SERVICE LEVEL AGREEMENT

This Service Level Agreement (“SLA”) sets forth the terms under which Elements, Inc. (“Company”) offers support and maintenance services, pursuant to the Terms and Conditions and executed Purchase Order by and between Company and Customer (“Agreement”). 

1. DEFINITIONS

   1. “Business Day” means any day other than Saturday or a day on which banking institutions in the State of Israel are authorized or required by law to close. 

   2. “Business Hours” means 9:00AM to 5:00PM in Israel.

   3. “Error” means any verifiable and reproducible failure of the Solution to substantially perform in accordance with any documentation accompanying the Solution. Notwithstanding the foregoing, “Error” shall not include any failure caused: (i) by the use or operation of the Solution with any other hardware, software or programming languages or in an environment other than intended by Company; (ii) by any bug, defect, error or malfunction in any hardware or software used with the Solution and not provided by Company or any other failure of any such hardware to conform to its published specifications, (iii) due to modifications, alterations or repairs to the Solution not made by Company, (iv) due to misuse, accidents or improper installation or maintenance not performed by Company, (v) due to failure to install provided Updates or patches, (vi) by any bug, defect or malfunction caused by a third party provider.

   4. “Error Resolution” means either one of the following:

      1. Temporary workaround;

      2. Code or patch release that will be delivered according to a time schedule determined by Company;

      3. Product enhancement or new feature that will be delivered according to a time schedule determined by Company.  

   5. “Solution” means the Company’s proprietary platform which is offered on a SaaS basis through the Elements API for purpose of measuring and reducing scope 3 employee emissions in the categories of business travel, commuting, and work from home energy usage known as "Elements platform" all in accordance with the SaaS Scope of Use set forth in the Purchase Order. The Solution includes any updates, upgrades, enhancements, improvements and modifications thereto, to which Customer has purchased a license under the Agreement. 

   6. “Update” means any modification, addition or revision which does not create or contribute new functionality, made to the Solution that is generally provided by Company to its customers free of charge. 

   7. “Uptime” means the Solution is up and available for access, excluding: (a) downtime caused by Customer or Customer’s agents, including downtime caused by Customer’s configurations, software, hardware, API, web services or other technologies used by Customer; (b) scheduled downtime for maintenance or support; (c) use of the Solution that is not in accordance with its documentation or the terms of the Agreement; (d) downtime resulting from denial of service, attacks, virus attacks, hacking attempts; (e) any other circumstances that are not within Company’s reasonable control, including the availability of the internet or electricity; (f) any failure of Customer’s own hardware, software or network connection; (g) Customer’s bandwidth restrictions; (h) Customer’s acts or omissions. Non-availability of certain features or functions of the Solution that do not materially impair the use of the Solution is also excluded. Company shall conduct scheduled maintenance and downtime off Business Hours and will be notify Customer in advance of any additional scheduled maintenance and/or downtime. Customer understands and agrees that there may be instances where Company needs to interrupt the use of the Solution without notice in order to protect the integrity of the Solution due to security issues, virus attacks, spam issues or other unforeseen circumstances.

      
      

2. CONTACT METHODS

   1. Customer may contact Company with support requests by sending an e-mail to the following address: [info@elementsworld.io], or through telephone at the following number: +1-(650)-250-0222, or through a text message or ticketing system as may be decided by Company in a later stage, in its sole discretion. 

   2. Customer shall promptly notify Company of any Error and provide Company with any information requested by Company. 

3. SUPPORT RESPONSE AND OBJECTIVES

   1. Company will make reasonable efforts to provide an Uptime for the Solution of no less than 99% in any given calendar month. 

   2. Company will make reasonable efforts to provide an initial response to Customer’s support requests regarding Errors according to the table below:

      • Critical Severity – One of the Solution's major functions is not operating due to an error causing system hangs indefinitely or causes unacceptable or indefinite delays of resources and business activity cannot continue.

        • Estimated response time during Business Hours - 24 Hours

      • High Severity – One of the Solution's major functions is not operating due to an error pursuant to which operation can continue in a restricted fashion.

        • Estimated response time during Business Hours - 3 Business Days

      • Low Severity – One of the Solution's functions is not operating due to an error that causes loss of service. The issue is an inconvenience when using a specific feature.

        • Estimated response time during Business Hours - 5 Business Days

   3. The Company will respond to a support request during the Business Hours.

      
      

4. LIMITATIONS  

Unless otherwise notified by Company, Company’s support and maintenance services are subject to the following pre-conditions, absent which Customer shall not be entitled to receive support and maintenance: 

• There must be an official e-mail request documenting the event within 24 hours of the service interruption

• Customer’s account must be in good standing with all invoices paid and up to date

• The support request e-mail must include the following: 

  • Subject of email must be: "Claim Notice - <account-name>" (Customer’s account name as registered with Company must be listed in place of '<account-name>')

  • List the date the downtime minutes occurred

  • List an estimate of the amount of actual downtime minutes

1. Without derogating from the foregoing, the services do not include on-site technical support, consulting, support for incompatible products or third-party products, training, professional services or related out-of-pocket expenses.

2. Company’s support and maintenance obligations shall apply only to those versions of the Solution that are the latest version; and provided Customer is current in installing all Updates provided to it. 

3. Provision of support and maintenance by Company is Company’s sole and exclusive liability and Customer’s sole and exclusive remedy.