Service Level Agreement (Corporate)

Availability Requirement. Wingspan’s will use commercially reasonable efforts to make the Services shall be available 99.5%, measured on a monthly calendar period (“Service Period”), excluding unavailability as a result of:(a) Scheduled Downtime; (b) Emergency Maintenance; (c) Service or Wingspan API downtime or degradation due causes beyond the reasonable control of Wingspan, including, without limitation fire, flood, earthquake, elements of nature or acts of God; third party labor disruptions, acts of war, terrorism, riots, civil disorders, rebellions or revolutions; quarantines, embargoes and other similar governmental action (“Force Majeure Event”); (d) any other circumstances beyond Wingspan's reasonable control, including Client's misuse of the Services or Wingspan API, or use of the Services and/or Wingspan API other than in compliance with the express terms of this Agreement; (e) any suspension or termination of Client's access to or use of the Services or Wingspan API as permitted by the Agreement; (f) any downtime resulting from outages of third party connections, vendors, services, utilities, or other reasons beyond Wingspan’s control will also be excluded from any such calculation; or (g) Wingspan’s blocking of data communications or other Service in accordance with its policies. 

“Scheduled Downtime” means planned service, software upgrades, and maintenance periods that have been communicated to Client in advance no fewer than forty eight  (48) hours which are only scheduled between 12:00 am Pacific Time and 7:00 am Pacific Time. 

Remedies.  Wingspan will provide an email report on the Availability of the Services for the previous calendar month to the Client within seven (7) days of the end of a calendar month (“Availability Notice”). If Wingspan fails to meet the Availability Requirement for a calendar month as based on such Availability Notice, Client has thirty (30) days from the receipt of the Availability Notice to request in writing any Service Credit for any failure of the Availability Requirement during such previous calendar month.    Wingspan shall issue a service credit to Client equal to twenty percent (20%) of one month’s platform fee for the use of the Services (a “Service Credit”). Only one such Service Credit may accrue in any Service Period. Any Service Credit payable to Client will be issued to Client in the calendar month following the month in which the Availability Requirement failure occurred. This Section sets forth Wingspan’s sole obligation and liability and Client’s sole remedy for any Availability Requirement Failure.

Support Definitions

• "Error" means a reproducible failure of the Services or Wingspan API to perform in substantial conformity with the specifications set forth by Wingspan, whose origin can be isolated to a single cause.
• "Incident" means a support request that begins when Client contacts Wingspan to report one specific Error and ends when Wingspan either: (a) Resolves the Error; (b) determines in its reasonable discretion that the Error cannot be Resolved, or (c) determines that a Service Exception is applicable.
• "Resolve" means the provision of: (a) services that, in Wingspan's reasonable discretion, corrects the Error; (b) information to Client that corrects the Error; (c) information to Client on how to obtain a software solution that corrects the Error; (d) notice to Client that the Error is caused by a known, unresolved issue or an incompatibility issue with the Services or Wingspan API; or (f) notice to Client that the Error has been identified as arising out of or resulting from a Service Exception.
• "Emergency Maintenance'' refers to any corrective action intended to remedy conditions likely to cause severe Service degradation, as designated by Wingspan in its sole discretion. Emergency Maintenance may include but is not limited to actions intended to address connectivity or software failures or viruses/worms. Wingspan will exercise reasonable efforts to inform Client in advance before interrupting the Service for Emergency Maintenance, but such notice is not guaranteed.
• "Support Services" means, in connection with the identification, diagnosis and correction of Errors, the provision of: (a) assistance via online chat service on weekdays during the hours of 8:00 am through 8:00 pm Eastern time, with the exclusion of Federal Holidays (“Support Hours”); and (b) access to technical information on Wingspan's website for proper use of the Services and Wingspan API.
• “Level 1” (Emergency): A critical production error that prevents the service from being accessible to a majority of Users. 
• “Level 2” (Incident): Issues related to the protection of user data. 
• “Level 3” (Major Issue): A non-critical production error that prevents the user from performing a function for which no acceptable alternative workarounds are available (this could also be due to slow performance issues that materially affect a function). 
• “Level 4” (Escalated): A non-critical production error that prevents the user from performing a function for which acceptable alternative workarounds are available or a non-production Error that prevents Client from performing an API function. 
• “Level 5” (Identified): All other Errors, not including Enhancement Requests. 
• “Enhancement Requests”: A request by the Client that is not provided for as part of the current product experience or support. 

Support Services.  During the Term Wingspan will use commercially reasonable efforts to Resolve any Incidents reported by providing Support Services.. Wingspan, in its sole discretion, will determine the amount of time it will need to spend to attempt to Resolve any specific Incident.‍

Response Time. During the Term Wingspan shall use commercially reasonable efforts to Respond to Incidents reported by Client within the following timeframes:

Wingspan will use commercially reasonable efforts to respond to all tickets within five (5) business days, unless otherwise specified in the time frames above.‍

Subcontractors. Wingspan may, in its sole discretion, perform any of the Support Services by or through Subcontractors or any other Wingspan personnel.

Limitations

• Incidents. Wingspan has the sole right to determine, in its reasonable discretion when an Incident is deemed to be Resolved.
• Response Time and Resolution. Wingspan will use commercially reasonable efforts to: (a) Respond within the applicable Response time as provided above; and (b) Resolve an Incident, but does not guarantee that it will be able to Respond within that specific time period or that any Incident will be Resolved.
• Effect of Client Failure or Delay. Wingspan is not responsible or liable for any delay or failure to perform that is caused in whole or in part by Client’s delay or Client’s failure to perform any of Client's obligations under this Service Level Agreement or the Agreement (each, a "Client Failure"). 

Exceptions

Wingspan has no obligation to provide Support Services relating to Errors that, in whole or in part, arise out of or result from any of the following (each a "Service Exception"):

•  Client’s environmental issues affecting connectivity or interfering with the Wingspan API, including without limitation, Client’s firewall software, security settings, Client’s configuration of anti-virus software or anti-spyware or malware software; 
• issues related to third party domain name system (DNS) errors or failures; 
• Force Majeure Events; 
• Emergency Maintenance of the Wingspan API for which Client or Authorized Operator may not receive advanced notice;
• any operation or use of, or other activity relating to, the Services and/or Wingspan API other than as specified by Wingspan in documentation, including any use of the Services and/or Wingspan API in or with, any technology (including any software, hardware, firmware, system or network) or service not specified for Client's use by Wingspan;
• any misapplication or misuse of the Services and/or Wingspan API, including any Client use of the Services and/or Wingspan API other than as specified by Wingspan;
• any Client Failure;
• the operation of, or access to, Client's or a third party's system or network; or
• any breach of or noncompliance with any material provision of the Agreement.

Client Obligations

• Notification. Client shall promptly notify Wingspan of any Error and provide Wingspan with reasonable detail of the nature and circumstances of the Error.  the Services and/or Wingspan API.  Client may initiate a helpdesk ticket anytime via email sent to team@wingspan.app.
• Information. Client shall provide Wingspan with all information reasonably requested by Wingspan from time to time relating to Client's use of the Services and/or Wingspan API, including information on Client's hardware, network, systems.  Wingspan will only request and use such information to resolve Incidents and/or Errors.