1.0 Definitions

“Business Days” means any day other than Saturday, Sunday, or a U.S. federal holiday.

“Business Hours” means 8:00 a.m. to 6:00 p.m., Central Time (CT), Monday through Friday, excluding U.S. federal holidays.

“Availability” or “Available”:  the time during the applicable month during which the Subscription Services is running and accessible to Customer for which there is no Excused Downtime.

“Emergency Maintenance”: unplanned maintenance in response to specific events, including High priority incident responses, that adversely affect the Availability of the Subscription Services. 

“Excused Downtime”: any unavailability of the Subscription Services resulting from Scheduled Downtime, Emergency Maintenance, a Force Majeure Event, Azure infrastructure outages or degradation, or Network connectivity issues outside Neostella’s control. 

“Monthly Uptime Percentage”: the percentage of time the Subscription Services is Available, as calculated on a monthly basis in accordance with the formula in Section 2.3. 

“Scheduled Downtime”: scheduled downtime in which Neostella performs standard maintenance of the Subscription Services. Neostella will use commercially reasonable efforts to provide at least five (5) business days’ prior notice to Customer of Scheduled Downtime and perform the maintenance in accordance with Section 2.2.

“Unexcused Downtime”: interruptions to the Subscription Services that have not been previously communicated to Neostella that result in the Subscription Services not being Available to Customer and which is not otherwise Excused Downtime. 

2.0 Service Commitment.

2.1 Availability. 

Neostella will use commercially reasonable efforts to maintain a Monthly Uptime Percentage of at least 99.5% for the Subscription Services. 

2.2 Scheduled Downtime.

Neostella will exercise reasonable efforts to perform scheduled system maintenance resulting in Scheduled Downtime between the hours of 1am to 5:00 AM CST and to limit any Scheduled Downtime to no more than eight (8) hours per month. Neostella will use commercially reasonable efforts to coordinate with Customer in advance of any maintenance tasks requiring more time than available in the foregoing window.

2.3 Calculating Monthly Uptime Percentage.

The Monthly Uptime Percentage is calculated for a given calendar month using the following formula: 

Monthly Uptime Percentage =
Total number of minutesin a given calendar month	minus	Total number of minutes of Unexcused Downtime in a given calendar month
Total number of minutesin a given calendar month

2.4 Reporting

Upon Customer’s request, Neostella will provide a monthly Availability report or otherwise make such report available to Customer identifying Monthly Uptime Percentage of the prior month. For clarity, such report will be Neostella’s Confidential Information.

2.5 Service Credits

If the Monthly Uptime Percentage goal is not met during any calendar month, Customer’s sole and exclusive remedy, and Neostella’s sole liability, will be the following service credits based upon the actual Monthly Uptime Percentage for such month:

Monthly Uptime Percentage	Service Credit Percentage
Less than 99.5% but equal to or greater than 99.0%	5%
Less than 99.0% but not less than 95%	15%
Less than 95.0%	35%

• For purposes of the service credit calculation, the service credits for a given month will be calculated as the Service Credit Percentage set forth above multiplied by 1/12th of the annual Fees paid. At Neostella’s discretion, the service credit will be applied as a credit to the Customer’s account, or by refund to Customer within thirty (30) days of the date such service credit is earned. Any unused service credits will expire upon the expiration or termination of this Agreement.
• Credit Requests must be submitted within 15 days of month end to help@neostella.com.
• Credits apply only to downtime caused by Neostella software. For Amazon Web Services(AWS) infrastructure downtime, Neostella will assist Customer in documenting such claims and pursuing credits directly with AWS if available.
• The maximum total service credits in any 12-month period shall not exceed 20% of annual Fees paid by Customer. 

2.6 Termination Right:  Notwithstanding the foregoing, if the Monthly Uptime Percentage falls below ninety-five percent (95%) for two (2) consecutive calendar months, or for any three (3) calendar months within a contract year, Customer shall have the right to terminate this Agreement upon written notice and receive a pro-rated refund of any prepaid, unused Fees. 

3.0 Support 

3.1 Support Channels

All support requests should be made via the following:

• Email: help@neostella.com
• Live Chat
• Online Support portal: help.neostella.com 
• Phone: Number is provided within the Neostella platform

Not Included in Support:

• Custom development work (use development hours or SOW)
• Data migration beyond initial onboarding
• Third-party system troubleshooting

4.0 Customer Requirements

Customer will ensure the reasonable availability of Customer representative(s) when resolving a Customer support request.

4.0 Incident Management 

Severity	Definition	Acknowledgement Time	Process	Service Level
Severity 1 – Urgent	Service unavailable or critical feature inoperable; all Users denied access; no workaround available.  Example: Users cannot log in.	1 Hour	Neostella provides uninterrupted isolation and determination; fix implemented immediately when available; permanent resolution at next opportunity if required.	Begin work immediately; Issues worked continuously until resolved.
Severity 2 – High	Issue materially impairs substantial, but not mission-critical, functions; workaround may exist but performance degraded.  Example: Missing screen view, some data inaccessibility, database lockout	3 Business Hours	Continuous until workaround identified and implemented; permanent resolution at next opportunity if required.	Issues worked continuously until resolved.
Severity 3 – Medium	Service impaired (e.g., poor response times, incorrect data, improper presentation);  small percentage of users moderately affected; workaround available.  Example: Unable to process data on one form.	8 Business Hours	Support during Business Hours.	Reasonable efforts to resolve, provide workaround, or correct in future Service Update.
Severity 4 – Low	Service not impaired but could be improved.  Example: Feature request or cosmetic change.	5 Business Days	Support during Business Hours.	Create/reopen Case.

4.1 Reporting Requirement: 
Subscriber and Users must report all Issues within five (5) Business Days of occurrence. Issues reported after this period may, at Neostella’s discretion, be excluded from the Service Levels above. 

4.2 Exclusions: Incident Response and Service Levels do not apply to issues caused by: 
(a) Customer’s use of Subscription Services in a manner not in accordance with the Agreement; 
(b) Customer’s breach of its obligations under the Agreement; 
(c) modifications to the Subscription Services not made or authorized by Neostella; or 
(d) third-party software or hardware not provided by Neostella.