framing on Client’s own intranets or otherwise for its own internal business purposes or as permitted in the Agreement, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or Content or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.

Section 4: Reserved

Section 5: General Service Commitment

5.1 Service Level

ZINFI will use commercially reasonable efforts to make the Included Services* each available for each Client with a Monthly Uptime Percentage** of at least 99.99%. In the event any of the Included Services do not meet the service commitment, you will be eligible to receive hourly credit for Priority 1 issues as described in Section 2.3.

5.2 Maintenance and Service Changes

The regular maintenance window is the second Sunday of the month [to be mutually decided between Client and ZINFI], from 12 AM to 7 AM US Pacific Standard Time.
Every attempt will be made to perform non-emergency changes during this window. When possible, changes will be communicated in advance to Client and indicated on the semi-annual report by ZINFI.
Maintenance and service changes are scheduled during regular maintenance windows, as appropriate. Maintenance and service changes that cannot be scheduled during regular maintenance windows are scheduled at the discretion of ZINFI. 
A maintenance window is a defined period of time during which planned outages and changes to production (see definition below) services and systems may occur. The purpose of defining standard maintenance windows is to allow Client to prepare for possible disruption or changes.
Four weeks of notice to be provided by ZINFI to Client for major upgrades.

5.3 Maintenance Window

The Maintenance Window for the UPM platform:

• Planned outages are generally scheduled and performed between 12 AM and 7 AM US Pacific Standard Time on Sundays.
• Planned outages and changes will not be scheduled during significant Client events or key dates.
• Planned outages will not qualify for credit refund.

5.4 Emergency Changes and Maintenance

Whenever possible, emergency changes and maintenance will be done after business hours. Users will be notified in advance or shortly after an emergency maintenance is performed. ZINFI will communicate what the emergency was, how it was fixed, and any possible implications to web applications or sites.

5.5 Priority Assignment Criteria

Faults/requests are assigned a priority level as indicated in the ZINFI Response Priority Matrix in Section 2.3 of this Service Level Agreement. The response time indicates the initial telephone/email response by Client, as described in Section 2.4 of this Service Level Agreement.

5.6 Method of Return of Resolved Faults

Immediately following actual resolution of each individual fault/request, a ZINFI representative will notify Client by telephone or email of the completion of the fault/request. Within 48 hours of resolution, ZINFI will provide Client with complete details of resolution, date and time of completion and estimated time taken in the actual resolution.

5.7 Failure to Perform

If ZINFI fails to meet any Service Level, ZINFI shall promptly, at no additional charge, use all commercially reasonable efforts to minimize the impact of and correct the problem, and begin meeting the Service Level as soon as practicable.

5.8 Service Credits

ZINFI’s SaaS application is provided as-is and no warranties above and beyond uptime will be provided. As a part of uptime warranty, ZINFI will provide an hourly credit for every hour ZINFI’s system is fatally impaired and not available to deliver its SaaS services to all users, as defined in Section 2.3 as Priority 1 issues. In such cases, an hourly credit note will be calculated and provided to Client as follows:

• Total Hourly Credit Amount = Total Annual SaaS Subscription Contract Value ($**** / (365 days x 24 hours per day)), i.e.   $**** per hour (to be calculated per contract)
• Client can apply credit notes to any future professional service invoices

5.9 Credit Request and Payment Procedures

To receive a credit note, Client must be in compliance with policies for acceptable use of the Service found in their Agreement with ZINFI and must submit a claim to billing support at ZINFI.  Contact information will be included in part of the ZINFI Unified Partner Management (UPM) Subscription Order Form executed by ZINFI and Client (Order Form)
To be eligible, the credit request must be received by ZINFI prior to the end of the next billing cycle and must include:

• reasonable details regarding the Claim, including but not limited to, detailed description of the Incident, the duration of the Incident, the number of affected users and the locations of such users and any attempts made by Client to resolve the Incident.
• request logs that document the errors and corroborate the claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).
• additional and sufficient evidence to support the Claim and must be submitted by the end of the month following the month in which the Incident which is the subject of the Claim occurs (for example, Incident occurs on January 15th, Client provides Notice on January 20th, Client must provide sufficient evidence to support the Claim by February 28th).

ZINFI will use all information reasonably available to it to evaluate Claims and make a good faith judgment on whether the Service Level Agreement and Service Levels apply to the Claim and ZINFI will accept and approve by issuing a credit note. Client’s failure to provide the request and other information as required above will disqualify Client from receiving the credit note. Unless otherwise provided in the Agreement, this Service Level Agreement sets forth Client’s sole and exclusive remedies, and ZINFI’s sole and exclusive obligations, for any unavailability, non-performance, or other failure by ZINFI to provide the Included Services. ZINFI will use commercially reasonable efforts so that Client can utilize the credit amount in the next billing cycle.

Section 6: SLA Exclusions

Downtime does not include, and credit will not be provided for the following situations:

• The period of time when the Service is not available as a result of Scheduled Downtime; or
• The following performance or availability issues that may affect the Service:
• Due to factors outside ZINFI’s commercially reasonable control, including any force majeure event or natural disasters.
• That resulted from Client’s or third-party hardware, software or services.
• That resulted from actions or inactions of Client or third parties or Client’s employees, agents, contractors, or vendors.
• That were caused by Client’s use of the Service after ZINFI advised Client to update/modify its use of the Service, if Client did not update/modify its use as advised;
• Through Client’s use of beta, trial offers, early access programs and/or demos (as determined by ZINFI).

Section 7: Definitions

• “Agreement” means the Order Form and all exhibits attached thereto, as well as any fully executed addendums and/or amendments thereto (including but not limited to ZINFI’s Terms and Conditions) executed by ZINFI and Client that governs the Service.
• “Affiliate” means an entity that is controlled by, under the control of, or under the common control (i.e. shared ownership of 50% or more) with the subject entity. 
• “Business Days” shall mean and refer to Monday through Friday excluding Public Holidays
• “Claim” means a claim submitted by Client to ZINFI that a Service Level under this Service Level Agreement has not been met and that a Service Credit may be due to Client.
• “Client” means the person or organization that contracted for Services under the Agreement.
• “Content” means and refers to the  ZINFI UPM Portal content.
• “Contract” shall mean the agreement executed by ZINFI and the Client for ZINFI’s Services (including but not limited to any relevant applicable Master Service Agreement, Scope of Work, Statement of Work and/or Order Form).
• “Downtime” means a period of time when Clients are unable to read or write any Service data for which they have appropriate permission.
• “Exclusions” means the performance or availability issues.
• “Incident” means a set of circumstances resulting in an inability to meet a Service Level.
• * Included Services – Refers to the activated UPM Applications as per the Client’s Contract with ZINFI’s. 
• “Malicious Code” means software code desiged to cause damage or a security breach or other threats to the application security.
•  “Notice” means that within specified business days following an Incident, Client must notify ZINFI Client Support of the Incident.
• “Public Holiday” shall mean and refer to any public holiday in India or holiday recognized by the Federal Government in the United States (as published by ZINFI from time to time)
• “Service” or “Services” means the ZINFI Unified Partner Management (UPM) SaaS platform service provided to Client pursuant to the Agreement.
• “Scheduled Downtime” means published maintenance windows or times where ZINFI notifies Client of periods of Downtime for scheduled network, hardware, Service maintenance or Service upgrades at least 24 hours prior to the commencement of such Downtime.
• “Service Credit/Credit Note” means the amount credited to Client by ZINFI for a validated Claim.
• “Service Level” means the percentage of Service availability for a given month that ZINFI agrees to provide Client, which is measured by the Monthly Uptime Percentage.
• “Subscription Fee” means the monthly amount that Client pays ZINFI for their subscription to the Service.
• “User” means any approved third party (including Internal User and Partner Users) using ZINFI’s Services pursuant to and as allowed by the Client’s Contract with ZINFI with such users being subjet to the terms of the Agreement including the Partner Bands provided for by the Agreement and the License Management (Ext.prd.002.01 | 03.19.2025) document. 
• “ZINFI” means ZINFI Technologies, Inc.

Any terms capitzlied herein but not defined herein, shall have the meaning set forth in ZINFI’s Terms and Conditions.