NightBeacon Command Service Level Agreement

Scope. This Service Level Agreement applies solely to the Hosted Services as made generally available by Binary Defense to its customers and does not apply to any Beta Features.

Certain Definitions. For purposes of this Service Level Agreement, the following terms shall have the meaning set forth herein. Capitalized terms used in this Service Level Agreement but not defined herein, shall have the meaning otherwise ascribed thereto in the Hosted Subscription Agreement (the “Agreement”).

“Incident” means an outage, error, defect, deficiency, failure or other similar event within the control of Binary Defense that materially degrades or prevents the Customer from accessing or utilizing the core production functionality of the Hosted Services, excluding isolated feature degradation, non-material performance degradations, or outages, errors, defects, deficiencies, failures or other similar events in or with respect to Beta Features, optional modules, or third-party integrations.

“Scheduled System Down Time” means the total time during which the Hosted Services are down and not made available to Customer due to planned maintenance or correction.

“Service Credit” means a credit of fees prepaid by Customer to Binary Defense in an amount equal to the percentage of the fee otherwise payable by Customer pursuant to the Order for a period during which Unscheduled System Down Time occurs.

“System Availability” means the percentage of time during which the Hosted Services are available to Customer and working without Incident (as further defined herein).

“Unscheduled System Down Time” is any time during which the Hosted Services are not available to Customer due to an Incident. For clarity, an Incident that is caused by a Force Majeure Event, including, without limitation, a third-party cloud provider outage, will not be deemed Unscheduled System Down Time.

1. Support and Maintenance of Hosted Services. Binary Defense will use commercially reasonable efforts to maintain and provide or cause to be provided support for the Hosted Services in accordance with its then current support policies. Support and maintenance of the Hosted Services shall include, without limitation, the following:

(a) Maintain and operate, on a 24 hour per day, 7 day per week, 365 day per year basis, the Hosted Services with not less than a 99.5% rate of System Availability.

(b) Scheduled System Downtime shall not be performed during Customer’s regular business hours, and Customer shall be given at least seven (7) days prior written notice of any period of Scheduled System Down Time. In the event Unscheduled System Down Time is necessary, Binary Defense shall advise Customer as soon as reasonably practicable prior to commencing the same.

(c) Provide software support and maintenance for Hosted Services including, without limitation, correction of software “bugs”, errors and defects so that the Hosted Services operate in the manner for which they are intended.

(d) Satisfy the Emergency Response Procedure (described in Section 2 below) and the System Availability requirements set forth in this Service Level Agreement.

2. Emergency Response Procedure.

Binary Defense will use commercially reasonable efforts to correct any Incident that causes Unscheduled System Down Time as quickly as possible and minimize the adverse impact of the Unscheduled System Down Time on the provision of Hosted Services. The response of any Incident that causes Unscheduled System Down Time will be conducted in accordance the Emergency Response Procedure set forth in this Section 2 of the Service Level Agreement.

(a) Incident Classification. When an Incident occurs with regard to the Hosted Services and is reported to Binary Defense by Customer, Customer will assign a severity level to each Incident based on the Incident Classification Table below, which is subject to Binary Defense’s verification and final classification in its sole discretion.

Incident Classification Table

Classification	Criteria
Severity Level 1 (Critical)	Means that the use or accessibility of the Hosted Services is at a halt as a result of an Incident.
Severity Level 2 (Serious)	Means a serious disruption of a major function of the Hosted Services which cannot be solved by a workaround.
Severity Level 3 (Degraded)	Means any of the following: (i) a non-critical Incident which does not render the Hosted Services inoperable or non-accessible, or for which a workaround is available; or (ii) a reported Incident that does not qualify as a Severity Level 1 or Severity Level 2 problem.

(b) Error Reporting and Response. If Customer becomes aware of an Incident, Customer will report the Incident to Binary Defense together with a reasonable description thereof and an assignment of a severity level. Binary Defense will take the following steps, in accordance with the Target Response Table below.

Step 1. Binary Defense will use commercially reasonable efforts to respond to Customer’s reported Incident as indicated in the Target Response Table below.

Step 2. Binary Defense will use commercially reasonable efforts to address the Incident and Binary Defense will use commercially reasonable efforts to correct the Incident or provide a workaround which enables the Hosted Services to function as indicated in the Target Response Table below.

Target Response Table

Severity	Step 1	Step 2
1 (Critical)	Initial response to Customer within 1 hour following initial contact by Customer	Immediate and continuing effort, but in all events within 24 hours of initial contact by Customer
2 (Serious)	Initial response to Customer within 4 hours following initial contact by Customer	Immediate and continuing effort, but in all events within 2 business days following initial contact by Customer
3 (Degraded)	Initial response to Customer within 1 business day following initial contact by Customer	Within 10 business days following initial contact by Customer

3. System Availability and Service Credits.

(a) Required Monthly System Availability. As part of the Hosted Services, Binary Defense will use commercially reasonable efforts to ensure a level of monthly System Availability for the Hosted Services. Binary Defense will use commercially reasonable efforts to ensure that the Hosted Services are available, accessible and usable by Customer at a rate not less than a System Availability of 99.5%.

(b) Calculation of Monthly System Availability. System Availability shall be calculated on a monthly basis and will be expressed as a percentage and determined as follows:

Monthly System Availability	=	Total time in month – Unscheduled System Down Time in month	* 100
		Total time in month - Scheduled System Down Time in month

(c) Scheduled System Down Time. Customer shall be given at least seven (7) days prior written notice of any period of Scheduled System Down Time.

(d) Service Credit. In the event that Binary Defense fails to meet a System Availability of 99.5% during any month of the Term, Customer must submit a Service Credit request in writing within thirty (30) days following the applicable month when the service failure occurred, which must include reasonable supporting documentation of the same. Failure to timely submit a Service Credit request will waive Customer’s right to receive any Service Credit for the applicable month. If Customer timely submits a Service Credit request and Binary Defense confirms that a Service Credit is owed to Customer, Customer will receive Service Credits as specified in the table below.

System Availability	Service Credit
99.5% - 100%	No Service Credit
98.50% - 99.49%	2% of Fees paid attributable to the given month
97.00% - 98.49%	5% of Fees paid attributable to the given month
95.00% - 96.99%	7% of Fees paid attributable to the given month
Less than 95%	10% of Fees paid attributable to the given month

(e) Remedy. Service Credits provided under this Service Level Agreement shall constitute Customer’s sole and exclusive remedy, and Binary Defense’s sole liability, for any failure to meet the System Availability during any month of the Term.