Support

1. Definitions

Unless otherwise defined in herein, capitalized terms shall have the meanings set forth below.  Capitalized terms used but not defined herein have the meanings given to them in the Agreement.

a. “Affected Services” means the specific subscription(s), End-User account(s), or other unit(s) of the Services that experience an Outage.

b. “Annual Wholesale Cost” means the aggregate Wholesale Cost (as defined in the applicable Order Form and Fee Schedule) actually invoiced by Gigs for all Services rendered to Partner during any rolling twelve (12)-month period.

c. “Incident” means a question, concern, or an issue raised in relation to the Services.

d. “Gigs Status Page” is the website where Gigs provides availability reporting concerning the Gigs Platform Services, including, for example, Monthly Uptime Percentages, Maintenance, and Outages, located at https://status.gigs.com/.

e. “Maintenance” means Gig’s maintenance of the Gigs Platform Services conducted in routine fashion or reasonable emergency maintenance.

f. “Monthly Uptime Percentage” means the number of minutes the Gigs Platform Service is accessible and not subject to an Outage during a calendar month divided by the total number of minutes in that calendar month.

g. “Outage” means an unplanned interruption or material disruption of the Gigs Platform Services, but excluding unavailability to the extent caused by (i) Partner’s use of the Gigs Platform Service other than as authorized in the Agreement or Documentation, (ii) force majeure events or other factors outside of Gigs’s reasonable control, (iii) Partner’s infrastructure, or (d) Maintenance.

h. “Partner Product(s)” means Partner’s product(s) and/or application(s) using Gigs APIs.

i. “Resolution” or “Resolved” means Gigs has provided Partner or the End User with a solution, workaround, or action plan addressing the escalated issue, regardless of whether further action is required by the Partner or End User to complete the resolution.

j. “Service Credit” means, where eligible, a credit issued by Gigs equal to the applicable percentage (set forth in Section 4(b)) of the Wholesale Cost (as defined in the applicable Order Form and Fee Schedule) for the Territory where the failure of Platform Availability occurs and only for the Affected Services during the applicable measurement period. Service Credits shall be calculated (i) on a pro-rata basis for any partial calendar month in which an Outage occurs, (ii) using the Wholesale Cost actually invoiced for the Affected Services during such period (regardless of any subsequent changes to pricing for other services), and (iii) without duplication or aggregation across unrelated Incidents or across Services that were not affected by the same Outage.  The total Service Credit depends on actual subscription volumes and the actual Monthly Uptime Percentage achieved during the period in question.

k. “Service Credit Cap” means fifty percent (50 %) of the Annual Wholesale Cost.

l. “Time to Acknowledgement” means the elapsed time between Partner’s submission of a properly formed issue escalation and Gigs’ initial acknowledgment of receipt of that escalation.

2. Gigs Service Levels

a. Platform Availability.  Gigs shall use commercially reasonable efforts to provide the Gigs Platform Services at or above a targeted Monthly Uptime Percentage of 99.9% (“Platform Availability”).   Gigs will provide availability reporting and updates via the Gigs Status Page.  Partner is responsible to sign up for notifications from the Gigs Status Page prior to launch of the Services.

b. Maintenance.  Gigs will use commercially reasonable efforts to provide advance notice of planned Maintenance through the Gigs Status Page. Planned Maintenance windows will typically not exceed one (1) hour per instance and three (3) instances per calendar quarter.  Notwithstanding the foregoing, Gigs may conduct additional or extended Maintenance if required for operational or security reasons, and where reasonably practical will notify Partner in advance through the Gigs Status Page.

3. Incident Management

a. Partner Responsibility.  Except as separately agreed in writing, Partner is solely responsible for managing the End User relationship and for supporting Partner Products. Partner shall provide first-level support for Incidents to End Users prior to escalating to Gigs. Such first-level support shall include: (i) educating End Users on product features and functionality; (ii) performing basic troubleshooting of device, application, and connectivity issues; (iii) attempting resolution through available Partner tooling, including Gigs APIs and Dashboard functionality; and (iv) validating that the Incident is not attributable to Partner Products (including their configuration or integration).  For the avoidance of doubt, Gigs’s support obligations to Partner in this Exhibit C shall apply only after Partner has completed its review and reasonably determined that the Incident relates to the Gigs Platform Services and/or Third-Party Connectivity Services.

b.Gigs’s Support.  Gigs shall use commercially reasonable efforts to provide Incident support to Partner (“Support”) in accordance with table below.  Gigs will assign a priority to each Incident request submitted.  Support by Gigs is limited to remediation of issues with the Gigs Platform Services, as well as coordination with Third-Party Connectivity Providers to address network-related issues.  Notwithstanding the foregoing, Partner acknowledges and agrees that certain Incidents (including, for example, those arising from Third-Party Connectivity Providers, zero-day vulnerabilities, or Force Majeure Events) are not within Gigs’s control and/or may not be resolved within the targeted timeframes, and Gigs’s shall have no liability for such events. Gigs will notify Partner if it becomes aware of any such Incidents, and will provide regular updates and remediation guidance as information becomes available via the Gigs Status Page.

¹Time to Acknowledgement is defined as the time from Partner’s submission of a properly formed ticket (in accordance with Section 2(d), below) to initial acknowledgement by the Gigs Support team.

Exclusions to Gigs Support.  Gigs will have no obligation to provide Support to the extent caused by:  (i) use of non-Gigs provided or approved software, hardware, or networks; (ii) Partner’s unauthorized or non-conforming use of the Gigs Platform Services; (iii) failure by Partner to apply Gigs-issued corrections, updates, or best practices; or (iv) Partner’s failure to perform first-level support obligations as described in Section 2(a).

d. Escalation Requirements.  Prior to requesting support from Gigs for any Incident, Partner shall ensure that it has:

(i) Performed first-level support as described in Section 2(a), above; and

(ii) Documented all steps taken and provided required information, which shall include:

• Description of Incident

• Description of expected resolution or outcome

• Troubleshooting steps performed

• User or subscription identifiers (e.g., ICCID, Subscription ID)

• Date/time of Incident occurrence

• Screenshots or logs, as applicable

4. Service Credits

a. Eligibility.  Beginning three (3) months after the Effective Date, upon Gigs’s failure to meet Platform Availability during any given month (“Affected Month”) for two (2) or more consecutive months, Partner shall be entitled to request a Service Credit for the Affected Month(s) as set forth in this Section 3.  Partner must submit any claim for a Service Credit within thirty (30) days after the end of the relevant Affected Month, accompanied by reasonable supporting documentation.

b. Calculation.  The amount of the Service Credit for each Affected Month shall equal the percentage set forth in the table below multiplied by the Wholesale Cost attributable solely to the Affected Services for that same period.  When an Outage spans only a portion of a calendar month, the Wholesale Cost used for the calculation shall be prorated based on the number of minutes during which the Outage occurred relative to the total minutes in that month.

Non-Cumulative Credits.  Service Credits are non-cumulative and shall not be aggregated across separate and unrelated Outages, Incidents, or Affected Services. For avoidance of doubt, each Outage gives rise to at most one (1) Service Credit with respect to the specific Affected Services impacted by that Outage.

d. Application and Cap.  Service Credits will be applied as a monetary credit against the next invoice issued by Gigs following validation of the applicable claim, provided Partner’s account is then current. Under no circumstances shall the total Service Credits applied in any rolling twelve (12)-month period exceed the Service Credit Cap.

e. Exclusive Remedy.  Service Credits constitute liquidated damages and are Partner’s sole and exclusive remedy, and Gigs’s entire liability, for any failure to meet the Platform Availability commitment or for any Outage or degradation of the Services, notwithstanding any other term of the Agreement or any theory of law or equity.

f. Illustrative Example.  If (a) the Wholesale Cost for all Partner subscriptions in Month 1 is $100, but only $40 relates to the Affected Services, and the Monthly Uptime Percentage is 99.5%, then the Service Credit equals $0.80 (2% × $40).  If (b) in Month 2 the Wholesale Cost for all Partner subscriptions is $200, of which $50 relates to the Affected Services, and the Monthly Uptime Percentage is 87%, the Service Credit equals $12.50 (25 % × $50). The cumulative Service Credits awarded during that twelve-month period will be tracked against the Service Credit Cap.

5. Force Majeure Events

Neither Party shall be liable for any failure or delay in performance under this Exhibit C to the extent caused by events beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemic or epidemic events, governmental actions or regulations, labor disputes, failures of internet infrastructure or cloud providers, denial-of-service attacks, or acts of terrorism (each, a “Force Majeure Event”). The affected Party shall provide reasonable notice to the other Party of the Force Majeure Event and shall use commercially reasonable efforts to resume performance as soon as practicable.

6. Paid End User Support

Upon request by Partner, Gigs shall provide support services directly to Partner’s End Users subject to additional applicable rates and terms as further described in the Order form and/or Fee Schedule (“Paid End User Support”).  In cases where Paid End User Support is provided by Gigs, Partner remains responsible for support and resolution of issues arising from the Partner’s Product, application, and non-Gigs related services.