Service Level Agreement

1. Definitions

“Platform” means Axcela Bio’s cloud-based foundation layer that provides identity and access management, security, user provisioning, API key management, and related services.

“Products” means the subscription services delivered via the Platform, as identified in the applicable Order Form.

“Uptime” means that Authorised Users can access the Platform and perform key functions of the subscribed Products, including (as applicable) logging in, accessing licensed datasets or features, and making permitted API calls.

2. Target Availability

Axcela Bio will use commercially reasonable efforts to make the Platform and Products available with an uptime of 99.0% in each calendar month (“Target Availability”).

• Platform: 99.0% uptime per calendar month
• Products (each): 99.0% uptime per calendar month

3. Exclusions

The calculation of uptime does not include unavailability caused by:

1. use of the Platform or Products by Customer in a manner not authorised under the Agreement or Documentation;
2. general Internet problems, force majeure events, including acts of war, or other factors outside of Axcela Bio’s reasonable control;
3. Customer’s equipment, software, network connections, or other infrastructure;
4. acts or omissions of third parties not engaged by Axcela Bio; or
5. Scheduled Maintenance or reasonable emergency maintenance.

4. Scheduled Maintenance

“Scheduled Maintenance” means Axcela Bio’s routine maintenance of the Platform or Products. Axcela Bio will use commercially reasonable efforts to:

• provide at least twenty-four (24) hours’ notice in advance of Scheduled Maintenance;
• schedule such maintenance during periods of low expected usage; and
• minimise the duration of maintenance windows.

5. Remedy for Failure to Meet Target Availability

If Axcela Bio does not achieve the Target Availability for either the Platform or a specific Product in two (2) consecutive calendar months, the Customer may terminate the affected Platform or Product subscription by providing written notice within thirty (30) days after the end of the second such month.

In such case, Axcela Bio will refund any prepaid fees attributable to the terminated portion of the applicable Subscription Term for the affected Platform or Product.

This termination and refund right is the Customer’s sole and exclusive remedy, and Axcela Bio’s sole and exclusive liability, for failure to meet the Target Availability.