Availability Objective: OverseeAI will provide 99% Availability (as defined below) for the Services within OverseeAI’s Immediate Control. For purposes hereof, “Availability” or “Available” means the Services are available for access and use through OverseeAI’s Internet connection.

“Immediate Control” means OverseeAI’s software and network services, in each case that are solely controlled by OverseeAI, extending to, including, and terminating at, the Internet Service Provider (“ISP”) circuit termination point on the router at OverseeAI’s facilities (i.e., public Internet connectivity).

Specifically excluded from the definition of “Immediate Control” are the following:

a. Modules, Customer Platforms, or any other Customer infrastructure.

b. Equipment, data, materials, software, hardware, services and/or facilities provided by or on behalf of Customer and Customer’s network services which allow the Customer to access the Services. These components are controlled by the Customer and their performance or failure to perform can impair or disrupt Customer’s connections to the Internet and the transmission of data.

c. Equipment, data, advertisements, materials, software, hardware, services and/or facilities provided by third party providers or service providers of Customer.

d. Acts or omissions of Customers, its employees, contractors, agents or representatives, third party OverseeAI’s or service providers of Customer or anyone gaining access to OverseeAI’s network at the request of Customer.

e. Issues arising from bugs or other problems in the software, firmware or hardware of third parties.

f. Delays or failures due to circumstances beyond OverseeAI’s reasonable control that could not be avoided by its exercise of due care.

g. Any outage, network unavailability or downtime outside OverseeAI’s own servers.

Availability Calculation: Availability is based on a weekly 7-day x 24-hour calculation. The calculation will be as follows: ((a – b) / a) x 100, where “a” is the total number of hours in a given calendar month, and “b” is the total number of hours that service is not Available in a given month. Specifically excluded from “b” in the calculation of the Availability measurement are (1) a service interruption caused by a security threat until such time as the security threat has been eliminated; (2) reasons of a force majeure event or events which are outside OverseeAI’s Immediate Control as defined above; (3) use of unapproved or modified hardware or software by or on behalf of Customer; (4) issues arising from misuse of the Services by Customer or its agents, customers or third party contractors; and/or (5) service interruption caused by Scheduled Maintenance as described below.

Scheduled Maintenance: OverseeAI will use all reasonable efforts to provide Customer with at least 48 hours advance notice, unless otherwise agreed by Customer, via e-mail or through the Services of all scheduled maintenance activities. Unless otherwise agreed by Customer in advance, OverseeAI will perform scheduled maintenance within a maintenance window from between the hours of 11:00 p.m. EST to 05:00 a.m. EST.

Remedies: The remedies stated in this Section are the Customer’s sole and exclusive remedies and OverseeAI’s sole and exclusive obligations for service interruption. In the event that OverseeAI is unable to provide the Availability objective noted below in any given calendar month, Customer will receive a credit on their next monthly invoice equal to the corresponding percentage noted below of one (1) month’s worth of the annual subscription fee for the Services for the month in which the Availability objective was not obtained, which will not exceed 10% of the fees due to OverseeAI for that calendar month (and, for clarity, does not include fees payable on Compute Units or additional Modules).