Prime AI Service Level Agreement – Visual Search

Effective date: 19th of January 2024.

PRIME AI PROVIDES THE FOLLOWING GUARANTEES FOR THE AVAILABILITY OF THE PRIME AI’S HOSTED VISUAL SEARCH SERVICES

If Prime AI does not meet this Service Level Agreement ("SLA") for its hosted Visual Search services under a Plan, and if Subscriber meets its obligations under this SLA, Subscriber will be eligible to receive the invoice credits limited to the proportion of the downtime, calculated as described below. This SLA states Subscriber's sole and exclusive remedy for any failure by Prime AI to meet the SLA.

Invoice credits are calculated as follows: Credit = (Subscription Price × Outage Period Minutes) ÷ Minutes in the applicable service month

The subscriptions covered by this SLA, the Monthly Guaranteed Uptime 99%.

Invoice Credits Terms and Conditions

Credits will be made in the form of a monetary credit applied to future use of the Service. A pending credit does not release a Subscriber from its obligation to pay Prime AI invoices submitted for payment in full when due.

In order for a Subscriber to be eligible to receive a credit under this SLA, the Subscriber must ensure Prime AI Software is implemented strictly following the provided guidelines.

Service Credits cannot be exchanged for, or converted to, monetary compensation. Service degradation or suspension as a result of a Subscriber exceeding limits under an applicable Prime AI subscription is not considered as an Outage covered by this SLA. Additional conditions apply as defined in Prime AI’s Terms of Service or Subscriber's subscription agreement.

Definitions

"Monthly Guaranteed Uptime" means the total number of minutes in a month, minus the number of minutes of Outage suffered from all Outages in a month, divided by the total number of minutes in a month and expressed as a percentage.

"Outage" means the hosted search API of the Services is unavailable for the applicable subscription.

"Subscription Price" means the base monthly subscription fee for the applicable Prime AI’s Visual Search Plan, exclusive of any fees related to add-ons or excess usage.

"SLA" means this Service Level Agreement.

Prime AI will provide at least (30) thirty days' advance notice for changes to the SLA that affect a Subscriber's Prime AI subscription by either: (i) sending an email to Subscriber's point of contact for notices; (ii) posting a notice to the applicable SLA webpage. If a change to the SLA has a material adverse impact on Subscriber and Subscriber does not agree to the change, Subscriber has the right to terminate the corresponding service order within (30) thirty days of notice of such change from Prime AI.

This SLA applies to Subscribers who subscribe to the listed Prime AI Plans on or after the date of last update. The changes are not retroactive. If you are an existing Subscriber as of that date, a description of your service level agreement may be found below.