This Service Level Agreement (this "SLA") forms part of the agreement between Zaui Software Ltd. ("Zaui") and the customer identified in the applicable order form, subscription agreement, or other ordering document ("Customer"), together with the Terms of Service, Master Subscription Agreement, or other governing agreement between the parties (the "Agreement").

This SLA applies only to the production version of the Zaui-hosted software services expressly identified in the applicable Order Form as being covered by this SLA (the "Service"). This SLA applies only to customers who have purchased, or are expressly entitled to, support coverage under the applicable Order Form. Unless expressly stated otherwise in an Order Form, this SLA does not apply to beta, trial, pilot, preview, sandbox, test, staging, or other non-production environments, nor to professional services, implementation services, custom development, data migration services, custom reports, or third-party services or integrations.

In the event of any conflict between this SLA and the Agreement, this SLA shall govern solely with respect to service levels, support obligations, service credits, and remedies for failure to meet the service levels expressly described herein. Capitalized terms not defined in this SLA have the meanings given to them in the Agreement.

1. Definitions

For purposes of this SLA:

"Availability Percentage" means the percentage calculated as follows for a calendar month:

Availability Percentage =
(TotalMinutesInTheMonth – DowntimeMinutes) / TotalMinutesInTheMonth × 100

"Business Hours" means 8:00 a.m. to 5:00 p.m. Pacific Time, Monday through Friday, excluding statutory holidays in British Columbia, Canada.

"Critical Application Error" means a reproducible defect in the Service that materially impairs a core production workflow for materially all or a significant subset of Customer's users, excluding issues caused by Customer configuration, Customer data, third-party services, third-party networks, unsupported customizations, or Excluded Downtime.

"Downtime" means the total number of whole minutes during which the production Service is unavailable to materially all users, excluding Excluded Downtime.

"Emergency Maintenance" means maintenance performed by Zaui that is necessary to address a security risk, service instability, legal or regulatory requirement, or other urgent operational issue.

"Excluded Downtime" means any unavailability, degradation, delay, failure, or performance issue excluded under Section 10.

"Initial Response Time" means the time between Zaui's receipt of a valid Problem Report and Zaui's first substantive response acknowledging the issue and commencing triage.

"Monthly Recurring Fees" means the recurring subscription fees and platform fees actually paid by Customer for the affected Service for the applicable calendar month, excluding transaction fees, payment gateway fees, professional services fees, implementation fees, taxes, third-party charges, and pass-through fees.

"Problem Report" means a support request submitted by Customer through Zaui's designated support channels, including by email to support@zaui.com, and for Severity 1 issues, by telephone or such other urgent support channel as Zaui may designate from time to time.

"Resolution" means, as determined by Zaui acting reasonably, any of the following: (a) a permanent correction; (b) a workaround; (c) restoration of materially affected functionality; or (d) identification of a reasonable action plan, target delivery window, or deferral to a future release where immediate correction is not commercially reasonable.

"Scheduled Maintenance" means planned maintenance notified by Zaui in advance in accordance with Section 6.

"Service Availability SLA" means the availability commitment in Section 2.

"Support SLA" means the support targets in Section 3.

2. Service Availability SLA

2.1 Availability Commitment

Zaui will use commercially reasonable efforts to make the Service available at least 99.9% of the time in each calendar month (the "Service Availability SLA").

2.2 Measurement

Availability shall be measured by Zaui using its standard monitoring systems, logs, and operational records, acting reasonably and in good faith. Zaui's records shall control for purposes of determining compliance with this SLA absent manifest error.

Availability is measured at the infrastructure and application service level in the production environment only. Availability does not include the performance or responsiveness of Customer's devices, local network, browser, internet service provider, telecommunications provider, firewall, or any third-party system, service, API, payment gateway, hosting component, CDN, or integration.

For clarity, any DNS outage, DNS resolution failure, DNS propagation delay, registrar issue, nameserver issue, DNS routing issue, DNS caching issue, or other domain-name related issue shall constitute Excluded Downtime and shall not count toward the Availability Percentage, whether occurring within Customer's environment, within any third-party provider environment, or otherwise, regardless of whether such issue affects access to the Service.

Unless expressly agreed otherwise in writing, this SLA does not guarantee any specific browser rendering time, page load time, end-user latency, third-party network transmission speed, or application response time.

3. Support SLA; Incident Priorities and Target Times

3.1 General

If Customer reports that the Service is not functioning properly, Zaui will use commercially reasonable efforts to investigate and address the issue in accordance with the target times below.

All target times in this SLA are goals only and not guarantees. Resolution times depend on issue complexity, reproducibility, third-party dependencies, Customer responsiveness, issue prioritization, and operational circumstances.

3.2 Severity Classification

Each Problem Report will be assigned a severity level by Zaui, acting reasonably and in good faith, based on the business impact and the information available at the time. Zaui may reclassify a Problem Report if additional information becomes available.

3.3 Target Times

Severity	Description	Support Coverage	Initial Response Time	Status Updates	Target Restoration / Workaround	Target Resolution
Severity 1 (Urgent)	Production Service is unavailable to materially all users, or a Critical Application Error materially prevents core transactions with no reasonable workaround.	24x7	1 hour	Every 4 hours until restoration or workaround	8 hours	Commercially reasonable efforts until Resolution
Severity 2 (High)	Material degradation of a major production function or a Critical Application Error affecting a significant subset of users, where workaround is limited.	Intake 24x7; remediation primarily during Business Hours	4 hours	Daily during Business Hours	2 Business Days	Next maintenance release, hotfix, or other commercially reasonable time frame
Severity 3 (Medium)	Minor production issue with limited business impact, or reasonable workaround exists.	Business Hours	2 Business Days	Weekly upon request	Commercially reasonable efforts	Backlog, scheduled release, or mutually agreed time frame
Severity 4 (Low)	General inquiry, cosmetic issue, configuration guidance, training request, feature request, enhancement request, or issue not materially affecting production use.	Business Hours	5 Business Days	As reasonably appropriate	Not applicable	No fixed commitment

3.4 Customer Obligations

Customer shall provide timely and reasonably sufficient information necessary for Zaui to investigate the issue, including timestamps, affected records, screenshots, steps to reproduce, log extracts where available, and a description of the operational impact.

Zaui shall not be responsible for delays caused by incomplete information, inability to reproduce the issue, lack of Customer cooperation, or Customer unavailability.

4. Application Error Handling

4.1 Scope

This Section applies where the Service is available, but Customer reports a Critical Application Error affecting core application behavior.

Examples may include failed transactions, duplicate transactions, materially incorrect application outputs, materially incorrect data transmitted by the Service to a supported third-party endpoint, or materially failed core workflow processing.

4.2 Investigation and Escalation

Zaui will investigate reported Critical Application Errors in accordance with the severity framework in Section 3.

If Zaui reasonably determines that the issue is caused by a third-party service, third-party integration, Customer configuration, Customer data, unsupported customization, user error, or other Excluded Downtime, the issue may be reclassified, deprioritized, or excluded from SLA measurement.

If the root cause of a Severity 1 Critical Application Error has not been identified within 8 hours after receipt of a valid Problem Report, Zaui shall escalate the issue internally for priority review.

If the root cause of a Severity 2 Critical Application Error has not been identified within 2 Business Days, Zaui shall escalate the issue internally for further review.

4.3 Remediation

If Zaui reasonably determines that the cause of the issue resides in the Service, Zaui shall use commercially reasonable efforts to provide a workaround, mitigation, correction, deferral to a future release, or other action plan within such time frame as Zaui determines is commercially reasonable in light of the nature, priority, reproducibility, and operational impact of the issue.

Where immediate correction is not reasonably practicable, Zaui may satisfy its obligation under this Section by providing a workaround, an interim mitigation, or a target delivery window for a fix.

4.4 Root Cause Analysis

For Severity 1 incidents, Zaui will use commercially reasonable efforts to provide a summary root cause analysis within 10 Business Days after restoration or material mitigation.

For Severity 2 Critical Application Errors, Zaui may provide a summary root cause analysis upon written request where reasonably appropriate.

4.5 No Separate Monetary Compensation

Except as expressly set out in Section 8 and subject to Section 12, Customer shall not be entitled to any separate reimbursement, damages, indemnity, or compensation for any Critical Application Error, including for failed transactions, refunds, chargebacks, processing fees, lost revenue, internal costs, customer claims, or other losses, except to the extent expressly required by non-waivable applicable law or expressly agreed in writing in the applicable Order Form.

5. Support Channels

Customer may submit Problem Reports through the support channels designated by Zaui from time to time, including:

• Email: support@zaui.com
• Urgent Issues: email plus telephone or other urgent contact method designated by Zaui

Zaui may require Customer to designate one or more support contacts authorized to submit and manage Problem Reports.

6. Scheduled and Emergency Maintenance

6.1 Scheduled Maintenance

Zaui may perform Scheduled Maintenance from time to time. Zaui will use commercially reasonable efforts to provide at least 24 hours' prior notice of Scheduled Maintenance.

Zaui will use commercially reasonable efforts to schedule maintenance outside peak usage periods, but does not guarantee any specific maintenance window.

Scheduled Maintenance shall not exceed eight (8) hours in any calendar month in the aggregate, except where reasonably required for major infrastructure upgrades, security remediation, legal compliance, or other necessary operational reasons.

6.2 Emergency Maintenance

Zaui may perform Emergency Maintenance at any time, with as much notice as reasonably practicable.

Scheduled Maintenance and Emergency Maintenance are excluded from Availability Percentage calculations.

7. Reporting

Zaui shall maintain records reasonably sufficient to measure Service Availability in accordance with this SLA, using Zaui's standard monitoring systems, logs, and operational records. Absent manifest error, Zaui's records shall control for purposes of determining compliance with this SLA.

Within fifteen (15) Business Days after the end of each calendar quarter, Zaui shall provide Customer with a quarterly summary report of confirmed Downtime events for the relevant quarter, identifying the date and duration of each such confirmed Downtime event. Such quarterly summary report may be delivered by written notification to Customer or by publication on Zaui.com.

Zaui shall have no obligation under this SLA to provide detailed root cause analysis, internal logs, engineering notes, source code, security materials, detailed internal incident records, or a separate assessment of business impact, except as otherwise expressly required by this SLA.

No audit, inspection, or on-site review rights are granted under this SLA.

8. Service Credits

8.1 Availability Credits

If Zaui fails to meet the Service Availability SLA in a calendar month, Customer shall be eligible for the following service credits for the affected Service:

Monthly Availability Percentage	Service Credit
Less than 99.9% but at least 99.0%	5% of Monthly Recurring Fees
Less than 99.0% but at least 95.0%	10% of Monthly Recurring Fees
Less than 95.0%	15% of Monthly Recurring Fees

8.2 Support Credits

If Zaui misses both the applicable Initial Response Time and the applicable Target Restoration / Workaround goal for the same valid Severity 1 incident, Customer shall be eligible for a service credit equal to 5% of Monthly Recurring Fees for that incident, up to a maximum of 10% of Monthly Recurring Fees in any calendar month.

No support credits apply to Severity 2, Severity 3, or Severity 4 issues.

8.3 Aggregate Monthly Cap

The total aggregate amount of all service credits issued under this SLA for any calendar month shall not exceed 15% of the Monthly Recurring Fees for the affected Service for that month.

8.4 Exclusive Credit Remedy

Service credits are the exclusive monetary remedy for any failure by Zaui to meet this SLA.

8.5 Form of Credit

Approved service credits will be applied only against future invoices for the affected Service. Service credits are not redeemable for cash and are not refundable, except to the extent non-waivable applicable law expressly requires otherwise.

8.6 Conditions

No service credit shall accrue or be payable for any period of Excluded Downtime, for any issue not timely and properly reported under this SLA, or for any issue that Customer did not materially suffer in production use.

9. Credit Request Procedure

Service credits shall be calculated solely by reference to the Monthly Recurring Fees actually paid by Customer for the affected Service for the relevant billing period. For clarity, Monthly Recurring Fees exclude transaction fees, payment gateway fees, taxes, third-party charges, pass-through fees, onboarding fees, implementation fees, professional services fees, custom development fees, one-time charges, and any other non-recurring amounts.

Service credits are not automatic unless Zaui expressly elects otherwise in writing.

Customer may submit claims for any applicable service credits relating to a reported calendar quarter within fourteen (14) days after receipt of the written notification or publication of the quarterly summary report on Zaui.com, as applicable.

Any such claim must include reasonable supporting details, including the relevant reported Downtime event(s), the affected Service, and the basis on which Customer believes a service credit is due.

Failure to submit a timely, complete, and substantiated claim waives Customer's right to receive the relevant service credit.

No service credit shall be due unless and until Zaui has reviewed and confirmed the applicable claim. If approved, the service credit shall be applied against a future invoice for the affected Service. Service credits are not redeemable for cash, shall not be applied as an offset against any current or overdue invoice, and are not refundable, except to the extent non-waivable applicable law expressly requires otherwise.

10. Exclusions

Zaui shall not be responsible for, and no service credit, refund, reimbursement, termination right, or other remedy shall arise from, any failure to meet this SLA to the extent caused by or resulting from any of the following:

1. force majeure events or circumstances beyond Zaui's reasonable control;
2. failures of Customer's systems, internet connectivity, networks, devices, browsers, firewalls, or local environments;
3. any DNS outage, DNS resolution failure, DNS propagation delay, registrar issue, nameserver issue, DNS routing issue, DNS caching issue, or other domain-name related issue, regardless of cause or location;
4. failures, delays, interruptions, throttling, rejections, API changes, outages, performance degradation, or errors of any third-party service, payment gateway, integration, hosting component, CDN, DNS provider, registrar, telecom provider, or external network;
5. Customer's configuration choices, Customer data issues, unsupported use cases, unsupported customizations, custom code, scripts, middleware, or third-party add-ons;
6. Customer's acts or omissions, including misuse of the Service, breach of the Agreement, failure to follow documentation, or failure to implement recommended fixes, patches, or configuration changes;
7. acts or omissions of Customer's users, contractors, agents, vendors, payment processors, or other third parties acting on Customer's behalf;
8. suspension, rate limiting, restriction, or termination permitted under the Agreement;
9. Scheduled Maintenance or Emergency Maintenance;
10. beta, preview, test, sandbox, pilot, non-production, or no-charge services;
11. security incidents, denial-of-service attacks, malicious activity, credential compromise, fraud attempts, or abuse directed at Customer or the Service;
12. inability to reproduce the issue, incomplete Problem Reports, or failure by Customer to provide reasonably requested cooperation;
13. false positives, non-reproducible issues, intermittent issues, or apparent outages not confirmed by Zaui's reasonable investigation;
14. performance issues that do not amount to Downtime, including latency, slowness, queueing, or partial degradation that do not materially render the Service unavailable to materially all users;
15. volume spikes, usage beyond contracted limits, abusive traffic patterns, extraordinary transaction loads, or unusual operational conditions; or
16. any other event or circumstance excluded by the Agreement.

For clarity, the exclusions in this Section apply whether the relevant event is temporary, intermittent, recurring, or sustained.

11. Termination for Repeated SLA Failure

If Customer becomes entitled to the maximum aggregate monthly service credit under Section 8 in four (4) or more calendar months in any rolling twelve-month period, Customer may terminate the affected Service for cause by giving Zaui written notice within 15 days after the fourth such month.

Any such termination shall take effect no earlier than 45 days after Zaui's receipt of the termination notice, and only with respect to the affected Service, provided that if Zaui presents and commences a commercially reasonable remediation plan within such 45-day period, Customer's termination right under this Section shall be suspended unless Zaui fails to materially implement that remediation plan.

Termination under this Section shall not relieve Customer of payment obligations accrued before the effective date of termination.

Except as expressly set out in this Section, Customer shall have no right to terminate the Agreement or any Service based on any alleged SLA failure.

12. Exclusive Remedies; Absolute Liability Cap

Except as expressly required by non-waivable applicable law, the service credits expressly provided under this SLA, together with any termination right expressly set out in Section 11, are Customer's sole and exclusive remedies for any failure by Zaui to meet the Service Availability SLA, Support SLA, or any obligation described in this SLA.

Without limiting the foregoing, Zaui shall not be liable under or in connection with this SLA for any lost profits, lost revenue, loss of business, loss of anticipated savings, loss of goodwill, customer claims, refunds, chargebacks, payment processing costs, third-party fees, internal administrative time, reputational harm, or any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages.

Notwithstanding anything to the contrary in this SLA, any Order Form, or the Agreement, and to the maximum extent permitted by applicable law, Zaui's total aggregate liability arising out of or relating to this SLA, any alleged SLA failure, any service credit claim, any Critical Application Error, and any matter addressed by this SLA, whether in contract, tort (including negligence), statute, strict liability, misrepresentation, restitution, indemnity, or otherwise, shall not exceed the lesser of:

(a) the Monthly Recurring Fees actually paid by Customer for the affected Service during the three (3) calendar months immediately preceding the first event giving rise to the claim; and
(b) CAD $10,000.

All service credits, refunds, reimbursements, offsets, and any other amounts payable under this SLA shall count toward, and not in addition to, the foregoing cap.

If the Agreement provides for a lower limitation of liability than the cap set out in this Section, the lower cap in the Agreement shall apply.

13. Changes to this SLA

Zaui may update this SLA from time to time by posting a revised version on its website or otherwise providing notice to Customer.

Any updated SLA shall become effective upon posting or notice, unless otherwise stated by Zaui. If Customer has an active committed subscription term and the updated SLA materially reduces the service levels applicable to the Service, the version in effect at the start of the then-current subscription term shall continue to apply until the next renewal, unless the change is required by law, security requirements, infrastructure changes, or discontinuation of the applicable Service offering.

14. General

This SLA applies only while Customer is current on all undisputed amounts due under the Agreement.

This SLA is personal to Customer and may not be transferred except as permitted under the Agreement.

Nothing in this SLA obligates Zaui to provide any feature, enhancement, integration, custom development, or product change not otherwise included in the Service purchased by Customer.