Exhibit B: Service Levels

“Availability” is calculated as: the ([# of minutes in month] - [# of minutes per month of Unavailability]) / [# of minutes in month] x 100, and expressed as a percentage.

“Immediate Control” shall include: (a) the GATHER app, (b) any network connectivity that GATHER controls; and (c) GATHER’s servers running in cloud infrastructure necessary to power the Services.

“Scheduled Downtime” equals the aggregate total of all minutes of planned and scheduled maintenance performed during the month to perform any necessary hardware, OS, network, database, application software maintenance, repair, upgrades, and updates to the Services. GATHER will generally have Scheduled Downtime only occur between the hours of 12:00 a.m. and 9:00 a.m. Eastern Time; provided, however, that GATHER may schedule outside of that time frame, where operationally needed, in GATHER’s sole discretion. 

The amount of Scheduled Downtime may vary from month to month depending on the level of change to the Services; provided, however, that in no event may Scheduled Downtime in any month exceed 8 hours without notice. GATHER shall endeavor to minimize Scheduled Downtime and shall engage in continuous development and other technological improvements of the Services with the aspiration of achieving 100% Availability.

“Service Incident” means an incident that disrupts the Services and meets one of the categories set forth in the chart in Section 3 below.

“Unavailable” or “Unavailability” means the Services in GATHER’s Immediate Control are not available for access and use through Company’s working and stable internet connection (or publicly available, working and stable internet), excluding: (1) Scheduled Downtime; (2) events that are outside GATHER’s reasonable control, such as internet outages, a force majeure event or technical issues from an applicable third-party middleware provider where GATHER provides the Services directly to or through them; (3) issues arising from misuse or mis-configuration of the Services, including, if and where applicable, hardware and GATHER’s native SDK and APIs, by Company or its agents, customers, third-party contractors, an applicable third-party middleware provider, or any such entity’s failure to comply with its obligations hereunder; and/or (4) errors with a user’s device, internet connection or user error that cannot be attributed to a failure by GATHER.

1. To contact GATHER regarding any Service incidents, Company may submit a support ticket at partnersupport@gather.technology. Each Service incident reported by Company will be classified according to the chart below. GATHER shall promptly classify each Service incident and notify Company of such classification; provided, (i) that GATHER may reasonably reclassify Service Incidents upon investigation of the Service Incident and receipt of more information and (ii) if Company disagrees with GATHER's classification of a Service incident, Company may communicate such disagreement to GATHER, which communication will include a description of the impact on Company's operations and ability to use the Services (and all material functionality thereof) and GATHER shall take such information into account in classifying or reclassifying the applicable Service incident. Upon receipt of a support ticket of a Service incident from Company, GATHER will commence resolution of such incident and notify Company of such commencement in writing (email shall suffice) in accordance with the response times set forth for each classification according to the table below (with respect to each incident, the “Response Time Commitment”). GATHER will be available to respond to and resolve P0 and P1 issues 24/7 and P2 issues during Business Hours. "Business Hours" are defined as Monday through Friday from 9:00 am to 5:00 pm Eastern Time, excluding US federal holidays.
2. After an incident is resolved, or when sufficient information is available for a determination to be made, GATHER will determine whether a Service Incident constitutes Unavailability. A P0 or P1 Service Incident shall be considered Unavailability so long as it is related to a Service within GATHER’s Immediate Control and unless caused by one of the exclusions set forth in the definition of Unavailability. P2 Service Incidents will not be considered Unavailability.
   
   

   Incident Level	Incident Description	Target Response Time	Subsequent Status Update to Company
   P0	Services are completely unavailable or completely operationally impaired to a degree that the Services cannot functionally be used by Company.	20 minutes or less (24/7)	Every 3 hours
   P1	Significant and material operational impairment of the Services or an entire material component of the Services which is not a P0 incident (e.g., a significant functional component of the Services is unavailable, and/or Company’s use of the Services overall is significantly impaired).	45 minutes	Every 5 hours
   P2	An operational impairment of the Services or unavailability of component that is not a P0 or P1 incident, where Company’s use of the Services or a component of the Services is impaired, but the Services are materially operational.	8 Business Hours	Daily (During Business Hours)