SERVICE LEVELS AND SUPPORT

(Updated March 2021)

This Service Level Agreement (“SLA”) is subject to and made a part of the Master E-Commerce Services Agreement (the “Agreement”). This SLA applies solely to Technology Services.

Capitalized terms used but not defined herein shall have the meanings assigned to them in the Master E-commerce Services Agreement or applicable Order Forms.

1. General Availability / Uptime. Lingble shall make the Technology Services available 99% of the time, except as provided below. Availability will be calculated per calendar quarter, as follows:

Availability means Customers are generally able to process orders via the Technology Services, meaning, as applicable, accessing the home page, browsing the product catalogue, searching and getting results, adding items to a cart and completing checkout, as determined by a Lingble health monitoring component uniquely associated with the Store. Failure of some features or functions within the Technology Services does not mean that the Technology Services are not Available if such unavailability does not impact the process necessary for a consumer to complete an order from the Store.
total means the total number of minutes in the calendar quarter;
nonexcluded means downtime that is not excluded;
excluded means:
- Any planned downtime or scheduled maintenance of which Lingble gives 24 or more hours’ notice in writing (email acceptable) or via a conspicuous on-screen message in the Technology Services, not to exceed 48 hours per calendar quarter. Lingble will use commercially reasonable efforts to schedule all planned downtime during weekday hours from 2:00 a.m. to 7:00 a.m. in the time zone in which the applicable Store has the least traffic from.
- Any period of unavailability lasting less than 15 minutes.
- Any unavailability caused by circumstances beyond Lingble’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Lingble employees), Internet service provider failure or delay, Third-Party Product, or denial of service attack.

For any partial calendar quarter during which Client subscribes to the Technology Services, availability will be calculated based on the entire calendar quarter, not just the portion for which Client subscribed.

2. Remedies. Should Lingble fail to make the Technology Services Available as set forth in above section in a calendar quarter, Client may continue to use the Technology Services but receive a refund for one full day of Standard Services fees paid by Client, calculated as the average daily Standard Services fees for the relevant calendar quarter, for each full or partial hour of the affected Technology Services’ unavailability below the percentage specified in Section 1 above. In no case shall the total refund for any quarter exceed the lesser of $100,000 or 25% of the subscription fees paid by Client for the Standard Services for such quarter.

Should Lingble fail to make the Technology Services available as set forth in Section 1 above in two consecutive calendar quarters, Client may, in lieu of receiving the above-described refund for the second quarter, terminate its subscription to the Technology Services by providing notice in accordance with the Agreement. The remedies described in this paragraph shall be the sole remedies available to Client for breach of this SLA.

3. General. Lingble shall have no obligations under this SLA during any period in which Client is in material breach of the Agreement, including any period in which Client has failed to meet its payment obligations thereunder.

Services Support Policy

1. General. Support services only covers defect-related issues on Lingble Technology Services and a fixed amount of manday effort allocated for minor enhancements for front end layout adjustment or minor functionality adjustment supported by Lingble’s backend systems. For avoidance of doubt, any business data related problem or data conversion activities are expressly excluded from the scope of the Services and our support policy.

Lingble will use commercially reasonable efforts to promptly respond to each case, and will use commercially reasonable efforts to resolve each case in a timely manner. Actual resolution time will depend on the nature of the case and the resolution. A resolution may consist of a fix, workaround or other solution in Lingble's reasonable determination.

2. Designated Contact. Client shall designate a person (“Designated Contact”) to be the primary contact and liaison between Client and Lingble for technical support. Client shall notify Lingble whenever Designated Contact’s responsibilities are transferred to another person.

Client’s Designated Contact shall be responsible for:

· overseeing Client’s support case activity, and

· developing and deploying troubleshooting processes within Client’s organization

Client shall ensure that Designated Contact:

· is knowledgeable about the applicable Services in order to help resolve, and to assist Lingble in analyzing and resolving, technical issues, and,

· has a basic understanding of any problem that is the subject of a case, and the ability to reproduce the problem in order to assist Lingble in diagnosing and triaging it.

3. Telephone Support. Telephone support in English is available twenty-four (24) hours a day, seven (7) days a week for Severity 1 issues by dialling:

(650) 880-3088

+81 (050) 5806-7756

4. Submitting a Case. Authorized Users may submit a case in any of the following ways:

· For Severity Level 2, 3 and 4 issues: By email to [email protected]

· For Severity Level 1 issues only: By telephone call to Customer Support as described above. For Severity Level 1 issues, Client must telephone Customer Support.

Authorized Users will be asked to provide their company name and contact information, and each case will be assigned a unique case number. For assistance with Authorized User password resets, Authorized Users should use the “Forgot your password?” link on the login page or contact their Lingble E-Commerce Manager.

5. Severity Levels. Issues will be categorized and handled according to an assigned severity level. The case severity level is selected by the Authorized User at time of case submission and will be updated by Lingble as follows:

Severity Level	Description
Level 1 – Critical	Critical production issue affecting all Customers, including system unavailability and data integrity issues with no workaround available.
Level 2 – Urgent	Major functionality is impacted or performance is significantly degraded. Issue is persistent and affects many Customers and/or major functionality. No reasonable workaround is available. Also includes time-sensitive requests such as requests for feature activation or a data export
Level 3 – High	System performance issue or bug affecting some but not all Customers. Short-term workaround is available, but not scalable.
Level 4 – Medium	Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation or configuration; bug affecting a small number of Customers. Reasonable workaround available. Resolution required as soon as reasonably practicable

6. Target Initial Response Time. Lingble will use commercially reasonable efforts to respond to each case within the applicable response time described in the table below, depending on the severity level set on the case.

Severity Level	Target Initial Response Time	Remarks
Level 1 – Critical	1 hour	target initial response times are 24x7, including weekends and holidays. Severity Level 1 cases must be submitted via telephone as described above. Severity Level 1 initial response times do not apply to cases submitted via email
Level 2 – Urgent	2 hours	target initial response times include local business hours only and exclude weekends and holidays and do not apply to cases submitted via e-mail. Infrastructure related cases are only worked during business hours of the relevant Lingble team despite local business time.
Level 3 – High	4 hours
Level 4 – Medium	8 hours

Reproducible errors that cannot promptly be resolved will be escalated to higher support tiers for further investigation and analysis.

7. Cooperation. Lingble should be able to reproduce errors in order to resolve them. Client agrees to cooperate and work closely with Lingble to reproduce errors, including conducting diagnostic or troubleshooting activities or submitting screen captures as requested and appropriate. Also, subject to Client's approval on a case-by-case basis, Authorized Users may be asked to provide remote access to their computers for troubleshooting purposes.

8. Resource pool for minor enhancements. A man-day resource effort pool will be allocated for the Store as part of the Technology Services every 6-month period from the launch of the Store (a “Period”) based on the Client’s Net Sales tier. Effort will be used only to conduct minor enhancements development, as described in Section 9 of this SLA.

Resources Type	Man-days per Period
Resources Type	Net Sales Tier 1	Net Sales Tier 2	Net Sales Tier 3
Functional Consultant	10	15	20
Technical Consultant	20	30	40
Total	30	45	60

From Period to Period if the resource effort pool allocated for the Period is not fully consumed, the balance will be forfeited (i.e., cannot be carried-forward to next Period).

Minimum consumption: 1 man-day for each minor enhancement. For avoidance of doubt, one man-day equals to eight man-hours.

9. Minor enhancements. Minor enhancements are non-defect work including any efforts spent on any or all full life-cycle activities such as preliminary study, requirements gathering and clarification, feasibility and impact analysis, planning, project management, design, documentation, build, training, testing, and deployment.

The man-days for the enhancement will be estimated by Lingble and mutually agreed by Client and Lingble before the actual work started. The actual man-days consumed will be deducted from the man-days balance of the resource effort pool. If the expected or actual man-day required is more than the balance of the resource effort pool, it will be purchased through an Order Form.

10. Amendments. Lingble may modify this Service Level Agreement at any time by posting a revised version on the Lingble Website, at which time the updated Service Level Agreement will become immediately effective. Notwithstanding the foregoing, Lingble may not alter for Client the General Availability/Uptime percentage in Section 1, the remedies available for availability issues in Section 2, the severity levels and initial target response times in Sections 5 and 6, respectively, or the Man-days for minor enhancements available per period in Section 8, as they were at the time of the Effective Date of the Agreement. In the event the Service Level Agreement posted on this page is amended, Client should refer to the Service Level Agreement available at the Effective Date of the Agreement (the “Applicable Service Level Agreement”) for the Sections referred to in this paragraph. Lingble shall provide a copy of the Applicable Service Level Agreement to Client upon request.

11. Conflict of Terms. In case of any conflict between this Service Level Agreement and the terms of the Agreement or any applicable Order Form, the terms of the Service Level Agreement shall prevail.

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