SERVICE LEVEL AGREEMENT (SLA)

1. Definitions‍

All terms identified by a capital letter, if they are not defined in this service level agreement (hereinafter the “SLA”), have the meaning given to them in the general conditions of provision of services and/or the general conditions of use of the Platform.

Customer: refers to any professional, natural or legal person, registered in the trade and companies register or any equivalent commercial register, having concluded a Contract with SMART GLOBAL.
Contract: refers to the subscription, by the Customer, to the contract for the provision of the Platform.
Platform: refers to the software platform called 'Smart Global Governance' developed and published by SMART GLOBAL and made available to the Customer in accordance with the terms of the Contract, and whose purpose is to organize and manage the compliance of the user entity with laws, regulations, references, standards, normative standards, normative standards and/or international and national certifications and, depending on the services subscribed by the entity, digitize existing standards on the Platform and/or create its own internal standards.
User: refers to the natural person who benefits from the services provided by the Platform and granted to the Customer, who is employed by the Customer or by subcontractors of the Customer, and authorized to use all or part of the Platform, regardless of where they are located and the methods of their access.
SMART GLOBAL: refers to the company SMART GLOBAL GOVERNANCE, a simplified joint stock company, with a capital of 3,350,535.32 euros, with its head office located at 300 rue du Vallon, Les Vaisseaux, 06560 Valbonne, 06560 Valbonne, registered in the Grasse Trade and Companies Register, registered with the Grasse Trade and Companies Register under number 853 951 556.
Working Days and/or Working Hours: refers to the days of the week from Monday to Friday between 8:30 and 17:30 (French mainland time), excluding French public holidays.

2. Purpose

The service level agreement (hereinafter the “SLA”) describes the support and maintenance services of the Platform provided by SMART GLOBAL, the guarantees of its availability, the measures to be taken in the event of service failures and the corresponding reaction and repair times.

All the guarantees described below apply to the subscription of a license on the Platform in Public or Private SaaS mode under the Contract. The specific developments contracted by the Customer concerning the Platform are not covered by the SLA until these developments have been validated by the Customer and made available in the Platform.

SMART GLOBAL may change, update, or supplement this SLA at any time. Such changes are communicated by email to the Customer (an email is sufficient). The Customer has the right to oppose the changes communicated to him. If the Customer does not object to all or some of the changes communicated within fifteen (15) Business Days following receipt of the notification, the changes communicated are considered to be recognized and accepted by the Customer and will be applicable automatically to him from the end of the aforesaid period. If the Customer objects to the changes communicated within the period of fifteen (15) Business Days mentioned above, the SLA will continue under the previous conditions. The Customer may send SMART GLOBAL any dispute, notification or various indications to the address indicated at the end of the SLA.

3. Duration‍

The SLA will take effect as of the subscription to the support and maintenance services of the Platform by the Customer, for the duration of the Contract. It will be renewed and/or cancelled under the same conditions as the Contract.

4. Operators/Accommodation‍

SMART GLOBAL offers various operators and network access providers that are located in the Customer's country.

SMART GLOBAL offers the Customer the various operator products if he wishes, in particular in terms of data or infrastructure security options, which seem to him to be the most suitable for his needs and the configuration requested, and taking into account the needs and indications given by the Customer.

Certain choices for securing the telecommunications network may require a direct contract between the Customer and the operator advised by SMART GLOBAL.

Back-up plan :
SMART GLOBAL cannot be held responsible for network line interruptions, it draws the Customer's attention in particular to the importance of choosing the operator's product and in particular the emergency option that it can offer by setting up a parallel line in the event of a network interruption.
SMART GLOBAL will work with the Customer to implement the emergency communications plan defined by the Customer.

5. PLATFORM AVAILABILITY

The availability rate is the percentage of time, during a given period, that the Platform is accessible and its main features are functional.The Platform is considered unavailable if it is impacted by a blocking Anomaly.The unavailability rate is calculated as follows:

• Annual downtime rate (%) =(total number of hours - number of hours of downtime) / (total number of hours) × 100

The above calculations relate to a calendar year (from January 1st at 0:00 a.m.). The Platform Availability Rate Guarantee (GTD) is SMART GLOBAL's commitment to provide a minimum level of Availability Rate. Specifically, the Platform must have an availability rate of 99.9%. Over a one-year period, this means that it cannot be unavailable for more than 8 hours, 45 minutes and 36 seconds in total. In addition, for 90% of content loaded, the Platform must display a maximum loading time of less than 4 seconds. In the event of an incident, the recovery time is specified in the "Maintenance" paragraph.

6. Quality of SERVICE

SMART GLOBAL is not in a position to guarantee continuity of service, performed remotely via the Internet, which the Customer acknowledges and accepts without reservation. In the event of failure of the host chosen by the Customer, SMART GLOBAL undertakes to act as an intermediary with the said host and to make its best efforts to propose a suitable solution. In addition, it is the Customer's responsibility to comply with the volume thresholds indicated in the Contract and to inform SMART GLOBAL in the event of an increase in its requirements in terms of processing capacity.SMART GLOBAL undertakes to implement effective controls in order to provide reasonable assurance that the Customer can access and use the Platform 24 hours a day and 7 days a week.SMART GLOBAL guarantees the implementation of the Platform in accordance with the SLA. The Platform, including one or more of its functionalities, may be occasionally suspended due to preventive or evolutionary maintenance interventions necessary for the proper functioning of the servers or the Platform.

In the event of an interruption of the Platform for maintenance, SMART GLOBAL undertakes to comply with the operating procedure described below so that the Customer can be informed of the interruption as well as possible, and so that it can make arrangements sufficiently in advance to avoid any disruption to its activity. SMART GLOBAL cannot be held responsible for the possible impact of this unavailability on the Customer's activities and in particular for the compensation of any prejudice that may be claimed by the latter. SMART GLOBAL will be liable for any consequences of an interruption or suspension of the Platform for maintenance if the present procedure has not been respected by SMART GLOBAL and in particular if it has not warned the Customer sufficiently in advance to enable it to anticipate the maintenance suspension and to adapt, if necessary, its operation.SMART GLOBAL has in particular set up a redundant system allowing uninterrupted service.

7. CUSTOMER SUPPORT

If the Customer has expressly requested it in the Quotation, SMART GLOBAL will assist the Customer in installing, configuring and using the Platform.SMART GLOBAL's support includes in particular:

• Necessary initial technical training and assistance in configuring and using the Platform properly.Necessary data and best practices for its optimal use.Procedures for investigating and characterizing problems, implementing a Workaround or correction.

The Customer undertakes to select a group of Users ("Dedicated Users") who will be the main points of contact for the Customer's Users in their daily use of the Platform, and for SMART GLOBAL's support for initial installation activities, project reviews and the provision of maintenance. In particular, Dedicated Users will provide the Customer's Users with general assistance and will carry out an initial analysis of the problems mentioned by the Users before involving SMART GLOBAL. Dedicated Users will take appropriate measures to characterize and resolve any problem that is not categorized as a Platform Anomaly, for example, problems that may be due to :

• Improper use of the Platform,The User's Internet connection, or the equipment used to connect to the Platform,The unavailability or malfunction of the Customer's services or those of the Customer's third parties interconnected to the Platform.

If none of the procedures undertaken by the Customer's Dedicated User(s) enable the Platform malfunction to be resolved, the Customer will present the problem to SMART GLOBAL. The problem can then be notified to SMART GLOBAL support via the communication channels defined in article 8 below. The problem will then be dealt with under corrective maintenance, in accordance with article 9.1 below.

8. Communication‍

The Customer can communicate with SMART GLOBAL's assistance: By e-mail at support@smartglobal.com,Par on the online support interface available on the Platform,By telephone during Working Days at the numbers listed on the Platform.The Customer is informed that support is only available in French and English.

9. Maintenance‍

SMART GLOBAL provides the Customer, as part of an obligation of means, with a maintenance service for the Platform, under the conditions defined below.

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9.1. Corrective maintenance

During the term of the Contract, SMART GLOBAL will provide corrective maintenance for the Platform and will make its best efforts to ensure that it functions correctly. In order to be processed, the Anomaly must be described by the Dedicated User in a precise and documented manner. Upon receipt of the notification of the Anomaly by the Dedicated User, and within the set deadlines, SMART GLOBAL will qualify the Anomaly according to criteria linked to its seriousness (blocking, major or minor). SMART GLOBAL will then make every effort to correct the Anomaly as quickly as possible, according to :

• Guaranteed response time (GTI) of 4 business hours and guaranteed recovery time (GTR) of 8 business hours for a blocking anomaly (critical service failure causing total interruption of service), GTI and GTR of 8 working hours for a major fault (major service failure causing massive service interruption or major delays),GTI of 24 working hours and "best effort" recovery for a minor fault (standard service failure having no or negligible impact).

SMART GLOBAL will inform the Customer as soon as possible if the malfunction is not related to the service.SMART GLOBAL will inform the Customer as soon as the Anomaly has been eliminated.The method of dealing with the Anomaly will be left to the discretion of SMART GLOBAL and may take the form of a program correction, a workaround or any other means that prevents the reproduction of the Anomaly concerned.

9.2 Upgradeable maintenance

SMART GLOBAL will make its best efforts to maintain the Platform in good working order by supplying and installing, in a timely manner, the necessary updates that make it possible, in particular, to adapt the Platform to the technological evolution of networks and computer equipment, or to improve its use. In order to ensure this maintenance, SMART GLOBAL will intervene, either on its own initiative, or at the request of the Client when an event likely to lead to an Anomaly requires an update of the Platform. SMART GLOBAL will automatically provide the Customer, at no additional cost, with the updates to the Platform resulting from the execution of the maintenance services, to the exclusion of any major update to the Platform (new version of the Platform) and/or installation of new functionalities, which will be carried out by quotation, according to the Customer's requests.

SMART GLOBAL's evolutionary maintenance operations may render all or part of the Platform temporarily unavailable. SMART GLOBAL will inform the Customer, by any means, of the availability of an update in order to limit as far as possible the interruption of the Platform for Users. Any planned maintenance that results in an interruption of service of more than 30 minutes is communicated to the Customer by e-mail, at least 48 hours in advance, with an indication of the time of the maintenance, the expected duration of the interruption and the anticipated degree of severity of this interruption. As far as possible, any planned maintenance operation entailing an interruption of more than 30 minutes will be carried out between 7.30 p.m. and 7.00 a.m. on Fridays.

10. CUSTOMER'S OBLIGATIONS

The Customer undertakes to cooperate actively and in good faith with SMART GLOBAL in order to enable it to perform the maintenance services for which it is responsible in accordance with the terms of the SLA and, more generally, of the Contract. In this respect, the Customer undertakes (i) to spontaneously communicate all events, information or documents useful for the proper use of the Platform and the proper performance of the Contract, (ii) to put SMART GLOBAL in contact with the Customer's Dedicated Users, (iii) to provide SMART GLOBAL with all necessary access to its IT environment to enable it to carry out the services in accordance with its commitments, and (iv) to assist SMART GLOBAL, at the latter's request, in carrying out the maintenance services and to implement all measures requested by SMART GLOBAL in this respect. The Customer also undertakes to regularly inform SMART GLOBAL of any element relevant to the proper use of the Platform.

The Customer undertakes to use the Platform in accordance with the terms of the SLA, SMART GLOBAL's recommendations and instructions communicated by the Customer, in particular in the Platform documentation and/or in the context of providing support and/or maintenance services for the Platform and, more generally, in accordance with the terms of the Contract. The Customer also undertakes to report to SMART GLOBAL, without delay and in accordance with the procedures provided for in the SLA, any Anomalies, information, events, incidents and/or useful documents that may be communicated to it and/or transmitted by the Users, in order to enable SMART GLOBAL to perform the maintenance services in accordance with the terms of the SLA.

11. Safety

SMART GLOBAL is committed to securing access to and use of the Platform. SMART GLOBAL has implemented effective controls to protect against unauthorized physical and electronic access to SMART GLOBAL's operating systems and applications, as well as to the Customer Data, in order to provide reasonable assurance that access to the systems and the Customer Data is limited to authorized persons and that they are protected against any use that does not comply with their use. SMART GLOBAL is also concerned about the protection of the personal data of Customers and Users, in accordance with the regulations applicable to the protection of personal data and in particular Regulation (EU) No. 2016/679 of the European Parliament and of the Council of April 27, 2016 known as the "RGPD" and Law No. 78-17 of January 6, 1978 as amended known as the "Loi Informatique et Libertés". To find out more about the personal data protection rules published by SMART GLOBAL, the Customer is invited to consult SMART GLOBAL's Privacy Policy, available at the following address:https://www.smartglobalgovernance.com/politique-de-confidentialite.

12. Exclusions‍

Without prejudice to any other provision of the Agreement, SMART GLOBAL shall be automatically released from any obligation and liability for the maintenance of the Software Solution in the following cases:

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