This Service Level Agreement ("SLA") is a policy governing the use of the Platforms ("Service") provided by Audience, LTD ("Audiense") to you ("Customer") under the terms of Audiense’s Terms of Service. This SLA is made in conjunction with the [insert name of the Agreement, e.g., Master Services Agreement] (“Agreement”) executed between the two “Parties.”

1. Definitions

• Service Availability: The percentage of total time during which the Service is available to the Customer, excluding Scheduled Maintenance and any other agreed-upon exceptions.
• Scheduled Maintenance: Planned downtime for which the Customer has been notified in advance, typically conducted during off-peak hours.
• Response Time: The time it takes for Audiense to acknowledge and begin addressing an issue after it has been reported by the Customer.
• Resolution Time: The time it takes for Audiense to resolve an issue after it has been reported by the Customer.
 

2. Service Availability

• Service Uptime: Audiense commits to 99% uptime each month, excluding Audiense’s Scheduled Maintenance and any other exceptions outlined in this agreement.
• Downtime: Any period during which the Service is unavailable due to unplanned issues, not including Scheduled Maintenance, force majeure events, or issues caused by the Customer.
 

3. Support Services

• Support Hours: Audiense will offer support from 8 AM to 5 PM, Central Time, Monday to Friday, excluding holidays.
• Support Channels: Support will be provided via email, phone and support portal.
• Audiense shall comply with the following Severity Level assurances during regular business days.
 

Severity Level (Definition)

Business

Response Times

Technical

Response Times

Resolution Times

Severity Level 1

An error, for which no workaround has been provided, has continued to cause Customer’s use of the Service or a significant component thereof to remain stopped, continues to substantially deviate from the specifications such that the Customer cannot reasonably continue to use such or the error has caused a significant reduction in productivity.

Two (2) Business Hours

Twenty- four (24) Hours

Worked continuously until resolved or a commercially reasonable workaround is provided

Severity Level 2

Customer's use of the Service or a significant component thereof is continuing (not stopped); however, the error is causing a serious impact on the Customer's productivity and/or service levels.

Four (4) Business Hours

Five (5) Business Days

Best Efforts to resolve (e.g., work until it complies with specifications and/or a permanent correction or a commercially reasonable workaround has been

provided)

Severity Level 3

Customer is in full working mode and the error is having only minor impact on Customer's use of the Service or is not currently impeding such use but Customer suspects the error will have an impact on such use prior to the issuance of the next release.

Four (4) Business Hours

Twelve (12)

Business Days

Best efforts to resolve (i.e., complies with specifications and/or a permanent correction or a commercially reasonable workaround has been provided)

Severity Level 4

Customer is in full working mode. Error is not impeding Customer's Service at present time and Customer does not anticipate imminent impact. Correction is requested but the error has no immediate impact on the Customer's use of the Service.

Eight (8) Business Hours

Twenty- four (24) Business Days

Patched in quarterly release after resolved (i.e., complies with specifications and/or a permanent correction or a commercially reasonable workaround has been

provided)

 

5. Issue Resolution and Escalation

• Initial Response: Audiense will respond to issues in accordance with the Response Time target.
• Escalation Process: If the issue is not resolved within the Resolution Time target, following internal escalation practices, it will be escalated to Audiense’s technology team.
• Compensation for Downtime: If the Service fails to meet the uptime commitment, the Customer is entitled to service credits equal to time lost as compensation.
• Breach of SLA - If Audiense breaches the SLA three (3) or more times in any twelve (12) month period, Customer may terminate the Services under the Agreement.
 

6. Scheduled Maintenance

• Notification: Audiense will notify the Customer at least 24 hours in advance of any Scheduled Maintenance.
• Duration: Scheduled maintenance will typically last no more than 2 hours, during off-peak hours. However, in the instance in which a significant need exists, maintenance windows may be extended and Customer will be notified.
 

7. Exclusions

This SLA does not apply to:

• Downtime caused by factors outside Audiense's reasonable control, including but not limited to force majeure events.
• Issues resulting from any actions or inactions of the Customer or any third parties.
• Scheduled Maintenance or any agreed-upon downtime.
 

8. Data Security and Encryption

• Encryption Standards: Audiense agrees to use industry-standard encryption protocols to protect all Customer data both in transit and at rest. Specifically:
• Data at Rest: All Customer Data stored within Audiense’s Services shall be encrypted using AES-256 (Advanced Encryption Standard with a 256-bit key) or an equivalent encryption standard that meets or exceeds the security standards set by the National Institute of Standards and Technology (“NIST”).
• Data in Transit: All data transmitted between Audiense’s platforms and the Customer shall be protected using TLS 1.2 or higher (Transport Layer Security), ensuring data integrity and confidentiality during transmission over networks.
• Encryption Key Management: Audiense shall maintain a robust key management process, ensuring that encryption keys are stored and managed securely according to industry best practices. Access to encryption keys will be limited to authorized personnel only, and keys will be rotated or changed periodically as part of routine security maintenance.
• Compliance: Audiense will ensure that its encryption practices comply with relevant regulatory requirements and industry standards applicable to the Customer’s industry, including but not limited to GDPR, HIPAA, or any other applicable data protection laws.
• Breach Notification: In the event of a data breach where non-encrypted data is compromised, Audiense will notify the Customer within 72 hours and provide details on the breach and steps being taken to mitigate the impact and prevent future incidents.
 

9. Information Security

• Audiense takes a multi-layered approach to information security, ensuring that every layer of Audiense’s infrastructure is protected against potential threats. Audiense’s security measures are built on enterprise-grade technologies, providing robust protection for data, systems, and network resources.
• At the core of this security program is Microsoft Active Directory and Entra ID, which supports identity management and enforces secure access controls across all users and devices. Audiense combines these access controls with endpoint protection systems that include antivirus, firewalls, and intrusion detection/prevention technologies, ensuring that all devices accessing the network are monitored and protected in real-time. Multifactor Authentication (“MFA”) further strengthens access to critical systems and applications, making remote access secure and tightly controlled.
• Data security is one of Audiense’s highest priorities. Audiense follows accepted best practices in regard to encryption techniques, including Transparent Data Encryption (“TDE”) for all databases, and Secure Socket Layer (“SSL”) encryption for data in transit, ensuring that information remains protected both at rest and when transferred between systems. Audiense’s comprehensive data loss prevention (DLP) strategies further mitigate the risk of unauthorized access or data breaches, while backups are safeguarded with encryption and immutability to protect against ransomware.
• Audiense’s cloud infrastructure, hosted on AWS ensures scalability and high availability, with disaster recovery processes in place to rapidly restore operations without compromising data integrity. All Customer Data is stored exclusively within the United States, and our disaster recovery strategy enables seamless transitions between AWS regions without exporting data across borders.
• Audiense’s security strategy is continuously refined by Audiense’s Executive Security Committee, which regularly reviews threat landscapes, tests response scenarios, and updates policies to ensure ongoing protection. Annual penetration tests and frequent vulnerability scans helps to proactively address any emerging security risks, ensuring systems remain resilient to evolving cyber threats.
• Audiense’s commitment to maintaining a strong security posture is evident in the continuous monitoring, use of advanced encryption, and focus on protecting both internal data and Customer Data.
 

10. Term

• Effective Date: This SLA is effective from the date the Customer subscribes to the Service and continues until terminated by either Party in accordance with the terms of the Agreement.
 

11. Governing Law

• This SLA shall be governed by and construed in accordance with the laws of Texas.