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EXHIBIT E

SERVICE LEVEL AGREEMENT (SLA)

Exhibit E to the Channel Reseller Program Agreement dated March 22, 2024 (the "Agreement")

Parties:

Lumos Analytics Inc., a Delaware C-Corporation ("Licensor" or "Lumos"), with principal offices at 4700 Sandhill Road, Suite 300, Palo Alto, CA 94304;

and

Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany ("Reseller" or "Meridian"), with registered offices at Leopoldstraße 78, 80802 München, Germany.

Licensed Product: Lumos Prism™ — AI-powered financial analytics and risk-modeling SaaS platform.

Effective Date: April 1, 2024.

Term: This Service Level Agreement ("SLA") is co-terminus with the Agreement and shall remain in effect during the initial term of the Agreement through March 31, 2029, and any renewal terms thereof, unless earlier terminated in accordance with the terms of the Agreement or this SLA.

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. This SLA governs the service levels applicable to Lumos's provision of the Lumos Prism™ platform to end users in the EMEA Territory as defined in Exhibit B to the Agreement. In the event of any conflict between the provisions of this SLA and the body of the Agreement, the Agreement shall control unless this SLA expressly states otherwise with respect to a specific service-level obligation.

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Section 1: Definitions

For the purposes of this Service Level Agreement, the following terms shall have the meanings set forth below:

"Availability" or "Uptime" means the percentage of time during a calendar month that the Lumos Prism™ platform is operational and accessible to authorized end users, as measured at the EMEA Data Center ingress point. Availability shall be calculated by excluding from both the numerator and the denominator of the Monthly Uptime Percentage calculation all minutes attributable to Scheduled Maintenance Windows and Excused Downtime. For the avoidance of doubt, the platform shall be deemed "operational and accessible" when its core functions — including user authentication, dashboard rendering, API endpoints, and analytics processing — are functioning in material conformity with the product documentation.

"Downtime" means any period during which the Lumos Prism™ platform is unavailable to end users, measured from the earlier of (i) the time Lumos's automated monitoring systems detect the outage, or (ii) the time Lumos confirms the outage following a report from Meridian or an end user, through to the time the platform is restored to operational status and accessible to authorized end users. Downtime does not include any period attributable to Scheduled Maintenance performed in accordance with Section 4 or any period constituting Excused Downtime.

"Excused Downtime" means Downtime caused by any of the following:

(a) Force Majeure events as defined in the Agreement;

(b) acts or omissions of Meridian, its sub-distributors, or any end user, including but not limited to misconfiguration of end-user environments, unauthorized modifications to the platform, or failure to implement Lumos-recommended updates;

(c) failures of third-party internet service providers, telecommunications carriers, or network infrastructure providers that are outside Lumos's reasonable control, provided that Lumos has implemented commercially reasonable redundancy measures;

(d) emergency maintenance required to address critical security vulnerabilities, zero-day exploits, or imminent threats to data integrity or platform security, subject to the notice requirements of Section 4.3; and

(e) end-user equipment failures, local network connectivity issues, or browser incompatibilities that prevent individual end users from accessing the platform but do not constitute a platform-wide outage.

"EMEA Data Center" means the Stratos Cloud Services AG cloud infrastructure facility located in Frankfurt am Main, Germany, which serves as the primary hosting environment for the Lumos Prism™ platform for the EMEA Territory. Stratos Cloud Services AG is headquartered at Bahnhofstrasse 42, 8001 Zürich, Switzerland.

"Incident" means any unplanned interruption to, or degradation of, the Lumos Prism™ platform that affects the functionality, performance, or availability of the platform for one or more authorized end users. An Incident may range in severity from a complete platform outage (Severity 1) to a minor cosmetic defect (Severity 4), as classified in accordance with Section 5 of this SLA.

"Monthly Uptime Percentage" means the percentage calculated as follows:

Monthly Uptime Percentage = ((Total Minutes in Month − Downtime Minutes) / (Total Minutes in Month − Scheduled Maintenance Minutes − Excused Downtime Minutes)) × 100

Where:

• "Total Minutes in Month" means the total number of minutes in the applicable calendar month;

• "Downtime Minutes" means the aggregate number of minutes of Downtime during the applicable calendar month;

• "Scheduled Maintenance Minutes" means the aggregate number of minutes during which Scheduled Maintenance was performed in accordance with Section 4 during the applicable calendar month; and

• "Excused Downtime Minutes" means the aggregate number of minutes of Excused Downtime during the applicable calendar month.

"Scheduled Maintenance Window" means the pre-announced maintenance periods during which Lumos may perform routine maintenance, upgrades, patches, and other planned work on the Lumos Prism™ platform and its underlying infrastructure, as defined and governed by Section 4 of this SLA.

"Service Credit" means a credit issued against future fees owed by Meridian to Lumos under the Agreement, calculated in accordance with the Service Credit schedule and procedures set forth in Section 6 of this SLA. Service Credits are not redeemable for cash and are subject to the caps and limitations described herein.

"Severity Level" means the classification assigned to an Incident based on its impact on end-user operations, as described in Section 5.1 of this SLA. Severity Levels range from Severity 1 (Critical) through Severity 4 (Low).

"Support Hours" means the hours during which Lumos provides standard technical support for the Lumos Prism™ platform, as specified in Section 7.1 of this SLA.

Section 2: Service Availability Commitment

2.1 Uptime Commitment

Lumos commits to maintaining a Monthly Uptime Percentage of not less than 99.95% for the Lumos Prism™ platform as hosted at the Stratos Cloud Services AG EMEA Data Center in Frankfurt am Main, Germany (the "Uptime Commitment"). This commitment applies to the production environment of the Lumos Prism™ platform serving authorized end users within the EMEA Territory.

For reference, a Monthly Uptime Percentage of 99.95% equates to a maximum permissible Downtime of approximately 21.9 minutes per calendar month, calculated based on a thirty (30)-day month containing 43,200 total minutes (43,200 × 0.0005 = 21.6 minutes). The actual permissible Downtime in any given month will vary based on the number of days in that month, after adjusting for Scheduled Maintenance and Excused Downtime.

The Uptime Commitment reflects Lumos's obligation to maintain the platform infrastructure, application layer, and all platform-managed dependencies in a state of operational readiness. This commitment does not extend to third-party integrations, end-user customizations, or functionality that has been expressly designated as outside the scope of this SLA pursuant to Section 12.

2.2 Measurement Methodology

Uptime shall be measured via Lumos's automated monitoring systems, which poll the Lumos Prism™ platform at intervals of sixty (60) seconds from monitoring nodes located within the European Union. The monitoring system tests the availability and responsiveness of the platform's core services, including authentication endpoints, API gateways, dashboard rendering services, and analytics processing engines. A polling failure at any monitoring node shall be confirmed by at least two (2) consecutive failed polls from the same node, or concurrent failures from two (2) or more monitoring nodes, before an outage is recorded. This methodology is designed to minimize false positives while ensuring timely detection of genuine service disruptions.

Lumos shall make monitoring data and availability reports available to Meridian upon reasonable written request, provided that such requests are made no more frequently than once per calendar month. Meridian may designate one or more authorized contacts to receive automated alerts regarding platform availability status, and Lumos shall configure its monitoring systems to deliver such alerts in accordance with Meridian's reasonable instructions.

In the event of a dispute regarding the calculation of Downtime or the Monthly Uptime Percentage for any given month, the parties shall first attempt to resolve the dispute through a joint review of the relevant monitoring logs, Incident records, and any other available data. Such joint review shall be initiated within ten (10) business days following written notice of the dispute by either party. If the parties are unable to resolve the dispute through the joint review process within twenty (20) business days, the dispute shall be escalated and resolved in accordance with the dispute resolution provisions of the Agreement, including binding arbitration under JAMS rules in Los Angeles, California.

2.3 Infrastructure. The Lumos Prism™ platform for the EMEA Territory is primarily hosted at the Stratos Cloud Services AG cloud infrastructure facility in Frankfurt am Main, Germany. Lumos shall maintain redundant architecture within the Frankfurt data center, including but not limited to redundant compute instances, load balancing, database replication, and automated failover capabilities designed to minimize the duration and impact of infrastructure failures.

Lumos shall ensure that all EMEA customer data is maintained on EU-based cloud infrastructure at the Frankfurt data center, consistent with the data localization requirements set forth in Section 11 of this SLA and the Data Processing Agreement attached as Exhibit C to the Agreement. No EMEA customer data shall be processed or stored outside the European Economic Area without compliance with the applicable provisions of the Data Processing Agreement and Section 11 hereof.

Lumos shall use commercially reasonable efforts to ensure that the infrastructure supporting the Lumos Prism™ platform in the EMEA Territory is designed and maintained to support the Uptime Commitment set forth in Section 2.1, including appropriate power redundancy, network redundancy, and environmental controls at the Frankfurt data center.

Section 3: Platform Performance Standards

3.1 Response Time

In addition to the Uptime Commitment, Lumos commits to maintaining the following platform performance standards under normal operating conditions. For the purposes of this Section 3, "normal operating conditions" means usage patterns consistent with the documented platform specifications and within the capacity parameters provisioned for Meridian's end-user base, excluding periods of Scheduled Maintenance, Excused Downtime, and abnormal load conditions caused by end-user activity that exceeds documented usage limits.

API Response Time. The 95th percentile of API requests submitted to the Lumos Prism™ platform shall return responses within five hundred (500) milliseconds under normal operating conditions. API response time is measured from the time the request is received at the EMEA Data Center ingress point to the time the response is dispatched from the same ingress point. This metric applies to standard API endpoints documented in the Lumos Prism™ API reference guide and does not apply to bulk data export operations, long-running analytical queries, or custom API integrations developed by Meridian or end users.

Dashboard Load Time. The 95th percentile of dashboard page loads initiated by authorized end users shall complete rendering within three (3) seconds under normal operating conditions. Dashboard load time is measured from the time the server-side processing begins to the time the complete page payload is delivered to the end user's browser. Actual rendering time experienced by end users may vary based on local network conditions, browser performance, and end-user device capabilities, which are outside the scope of this performance commitment.

3.2 Data Processing

Batch Analytics Processing. Batch analytics processing jobs submitted through the Lumos Prism™ platform shall complete within the timeframes documented in the Lumos Prism™ technical documentation applicable to the relevant job type and data volume. Lumos shall maintain current and accurate technical documentation specifying expected processing times for standard batch operations and shall update such documentation as platform capabilities evolve. In the event that batch processing times materially exceed documented timeframes on a sustained basis, Lumos shall investigate the root cause and implement corrective measures within a commercially reasonable timeframe.

Real-Time Risk-Modeling Calculations. Real-time risk-modeling calculations executed through the Lumos Prism™ platform shall return results within two (2) seconds for standard data sets. For the purposes of this commitment, a "standard data set" means a data set that falls within the size, complexity, and parameter ranges described in the Lumos Prism™ risk-modeling module documentation. Calculations involving non-standard data sets — including data sets that exceed documented size thresholds or that employ custom modeling parameters — may require additional processing time, and such additional time shall not constitute a breach of this performance standard.

3.3 Capacity. Lumos shall provision sufficient computational, storage, and network capacity at the EMEA Data Center to accommodate Meridian's projected end-user base, consistent with the Minimum Annual Commitment schedule set forth in Exhibit F to the Agreement and the anticipated growth trajectory discussed during quarterly service reviews. The parties acknowledge that capacity planning is a collaborative process, and Meridian shall provide Lumos with reasonable advance notice of anticipated material changes in end-user volume or usage patterns that may affect capacity requirements.

Lumos shall provide Meridian with not less than ninety (90) days' advance written notice of any material infrastructure changes affecting the EMEA Data Center, including but not limited to changes in the hosting provider, migration to new hardware or software platforms, changes in network architecture, or relocation of data center facilities. Such notice shall include a description of the planned changes, the expected timeline, and an assessment of any anticipated impact on platform availability, performance, or data localization. Lumos shall consult with Meridian regarding any such changes and shall use commercially reasonable efforts to minimize disruption to Meridian's end users.

Section 4: Scheduled Maintenance

4.1 Maintenance Windows

Standard Maintenance Window. The Standard Maintenance Window for the Lumos Prism™ platform in the EMEA Territory shall be Saturdays, 02:00–06:00 CET/CEST (Central European Time during standard time; Central European Summer Time during daylight saving time). Lumos shall use commercially reasonable efforts to perform all routine maintenance, including software updates, patches, infrastructure upgrades, database maintenance, and configuration changes, during the Standard Maintenance Window.

Lumos shall schedule no more than two (2) Standard Maintenance Windows per calendar month. If Lumos determines that additional Standard Maintenance Windows are required in any calendar month, Lumos shall request Meridian's prior written approval, which approval shall not be unreasonably withheld, conditioned, or delayed. Any additional Standard Maintenance Windows approved by Meridian shall be treated as Scheduled Maintenance for purposes of the Monthly Uptime Percentage calculation.

Lumos shall use commercially reasonable efforts to minimize the duration of each maintenance event and to restore the platform to full operational status as promptly as practicable following the completion of maintenance activities. To the extent feasible, Lumos shall implement maintenance procedures that allow for rolling updates or phased deployments that minimize end-user-facing downtime.

4.2 Advance Notice

Lumos shall provide Meridian with at least seven (7) calendar days' prior written notice of each planned Standard Maintenance event. Such notice shall be delivered via email to the designated Meridian technical contact(s) identified pursuant to Section 7.3 of this SLA. Each maintenance notice shall include the following information:

(a) the scheduled date and time of the maintenance window (in CET/CEST);

(b) the estimated duration of the maintenance activities;

(d) the expected impact on platform availability and functionality, including whether a full outage, partial outage, or degraded performance is anticipated; and

(e) any actions recommended for end users in advance of or during the maintenance window (e.g., saving work in progress, logging out of active sessions).

Meridian shall be responsible for communicating maintenance schedules and related information to its sub-distributors and end users in the EMEA Territory in a timely manner consistent with its obligations under the Agreement.

4.3 Emergency Maintenance

Lumos reserves the right to perform unscheduled emergency maintenance on the Lumos Prism™ platform at any time when such maintenance is necessary to address critical security vulnerabilities, zero-day exploits, imminent system failures, or other conditions that pose an immediate threat to the integrity, security, or availability of the platform or EMEA customer data.

Lumos shall provide Meridian with as much advance notice of emergency maintenance as is reasonably practicable under the circumstances. In no event shall Lumos provide less than four (4) hours' prior notice of emergency maintenance, except where the emergency requires immediate action to prevent data loss, data corruption, or a security breach affecting end-user data, in which case Lumos shall notify Meridian as soon as practicable and in any event no later than concurrently with the commencement of emergency maintenance activities.

Emergency maintenance notifications shall be delivered to Meridian's designated technical contact(s) via email and, for Severity 1-level emergencies, additionally via telephone. Each emergency maintenance notification shall include a description of the nature of the emergency, the estimated duration of the maintenance, and the expected impact on platform availability.

For purposes of the Monthly Uptime Percentage calculation, emergency maintenance shall be treated as follows: the first thirty (30) cumulative minutes of emergency maintenance in any calendar month shall be treated as Excused Downtime and excluded from the Downtime calculation. Emergency maintenance in excess of thirty (30) cumulative minutes per calendar month that is not otherwise attributable to Excused Downtime events described in Section 1 shall be counted as Downtime for purposes of the Monthly Uptime Percentage calculation.

4.4 Maintenance Reporting

Following each maintenance event — whether standard or emergency — Lumos shall provide Meridian with a post-maintenance summary report within two (2) business days of the completion of the maintenance. Each post-maintenance summary shall include the following:

(a) the date and time the maintenance commenced and concluded;

(b) the actual duration of the maintenance event;

(d) a summary of any changes deployed to the production environment;

(e) a description of any impact on platform functionality or availability, including any Incidents that occurred during or as a result of the maintenance; and

(f) any recommended follow-up actions for Meridian or its end users.

Post-maintenance summaries shall be delivered via email to Meridian's designated technical contact(s) and shall also be made available through the Lumos support portal.

Section 5: Incident Classification and Response Times

5.1 Severity Levels

Each Incident reported to or detected by Lumos shall be assigned a Severity Level based on the impact of the Incident on platform availability and end-user operations, in accordance with the following classification framework:

Lumos shall assign the initial Severity Level based on the information available at the time of Incident detection or report. Meridian may request a reclassification of the Severity Level by providing additional information regarding the business impact of the Incident. Lumos shall consider such requests in good faith and shall reclassify the Incident if warranted by the circumstances. Any disputes regarding Severity Level classification shall be escalated in accordance with the escalation procedures set forth in Section 8.

5.2 Initial Response Times

Lumos shall acknowledge and respond to each Incident within the timeframes set forth below, based on the assigned Severity Level. "Initial Response" means a substantive acknowledgment of the Incident by a qualified Lumos support engineer, including confirmation of the Severity Level classification and an initial assessment of the Incident.

Updates shall be provided to Meridian's designated support contact(s) via the Lumos support portal and, for Severity 1 and Severity 2 Incidents, additionally via email and telephone as appropriate. Each update shall include a summary of the current status, actions taken, and expected next steps.

5.3 Target Resolution Times

Lumos shall use continuous commercially reasonable efforts to resolve each Incident within the following target resolution timeframes:

The target resolution times set forth above represent commercially reasonable objectives and reflect Lumos's commitment to timely resolution of Incidents. The parties acknowledge that the complexity and nature of certain Incidents may require resolution times that exceed these targets. Failure to meet a target resolution time shall not, in and of itself, constitute a breach of this SLA, provided that Lumos is using continuous commercially reasonable efforts to diagnose and resolve the Incident and is providing Meridian with regular updates in accordance with Section 5.2.

For the avoidance of doubt, actual Downtime attributable to Severity 1 and Severity 2 Incidents shall be included in the calculation of the Monthly Uptime Percentage and may give rise to Service Credits in accordance with Section 6. Severity 3 and Severity 4 Incidents that do not result in platform unavailability shall not be included in the Downtime calculation.

5.4 Incident Reporting and Tracking

Meridian shall report Incidents to Lumos through one or more of the following channels:

(a) Support Portal. Lumos's designated support portal, accessible via the Lumos Prism™ platform interface, through which Meridian's authorized support contacts may submit, track, and manage Incident reports.

(b) Dedicated Telephone Line. A 24/7 emergency support telephone line designated for Severity 1 and Severity 2 Incidents, the number for which shall be provided to Meridian's authorized support contacts upon execution of the Agreement.

(c) Email. A dedicated email support address designated for Meridian and its authorized sub-distributors, which shall be monitored during Support Hours for Severity 3 and Severity 4 Incidents and continuously for Severity 1 and Severity 2 Incidents.

Each Incident reported to Lumos shall be assigned a unique tracking number, which shall serve as the reference identifier for all communications related to that Incident. Lumos shall provide Meridian with access to an online dashboard through the support portal showing real-time Incident status, including Severity Level classification, current assignee, actions taken, and resolution progress. Meridian's authorized support contacts shall have the ability to view the status of all open and recently resolved Incidents, add comments and supplementary information, and receive automated notifications of status changes.

Upon resolution of each Severity 1 or Severity 2 Incident, Lumos shall prepare and deliver to Meridian a root cause analysis report within five (5) business days of resolution. Such report shall include a description of the Incident, its root cause, the timeline of detection and resolution, the corrective actions taken, and any preventive measures implemented to reduce the likelihood of recurrence.

Section 6: Service Credits

6.1 Eligibility. If the Monthly Uptime Percentage for any calendar month falls below the Uptime Commitment of 99.95%, Meridian shall be entitled to receive Service Credits in accordance with the schedule set forth in Section 6.2 below. Service Credits represent a credit against future fees owed by Meridian to Lumos under the Agreement and are intended to compensate Meridian for the impact of service level failures on its EMEA reseller operations.

Subject to Section 6.5 (Chronic Failure), Service Credits shall constitute Meridian's sole and exclusive remedy, and Lumos's sole and exclusive liability, for any failure to meet the Uptime Commitment set forth in Section 2.1 of this SLA. The parties acknowledge that Service Credits represent a reasonable and proportionate remedy for service level shortfalls and are not intended as a penalty.

6.2 Service Credit Schedule

Service Credits shall be calculated as a percentage of the Monthly Fees for the affected calendar month, based on the achieved Monthly Uptime Percentage, in accordance with the following schedule:

For the purposes of this Section 6, "Monthly Fees" means the pro-rata monthly portion of Meridian's Minimum Annual Commitment ("MAC") payment applicable to the affected calendar month, calculated as the applicable contract year's MAC divided by twelve (12).

By way of illustration: if the Year 1 Minimum Annual Commitment is Four Million Five Hundred Thousand U.S. Dollars ($4,500,000.00), the Monthly Fees for each month in Year 1 are Three Hundred Seventy-Five Thousand U.S. Dollars ($375,000.00). If the Monthly Uptime Percentage for a given month is 98.50%, the applicable Service Credit tier is 5%, yielding a Service Credit of 5% × $375,000.00 = $18,750.00.

Only one Service Credit tier shall apply per calendar month. If the Monthly Uptime Percentage falls within a given tier, the percentage corresponding to that tier shall be applied to the full Monthly Fees amount; tiers are not cumulative.

6.3 Service Credit Request Process

Meridian must submit a written request for Service Credits within thirty (30) calendar days following the end of the calendar month in which the Downtime giving rise to the Service Credit claim occurred. Failure to submit a request within this period shall constitute a waiver of Meridian's right to Service Credits for that month.

Each Service Credit request shall be submitted to Lumos via email to the address designated for notices under Section 13.5 and shall include the following information:

(a) the calendar month to which the request relates;

(b) the specific dates and times (in CET/CEST) of each Downtime event for which credit is claimed;

(d) Meridian's calculation of the Monthly Uptime Percentage for the affected month; and

(e) the Service Credit amount claimed by Meridian, with reference to the applicable tier in Section 6.2.

Upon receipt of a Service Credit request, Lumos shall validate the request against its monitoring data, Incident logs, and maintenance records. Lumos shall respond to Meridian's request in writing within fifteen (15) business days, either approving the request, approving a modified amount (with a reasoned explanation), or denying the request (with a reasoned explanation referencing the applicable monitoring data).

Approved Service Credits shall be applied as a credit against the next quarterly payment due from Meridian under the Agreement. If Meridian disputes Lumos's determination, the dispute shall be resolved in accordance with the dispute resolution provisions referenced in Section 13.2.

6.4 Maximum Service Credits

Notwithstanding any other provision of this SLA, the total Service Credits to which Meridian is entitled in any single calendar month shall not exceed thirty percent (30%) of the Monthly Fees for that month.

In addition, the total aggregate Service Credits to which Meridian is entitled in any contract year (each twelve-month period commencing on April 1) shall not exceed fifteen percent (15%) of the applicable year's Minimum Annual Commitment.

Service Credits are not redeemable for cash, may not be transferred or assigned, and may not be carried over or applied to any period beyond the contract year in which they accrued. Upon expiration or termination of the Agreement, any unused or unapplied Service Credits shall be forfeited without further obligation by Lumos.

6.5 Chronic Failure

The parties acknowledge that persistent or recurring failures to meet the Uptime Commitment may cause material harm to Meridian's business and its relationships with EMEA end users that cannot be adequately remedied by Service Credits alone. Accordingly, the following provisions shall apply:

If the Monthly Uptime Percentage falls below ninety-five percent (95.00%) for any three (3) consecutive calendar months, or falls below ninety-nine percent (99.00%) for any six (6) months within a rolling twelve (12)-month period, Meridian shall have the right, in addition to any accrued and unpaid Service Credits, to terminate the Agreement upon thirty (30) days' prior written notice to Lumos, subject to the termination and wind-down provisions set forth in the Agreement.

In the event of termination by Meridian pursuant to this Section 6.5, Meridian shall be entitled to a pro-rata refund of prepaid and unused Minimum Annual Commitment amounts for the period following the effective date of termination, calculated on a daily basis from the effective date of termination through the end of the then-current contract year. Such refund shall be paid by Lumos within forty-five (45) days of the effective date of termination.

The termination right set forth in this Section 6.5 is in addition to, and does not limit, any other termination rights that Meridian may have under the Agreement.

Section 7: Support Services

7.1 Support Hours

Lumos shall provide technical support for the Lumos Prism™ platform during the following hours:

Standard Support. Monday through Friday, 08:00–20:00 CET/CEST, excluding German federal public holidays (Bundeseinheitliche Feiertage). Standard Support covers Incidents classified as Severity 3 and Severity 4, as well as general service requests, configuration inquiries, and usage questions.

Emergency Support (Severity 1 and Severity 2). Twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year, including weekends and all holidays. Emergency Support is available for Incidents classified as Severity 1 (Critical) and Severity 2 (High), and is staffed by on-call support engineers with access to Lumos's engineering and operations teams.

7.2 Support Channels

Lumos shall make the following support channels available to Meridian and its authorized contacts:

(a) Dedicated Support Portal. A web-based support portal accessible via the Lumos Prism™ platform interface, providing Incident submission and tracking, service request management, status dashboards, and access to knowledge base articles and documentation.

(b) Dedicated Email Support. A designated email support address reserved for Meridian and its authorized sub-distributors in the EMEA Territory. Emails submitted during Support Hours will be acknowledged within the applicable Initial Response Time for the assigned Severity Level.

(c) 24/7 Emergency Telephone Hotline. A dedicated telephone hotline for Severity 1 and Severity 2 Incidents, staffed around the clock by qualified support engineers. The telephone number for the emergency hotline shall be communicated to Meridian's authorized support contacts in writing.

(d) Online Knowledge Base and Self-Service Documentation. A comprehensive library of technical documentation, user guides, FAQs, troubleshooting guides, release notes, and best-practice resources, maintained by Lumos and accessible to Meridian's authorized contacts and EMEA end users through the Lumos Prism™ platform.

7.3 Designated Contacts

Meridian shall designate up to five (5) authorized support contacts who are permitted to submit Incidents and service requests on behalf of Meridian and its EMEA end users. Meridian's authorized support contacts shall serve as the primary liaison between Meridian's end-user base and Lumos's support organization. Meridian may change its designated contacts at any time by providing written notice to Lumos, and Lumos shall update its support systems within two (2) business days of receiving such notice.

Lumos shall designate a named Technical Account Manager ("TAM") for the Meridian account. The TAM shall serve as Meridian's primary point of contact within Lumos for escalated support issues, service review meetings, and strategic account matters. The TAM shall have working knowledge of the Lumos Prism™ platform and the specific configuration and deployment applicable to the EMEA Territory.

The parties shall exchange complete contact information for all designated contacts — including names, titles, email addresses, and telephone numbers — in writing within ten (10) business days following the Effective Date of April 1, 2024. Each party shall promptly notify the other in writing of any changes to its designated contacts.

7.4 Language Support

The primary language of all support communications shall be English. All support documentation, knowledge base articles, and standard support interactions shall be provided in English.

Lumos shall use commercially reasonable efforts to provide support in German and French for Severity 1 (Critical) and Severity 2 (High) Incidents, subject to the availability of qualified support personnel with the requisite language capabilities. The availability of German- and French-language support is provided on a best-efforts basis and does not constitute a guaranteed service level. In the event that German- or French-language support is not immediately available for a Severity 1 or Severity 2 Incident, Lumos shall provide initial support in English without delay and shall endeavor to assign a German- or French-speaking support resource as soon as one becomes available.

Section 8: Escalation Procedures

8.1 Escalation Matrix — Lumos

The following escalation matrix shall apply to Incidents affecting the Lumos Prism™ platform in the EMEA Territory. Escalation shall proceed sequentially through the levels described below, based on the applicable triggers:

8.2 Escalation Matrix — Meridian

Meridian's corresponding escalation contacts are as follows:

8.3 Escalation Process

Either party may initiate an escalation by providing written notice (including email) to the appropriate contact at the corresponding escalation level. Escalation notices shall reference the Incident tracking number, a summary of the Incident and its current status, the reason for escalation, and the specific action or outcome requested.

Each escalation level shall carry a mandatory response obligation: the contacted individual (or their designee) shall respond within two (2) hours during Support Hours, or within one (1) hour at any time for Severity 1 Incidents. The responding individual shall acknowledge receipt of the escalation, confirm their engagement, and provide an initial assessment of the situation and proposed next steps.

For all Severity 1 Incidents that are escalated to Level 2 or above, the parties shall convene a joint bridge call (via telephone or videoconference) within thirty (30) minutes of the escalation. The bridge call shall remain active until the Incident is mitigated or the parties mutually agree to transition to periodic updates. Participants on the bridge call shall include, at a minimum, the Lumos support engineer assigned to the Incident, the Lumos escalation contact at the applicable level, and Meridian's designated support contact.

The escalation process is intended to supplement, not replace, the standard Incident management process. Escalation shall not alter the Severity Level classification of an Incident unless reclassification is warranted based on additional information gathered during the escalation.

Section 9: Reporting and Governance

9.1 Monthly Service Reports

Lumos shall prepare and deliver to Meridian a monthly service performance report within ten (10) business days following the end of each calendar month. The monthly service report shall be delivered via email to Meridian's designated technical contact(s) and shall also be made available through the Lumos support portal. Each monthly service report shall include, at a minimum, the following information:

(a) the Monthly Uptime Percentage for the reporting month;

(b) total Downtime during the reporting month, expressed in minutes;

(c) the total number of Incidents reported during the reporting month, broken down by Severity Level (Severity 1 through Severity 4);

(d) mean time to respond for each Severity Level during the reporting month;

(e) mean time to resolve for each Severity Level during the reporting month;

(f) a summary of Scheduled Maintenance performed during the reporting month, including the number of maintenance windows utilized, total maintenance duration, and a brief description of activities performed;

(g) a summary of any Emergency Maintenance performed during the reporting month, including total duration and the reason for each emergency maintenance event;

(h) the amount of any Service Credits accrued during the reporting month, expressed in U.S. Dollars;

(i) cumulative year-to-date Service Credits accrued, expressed in U.S. Dollars; and

(j) any additional notes or commentary regarding service performance, Incident trends, or planned actions.

The format of the monthly service performance report shall substantially conform to the template set forth in Appendix E-1 to this SLA. Lumos may update the format of the report from time to time to reflect additional metrics or improved reporting capabilities, provided that the report continues to include all of the information specified above.

9.2 Quarterly Service Reviews

The parties shall conduct quarterly service review meetings to evaluate SLA performance and discuss strategic service improvement initiatives. Quarterly service review meetings shall be held in person or via videoconference at a mutually agreed time within thirty (30) days following the end of each calendar quarter.

The agenda for each quarterly service review meeting shall include, at a minimum:

(a) review of SLA performance metrics for the preceding quarter, including Monthly Uptime Percentages, Incident volumes and trends, and response and resolution time performance;

(b) discussion of significant Incidents and root cause analysis findings;

(d) capacity planning and forecasting discussions, including review of Meridian's end-user growth trajectory and any anticipated changes in usage patterns;

(e) identification and prioritization of service improvement initiatives; and

(f) review of any open action items from prior quarterly reviews.

Attendees at each quarterly service review meeting shall include, at a minimum, representatives from Lumos's EMEA operations team (including Henrik Dalmqvist, VP, EMEA Sales, or his designee) and Meridian's vendor partnerships team (including Jean-Philippe Moreau, Head of Vendor Partnerships, or his designee). Additional subject matter experts may be invited by either party as appropriate.

Meeting minutes shall be prepared by Lumos and circulated to all attendees within five (5) business days following each meeting. Action items identified during the meeting shall be tracked and reviewed at the subsequent quarterly meeting.

9.3 Annual SLA Review

The parties shall conduct a comprehensive review of this SLA on an annual basis, commencing no later than sixty (60) days prior to each anniversary of the Effective Date, to assess whether the service levels, response times, performance standards, and Service Credit schedule set forth herein remain appropriate in light of the parties' evolving business needs, platform capabilities, market standards, and actual performance experience.

The annual SLA review shall consider, among other factors, the platform's actual uptime performance over the preceding twelve months, the volume and severity distribution of Incidents, changes in end-user expectations, developments in industry standards for SaaS platform availability, and any planned changes to the Lumos Prism™ platform or EMEA Data Center infrastructure.

Any amendments to this SLA resulting from the annual review shall be made in writing and executed by authorized representatives of both Lumos and Meridian, in accordance with Section 13.3 of this SLA and the amendment provisions of the Agreement.

Section 10: Security and Compliance

10.1 Security Measures

Lumos shall implement and maintain industry-standard security measures for the Lumos Prism™ platform and the EMEA Data Center, consistent with Lumos's obligations under the Agreement and the Data Processing Agreement (Exhibit C). Without limiting the generality of the foregoing, Lumos's security measures shall include:

(a) Encryption in Transit. All data transmitted between end users and the Lumos Prism™ platform, and between platform components and the EMEA Data Center infrastructure, shall be encrypted using Transport Layer Security (TLS) version 1.2 or higher.

(b) Encryption at Rest. All EMEA customer data stored within the EMEA Data Center shall be encrypted at rest using Advanced Encryption Standard (AES) with a minimum key length of 256 bits (AES-256).

(c) Multi-Factor Authentication. The Lumos Prism™ platform shall support and, where configured by the end user or Meridian, enforce multi-factor authentication for user access.

(d) Intrusion Detection and Prevention. Lumos shall maintain intrusion detection systems (IDS) and intrusion prevention systems (IPS) to monitor for and respond to unauthorized access attempts and suspicious activity within the EMEA Data Center environment.

(e) Vulnerability Scanning and Penetration Testing. Lumos shall conduct regular vulnerability scanning of the Lumos Prism™ platform and its supporting infrastructure on no less than a quarterly basis, and shall engage qualified third-party security firms to perform penetration testing on no less than an annual basis.

Stratos Cloud Services AG, the operator of the Frankfurt data center, shall maintain current SOC 2 Type II and ISO/IEC 27001:2022 certifications (or their successors) for the Frankfurt facility throughout the term of this SLA. Lumos shall provide Meridian with copies of Stratos Cloud Services AG's SOC 2 Type II audit reports and ISO 27001 certificates upon reasonable written request, subject to any confidentiality restrictions imposed by Stratos Cloud Services AG.

10.2 Security Incident Notification

Lumos shall notify Meridian of any confirmed security breach or security Incident affecting EMEA end-user data within twenty-four (24) hours of Lumos's confirmation of the breach. This notification obligation is consistent with, and in addition to, the notification obligations set forth in the Data Processing Agreement (Exhibit C) and applicable data protection laws, including Regulation (EU) 2016/679 (the General Data Protection Regulation, or "GDPR") and the UK General Data Protection Regulation (the "UK GDPR").

Each security Incident notification shall include, to the extent reasonably available at the time of notification:

(a) a description of the nature of the security breach, including the categories of personal data and data subjects affected;

(b) the approximate number of data subjects and data records affected;

EXHIBIT E
SERVICE LEVEL AGREEMENT (SLA)
Exhibit E to the Channel Reseller Program Agreement dated March 22, 2024 (the "Agreement")
Parties:
Lumos Analytics Inc., a Delaware C-Corporation ("Licensor" or "Lumos"), with principal offices at 4700 Sandhill Road, Suite 300, Palo Alto, CA 94304;
and
Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany ("Reseller" or "Meridian"), with registered offices at Leopoldstraße 78, 80802 München, Germany.
Licensed Product: Lumos Prism™ — AI-powered financial analytics and risk-modeling SaaS platform.
Effective Date: April 1, 2024.
Term: This Service Level Agreement ("SLA") is co-terminus with the Agreement and shall remain in effect during the initial term of the Agreement through March 31, 2029, and any renewal terms thereof, unless earlier terminated in accordance with the terms of the Agreement or this SLA.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. This SLA governs the service levels applicable to Lumos's provision of the Lumos Prism™ platform to end users in the EMEA Territory as defined in Exhibit B to the Agreement. In the event of any conflict between the provisions of this SLA and the body of the Agreement, the Agreement shall control unless this SLA expressly states otherwise with respect to a specific service-level obligation.
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Section 1: Definitions
For the purposes of this Service Level Agreement, the following terms shall have the meanings set forth below:
"Availability" or "Uptime" means the percentage of time during a calendar month that the Lumos Prism™ platform is operational and accessible to authorized end users, as measured at the EMEA Data Center ingress point. Availability shall be calculated by excluding from both the numerator and the denominator of the Monthly Uptime Percentage calculation all minutes attributable to Scheduled Maintenance Windows and Excused Downtime. For the avoidance of doubt, the platform shall be deemed "operational and accessible" when its core functions — including user authentication, dashboard rendering, API endpoints, and analytics processing — are functioning in material conformity with the product documentation.
"Downtime" means any period during which the Lumos Prism™ platform is unavailable to end users, measured from the earlier of (i) the time Lumos's automated monitoring systems detect the outage, or (ii) the time Lumos confirms the outage following a report from Meridian or an end user, through to the time the platform is restored to operational status and accessible to authorized end users. Downtime does not include any period attributable to Scheduled Maintenance performed in accordance with Section 4 or any period constituting Excused Downtime.
"Excused Downtime" means Downtime caused by any of the following:
(a) Force Majeure events as defined in the Agreement;
(b) acts or omissions of Meridian, its sub-distributors, or any end user, including but not limited to misconfiguration of end-user environments, unauthorized modifications to the platform, or failure to implement Lumos-recommended updates;
(c) failures of third-party internet service providers, telecommunications carriers, or network infrastructure providers that are outside Lumos's reasonable control, provided that Lumos has implemented commercially reasonable redundancy measures;
(d) emergency maintenance required to address critical security vulnerabilities, zero-day exploits, or imminent threats to data integrity or platform security, subject to the notice requirements of Section 4.3; and
(e) end-user equipment failures, local network connectivity issues, or browser incompatibilities that prevent individual end users from accessing the platform but do not constitute a platform-wide outage.
"EMEA Data Center" means the Stratos Cloud Services AG cloud infrastructure facility located in Frankfurt am Main, Germany, which serves as the primary hosting environment for the Lumos Prism™ platform for the EMEA Territory. Stratos Cloud Services AG is headquartered at Bahnhofstrasse 42, 8001 Zürich, Switzerland.
"Incident" means any unplanned interruption to, or degradation of, the Lumos Prism™ platform that affects the functionality, performance, or availability of the platform for one or more authorized end users. An Incident may range in severity from a complete platform outage (Severity 1) to a minor cosmetic defect (Severity 4), as classified in accordance with Section 5 of this SLA.
"Monthly Uptime Percentage" means the percentage calculated as follows:
Monthly Uptime Percentage = ((Total Minutes in Month − Downtime Minutes) / (Total Minutes in Month − Scheduled Maintenance Minutes − Excused Downtime Minutes)) × 100
Where:
•  "Total Minutes in Month" means the total number of minutes in the applicable calendar month;
•  "Downtime Minutes" means the aggregate number of minutes of Downtime during the applicable calendar month;
•  "Scheduled Maintenance Minutes" means the aggregate number of minutes during which Scheduled Maintenance was performed in accordance with Section 4 during the applicable calendar month; and
•  "Excused Downtime Minutes" means the aggregate number of minutes of Excused Downtime during the applicable calendar month.
"Scheduled Maintenance Window" means the pre-announced maintenance periods during which Lumos may perform routine maintenance, upgrades, patches, and other planned work on the Lumos Prism™ platform and its underlying infrastructure, as defined and governed by Section 4 of this SLA.
"Service Credit" means a credit issued against future fees owed by Meridian to Lumos under the Agreement, calculated in accordance with the Service Credit schedule and procedures set forth in Section 6 of this SLA. Service Credits are not redeemable for cash and are subject to the caps and limitations described herein.
"Severity Level" means the classification assigned to an Incident based on its impact on end-user operations, as described in Section 5.1 of this SLA. Severity Levels range from Severity 1 (Critical) through Severity 4 (Low).
"Support Hours" means the hours during which Lumos provides standard technical support for the Lumos Prism™ platform, as specified in Section 7.1 of this SLA.
Section 2: Service Availability Commitment
2.1 Uptime Commitment
Lumos commits to maintaining a Monthly Uptime Percentage of not less than 99.95% for the Lumos Prism™ platform as hosted at the Stratos Cloud Services AG EMEA Data Center in Frankfurt am Main, Germany (the "Uptime Commitment"). This commitment applies to the production environment of the Lumos Prism™ platform serving authorized end users within the EMEA Territory.
For reference, a Monthly Uptime Percentage of 99.95% equates to a maximum permissible Downtime of approximately 21.9 minutes per calendar month, calculated based on a thirty (30)-day month containing 43,200 total minutes (43,200 × 0.0005 = 21.6 minutes). The actual permissible Downtime in any given month will vary based on the number of days in that month, after adjusting for Scheduled Maintenance and Excused Downtime.
The Uptime Commitment reflects Lumos's obligation to maintain the platform infrastructure, application layer, and all platform-managed dependencies in a state of operational readiness. This commitment does not extend to third-party integrations, end-user customizations, or functionality that has been expressly designated as outside the scope of this SLA pursuant to Section 12.
2.2 Measurement Methodology
Uptime shall be measured via Lumos's automated monitoring systems, which poll the Lumos Prism™ platform at intervals of sixty (60) seconds from monitoring nodes located within the European Union. The monitoring system tests the availability and responsiveness of the platform's core services, including authentication endpoints, API gateways, dashboard rendering services, and analytics processing engines. A polling failure at any monitoring node shall be confirmed by at least two (2) consecutive failed polls from the same node, or concurrent failures from two (2) or more monitoring nodes, before an outage is recorded. This methodology is designed to minimize false positives while ensuring timely detection of genuine service disruptions.
Lumos shall make monitoring data and availability reports available to Meridian upon reasonable written request, provided that such requests are made no more frequently than once per calendar month. Meridian may designate one or more authorized contacts to receive automated alerts regarding platform availability status, and Lumos shall configure its monitoring systems to deliver such alerts in accordance with Meridian's reasonable instructions.
In the event of a dispute regarding the calculation of Downtime or the Monthly Uptime Percentage for any given month, the parties shall first attempt to resolve the dispute through a joint review of the relevant monitoring logs, Incident records, and any other available data. Such joint review shall be initiated within ten (10) business days following written notice of the dispute by either party. If the parties are unable to resolve the dispute through the joint review process within twenty (20) business days, the dispute shall be escalated and resolved in accordance with the dispute resolution provisions of the Agreement, including binding arbitration under JAMS rules in Los Angeles, California.
2.3 Infrastructure.  The Lumos Prism™ platform for the EMEA Territory is primarily hosted at the Stratos Cloud Services AG cloud infrastructure facility in Frankfurt am Main, Germany. Lumos shall maintain redundant architecture within the Frankfurt data center, including but not limited to redundant compute instances, load balancing, database replication, and automated failover capabilities designed to minimize the duration and impact of infrastructure failures.
Lumos shall ensure that all EMEA customer data is maintained on EU-based cloud infrastructure at the Frankfurt data center, consistent with the data localization requirements set forth in Section 11 of this SLA and the Data Processing Agreement attached as Exhibit C to the Agreement. No EMEA customer data shall be processed or stored outside the European Economic Area without compliance with the applicable provisions of the Data Processing Agreement and Section 11 hereof.
Lumos shall use commercially reasonable efforts to ensure that the infrastructure supporting the Lumos Prism™ platform in the EMEA Territory is designed and maintained to support the Uptime Commitment set forth in Section 2.1, including appropriate power redundancy, network redundancy, and environmental controls at the Frankfurt data center.
Section 3: Platform Performance Standards
3.1 Response Time
In addition to the Uptime Commitment, Lumos commits to maintaining the following platform performance standards under normal operating conditions. For the purposes of this Section 3, "normal operating conditions" means usage patterns consistent with the documented platform specifications and within the capacity parameters provisioned for Meridian's end-user base, excluding periods of Scheduled Maintenance, Excused Downtime, and abnormal load conditions caused by end-user activity that exceeds documented usage limits.
API Response Time. The 95th percentile of API requests submitted to the Lumos Prism™ platform shall return responses within five hundred (500) milliseconds under normal operating conditions. API response time is measured from the time the request is received at the EMEA Data Center ingress point to the time the response is dispatched from the same ingress point. This metric applies to standard API endpoints documented in the Lumos Prism™ API reference guide and does not apply to bulk data export operations, long-running analytical queries, or custom API integrations developed by Meridian or end users.
Dashboard Load Time. The 95th percentile of dashboard page loads initiated by authorized end users shall complete rendering within three (3) seconds under normal operating conditions. Dashboard load time is measured from the time the server-side processing begins to the time the complete page payload is delivered to the end user's browser. Actual rendering time experienced by end users may vary based on local network conditions, browser performance, and end-user device capabilities, which are outside the scope of this performance commitment.
3.2 Data Processing
Batch Analytics Processing. Batch analytics processing jobs submitted through the Lumos Prism™ platform shall complete within the timeframes documented in the Lumos Prism™ technical documentation applicable to the relevant job type and data volume. Lumos shall maintain current and accurate technical documentation specifying expected processing times for standard batch operations and shall update such documentation as platform capabilities evolve. In the event that batch processing times materially exceed documented timeframes on a sustained basis, Lumos shall investigate the root cause and implement corrective measures within a commercially reasonable timeframe.
Real-Time Risk-Modeling Calculations. Real-time risk-modeling calculations executed through the Lumos Prism™ platform shall return results within two (2) seconds for standard data sets. For the purposes of this commitment, a "standard data set" means a data set that falls within the size, complexity, and parameter ranges described in the Lumos Prism™ risk-modeling module documentation. Calculations involving non-standard data sets — including data sets that exceed documented size thresholds or that employ custom modeling parameters — may require additional processing time, and such additional time shall not constitute a breach of this performance standard.
3.3 Capacity.  Lumos shall provision sufficient computational, storage, and network capacity at the EMEA Data Center to accommodate Meridian's projected end-user base, consistent with the Minimum Annual Commitment schedule set forth in Exhibit F to the Agreement and the anticipated growth trajectory discussed during quarterly service reviews. The parties acknowledge that capacity planning is a collaborative process, and Meridian shall provide Lumos with reasonable advance notice of anticipated material changes in end-user volume or usage patterns that may affect capacity requirements.
Lumos shall provide Meridian with not less than ninety (90) days' advance written notice of any material infrastructure changes affecting the EMEA Data Center, including but not limited to changes in the hosting provider, migration to new hardware or software platforms, changes in network architecture, or relocation of data center facilities. Such notice shall include a description of the planned changes, the expected timeline, and an assessment of any anticipated impact on platform availability, performance, or data localization. Lumos shall consult with Meridian regarding any such changes and shall use commercially reasonable efforts to minimize disruption to Meridian's end users.
Section 4: Scheduled Maintenance
4.1 Maintenance Windows
Standard Maintenance Window. The Standard Maintenance Window for the Lumos Prism™ platform in the EMEA Territory shall be Saturdays, 02:00–06:00 CET/CEST (Central European Time during standard time; Central European Summer Time during daylight saving time). Lumos shall use commercially reasonable efforts to perform all routine maintenance, including software updates, patches, infrastructure upgrades, database maintenance, and configuration changes, during the Standard Maintenance Window.
Lumos shall schedule no more than two (2) Standard Maintenance Windows per calendar month. If Lumos determines that additional Standard Maintenance Windows are required in any calendar month, Lumos shall request Meridian's prior written approval, which approval shall not be unreasonably withheld, conditioned, or delayed. Any additional Standard Maintenance Windows approved by Meridian shall be treated as Scheduled Maintenance for purposes of the Monthly Uptime Percentage calculation.
Lumos shall use commercially reasonable efforts to minimize the duration of each maintenance event and to restore the platform to full operational status as promptly as practicable following the completion of maintenance activities. To the extent feasible, Lumos shall implement maintenance procedures that allow for rolling updates or phased deployments that minimize end-user-facing downtime.
4.2 Advance Notice
Lumos shall provide Meridian with at least seven (7) calendar days' prior written notice of each planned Standard Maintenance event. Such notice shall be delivered via email to the designated Meridian technical contact(s) identified pursuant to Section 7.3 of this SLA. Each maintenance notice shall include the following information:
(a) the scheduled date and time of the maintenance window (in CET/CEST);
(b) the estimated duration of the maintenance activities;
(c) a description of the scope and nature of the maintenance activities to be performed;
(d) the expected impact on platform availability and functionality, including whether a full outage, partial outage, or degraded performance is anticipated; and
(e) any actions recommended for end users in advance of or during the maintenance window (e.g., saving work in progress, logging out of active sessions).
Meridian shall be responsible for communicating maintenance schedules and related information to its sub-distributors and end users in the EMEA Territory in a timely manner consistent with its obligations under the Agreement.
4.3 Emergency Maintenance
Lumos reserves the right to perform unscheduled emergency maintenance on the Lumos Prism™ platform at any time when such maintenance is necessary to address critical security vulnerabilities, zero-day exploits, imminent system failures, or other conditions that pose an immediate threat to the integrity, security, or availability of the platform or EMEA customer data.
Lumos shall provide Meridian with as much advance notice of emergency maintenance as is reasonably practicable under the circumstances. In no event shall Lumos provide less than four (4) hours' prior notice of emergency maintenance, except where the emergency requires immediate action to prevent data loss, data corruption, or a security breach affecting end-user data, in which case Lumos shall notify Meridian as soon as practicable and in any event no later than concurrently with the commencement of emergency maintenance activities.
Emergency maintenance notifications shall be delivered to Meridian's designated technical contact(s) via email and, for Severity 1-level emergencies, additionally via telephone. Each emergency maintenance notification shall include a description of the nature of the emergency, the estimated duration of the maintenance, and the expected impact on platform availability.
For purposes of the Monthly Uptime Percentage calculation, emergency maintenance shall be treated as follows: the first thirty (30) cumulative minutes of emergency maintenance in any calendar month shall be treated as Excused Downtime and excluded from the Downtime calculation. Emergency maintenance in excess of thirty (30) cumulative minutes per calendar month that is not otherwise attributable to Excused Downtime events described in Section 1 shall be counted as Downtime for purposes of the Monthly Uptime Percentage calculation.
4.4 Maintenance Reporting
Following each maintenance event — whether standard or emergency — Lumos shall provide Meridian with a post-maintenance summary report within two (2) business days of the completion of the maintenance. Each post-maintenance summary shall include the following:
(a) the date and time the maintenance commenced and concluded;
(b) the actual duration of the maintenance event;
(c) a description of the maintenance activities performed;
(d) a summary of any changes deployed to the production environment;
(e) a description of any impact on platform functionality or availability, including any Incidents that occurred during or as a result of the maintenance; and
(f) any recommended follow-up actions for Meridian or its end users.
Post-maintenance summaries shall be delivered via email to Meridian's designated technical contact(s) and shall also be made available through the Lumos support portal.
Section 5: Incident Classification and Response Times
5.1 Severity Levels
Each Incident reported to or detected by Lumos shall be assigned a Severity Level based on the impact of the Incident on platform availability and end-user operations, in accordance with the following classification framework:
Lumos shall assign the initial Severity Level based on the information available at the time of Incident detection or report. Meridian may request a reclassification of the Severity Level by providing additional information regarding the business impact of the Incident. Lumos shall consider such requests in good faith and shall reclassify the Incident if warranted by the circumstances. Any disputes regarding Severity Level classification shall be escalated in accordance with the escalation procedures set forth in Section 8.
5.2 Initial Response Times
Lumos shall acknowledge and respond to each Incident within the timeframes set forth below, based on the assigned Severity Level. "Initial Response" means a substantive acknowledgment of the Incident by a qualified Lumos support engineer, including confirmation of the Severity Level classification and an initial assessment of the Incident.
Updates shall be provided to Meridian's designated support contact(s) via the Lumos support portal and, for Severity 1 and Severity 2 Incidents, additionally via email and telephone as appropriate. Each update shall include a summary of the current status, actions taken, and expected next steps.
5.3 Target Resolution Times
Lumos shall use continuous commercially reasonable efforts to resolve each Incident within the following target resolution timeframes:
The target resolution times set forth above represent commercially reasonable objectives and reflect Lumos's commitment to timely resolution of Incidents. The parties acknowledge that the complexity and nature of certain Incidents may require resolution times that exceed these targets. Failure to meet a target resolution time shall not, in and of itself, constitute a breach of this SLA, provided that Lumos is using continuous commercially reasonable efforts to diagnose and resolve the Incident and is providing Meridian with regular updates in accordance with Section 5.2.
For the avoidance of doubt, actual Downtime attributable to Severity 1 and Severity 2 Incidents shall be included in the calculation of the Monthly Uptime Percentage and may give rise to Service Credits in accordance with Section 6. Severity 3 and Severity 4 Incidents that do not result in platform unavailability shall not be included in the Downtime calculation.
5.4 Incident Reporting and Tracking
Meridian shall report Incidents to Lumos through one or more of the following channels:
(a) Support Portal. Lumos's designated support portal, accessible via the Lumos Prism™ platform interface, through which Meridian's authorized support contacts may submit, track, and manage Incident reports.
(b) Dedicated Telephone Line. A 24/7 emergency support telephone line designated for Severity 1 and Severity 2 Incidents, the number for which shall be provided to Meridian's authorized support contacts upon execution of the Agreement.
(c) Email. A dedicated email support address designated for Meridian and its authorized sub-distributors, which shall be monitored during Support Hours for Severity 3 and Severity 4 Incidents and continuously for Severity 1 and Severity 2 Incidents.
Each Incident reported to Lumos shall be assigned a unique tracking number, which shall serve as the reference identifier for all communications related to that Incident. Lumos shall provide Meridian with access to an online dashboard through the support portal showing real-time Incident status, including Severity Level classification, current assignee, actions taken, and resolution progress. Meridian's authorized support contacts shall have the ability to view the status of all open and recently resolved Incidents, add comments and supplementary information, and receive automated notifications of status changes.
Upon resolution of each Severity 1 or Severity 2 Incident, Lumos shall prepare and deliver to Meridian a root cause analysis report within five (5) business days of resolution. Such report shall include a description of the Incident, its root cause, the timeline of detection and resolution, the corrective actions taken, and any preventive measures implemented to reduce the likelihood of recurrence.
Section 6: Service Credits
6.1 Eligibility.  If the Monthly Uptime Percentage for any calendar month falls below the Uptime Commitment of 99.95%, Meridian shall be entitled to receive Service Credits in accordance with the schedule set forth in Section 6.2 below. Service Credits represent a credit against future fees owed by Meridian to Lumos under the Agreement and are intended to compensate Meridian for the impact of service level failures on its EMEA reseller operations.
Subject to Section 6.5 (Chronic Failure), Service Credits shall constitute Meridian's sole and exclusive remedy, and Lumos's sole and exclusive liability, for any failure to meet the Uptime Commitment set forth in Section 2.1 of this SLA. The parties acknowledge that Service Credits represent a reasonable and proportionate remedy for service level shortfalls and are not intended as a penalty.
6.2 Service Credit Schedule
Service Credits shall be calculated as a percentage of the Monthly Fees for the affected calendar month, based on the achieved Monthly Uptime Percentage, in accordance with the following schedule:
For the purposes of this Section 6, "Monthly Fees" means the pro-rata monthly portion of Meridian's Minimum Annual Commitment ("MAC") payment applicable to the affected calendar month, calculated as the applicable contract year's MAC divided by twelve (12).
By way of illustration: if the Year 1 Minimum Annual Commitment is Four Million Five Hundred Thousand U.S. Dollars ($4,500,000.00), the Monthly Fees for each month in Year 1 are Three Hundred Seventy-Five Thousand U.S. Dollars ($375,000.00). If the Monthly Uptime Percentage for a given month is 98.50%, the applicable Service Credit tier is 5%, yielding a Service Credit of 5% × $375,000.00 = $18,750.00.
Only one Service Credit tier shall apply per calendar month. If the Monthly Uptime Percentage falls within a given tier, the percentage corresponding to that tier shall be applied to the full Monthly Fees amount; tiers are not cumulative.
6.3 Service Credit Request Process
Meridian must submit a written request for Service Credits within thirty (30) calendar days following the end of the calendar month in which the Downtime giving rise to the Service Credit claim occurred. Failure to submit a request within this period shall constitute a waiver of Meridian's right to Service Credits for that month.
Each Service Credit request shall be submitted to Lumos via email to the address designated for notices under Section 13.5 and shall include the following information:
(a) the calendar month to which the request relates;
(b) the specific dates and times (in CET/CEST) of each Downtime event for which credit is claimed;
(c) the Incident tracking number(s) associated with each Downtime event;
(d) Meridian's calculation of the Monthly Uptime Percentage for the affected month; and
(e) the Service Credit amount claimed by Meridian, with reference to the applicable tier in Section 6.2.
Upon receipt of a Service Credit request, Lumos shall validate the request against its monitoring data, Incident logs, and maintenance records. Lumos shall respond to Meridian's request in writing within fifteen (15) business days, either approving the request, approving a modified amount (with a reasoned explanation), or denying the request (with a reasoned explanation referencing the applicable monitoring data).
Approved Service Credits shall be applied as a credit against the next quarterly payment due from Meridian under the Agreement. If Meridian disputes Lumos's determination, the dispute shall be resolved in accordance with the dispute resolution provisions referenced in Section 13.2.
6.4 Maximum Service Credits
Notwithstanding any other provision of this SLA, the total Service Credits to which Meridian is entitled in any single calendar month shall not exceed thirty percent (30%) of the Monthly Fees for that month.
In addition, the total aggregate Service Credits to which Meridian is entitled in any contract year (each twelve-month period commencing on April 1) shall not exceed fifteen percent (15%) of the applicable year's Minimum Annual Commitment.
Service Credits are not redeemable for cash, may not be transferred or assigned, and may not be carried over or applied to any period beyond the contract year in which they accrued. Upon expiration or termination of the Agreement, any unused or unapplied Service Credits shall be forfeited without further obligation by Lumos.
6.5 Chronic Failure
The parties acknowledge that persistent or recurring failures to meet the Uptime Commitment may cause material harm to Meridian's business and its relationships with EMEA end users that cannot be adequately remedied by Service Credits alone. Accordingly, the following provisions shall apply:
If the Monthly Uptime Percentage falls below ninety-five percent (95.00%) for any three (3) consecutive calendar months, or falls below ninety-nine percent (99.00%) for any six (6) months within a rolling twelve (12)-month period, Meridian shall have the right, in addition to any accrued and unpaid Service Credits, to terminate the Agreement upon thirty (30) days' prior written notice to Lumos, subject to the termination and wind-down provisions set forth in the Agreement.
In the event of termination by Meridian pursuant to this Section 6.5, Meridian shall be entitled to a pro-rata refund of prepaid and unused Minimum Annual Commitment amounts for the period following the effective date of termination, calculated on a daily basis from the effective date of termination through the end of the then-current contract year. Such refund shall be paid by Lumos within forty-five (45) days of the effective date of termination.
The termination right set forth in this Section 6.5 is in addition to, and does not limit, any other termination rights that Meridian may have under the Agreement.
Section 7: Support Services
7.1 Support Hours
Lumos shall provide technical support for the Lumos Prism™ platform during the following hours:
Standard Support. Monday through Friday, 08:00–20:00 CET/CEST, excluding German federal public holidays (Bundeseinheitliche Feiertage). Standard Support covers Incidents classified as Severity 3 and Severity 4, as well as general service requests, configuration inquiries, and usage questions.
Emergency Support (Severity 1 and Severity 2). Twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year, including weekends and all holidays. Emergency Support is available for Incidents classified as Severity 1 (Critical) and Severity 2 (High), and is staffed by on-call support engineers with access to Lumos's engineering and operations teams.
7.2 Support Channels
Lumos shall make the following support channels available to Meridian and its authorized contacts:
(a) Dedicated Support Portal. A web-based support portal accessible via the Lumos Prism™ platform interface, providing Incident submission and tracking, service request management, status dashboards, and access to knowledge base articles and documentation.
(b) Dedicated Email Support. A designated email support address reserved for Meridian and its authorized sub-distributors in the EMEA Territory. Emails submitted during Support Hours will be acknowledged within the applicable Initial Response Time for the assigned Severity Level.
(c) 24/7 Emergency Telephone Hotline. A dedicated telephone hotline for Severity 1 and Severity 2 Incidents, staffed around the clock by qualified support engineers. The telephone number for the emergency hotline shall be communicated to Meridian's authorized support contacts in writing.
(d) Online Knowledge Base and Self-Service Documentation. A comprehensive library of technical documentation, user guides, FAQs, troubleshooting guides, release notes, and best-practice resources, maintained by Lumos and accessible to Meridian's authorized contacts and EMEA end users through the Lumos Prism™ platform.
7.3 Designated Contacts
Meridian shall designate up to five (5) authorized support contacts who are permitted to submit Incidents and service requests on behalf of Meridian and its EMEA end users. Meridian's authorized support contacts shall serve as the primary liaison between Meridian's end-user base and Lumos's support organization. Meridian may change its designated contacts at any time by providing written notice to Lumos, and Lumos shall update its support systems within two (2) business days of receiving such notice.
Lumos shall designate a named Technical Account Manager ("TAM") for the Meridian account. The TAM shall serve as Meridian's primary point of contact within Lumos for escalated support issues, service review meetings, and strategic account matters. The TAM shall have working knowledge of the Lumos Prism™ platform and the specific configuration and deployment applicable to the EMEA Territory.
The parties shall exchange complete contact information for all designated contacts — including names, titles, email addresses, and telephone numbers — in writing within ten (10) business days following the Effective Date of April 1, 2024. Each party shall promptly notify the other in writing of any changes to its designated contacts.
7.4 Language Support
The primary language of all support communications shall be English. All support documentation, knowledge base articles, and standard support interactions shall be provided in English.
Lumos shall use commercially reasonable efforts to provide support in German and French for Severity 1 (Critical) and Severity 2 (High) Incidents, subject to the availability of qualified support personnel with the requisite language capabilities. The availability of German- and French-language support is provided on a best-efforts basis and does not constitute a guaranteed service level. In the event that German- or French-language support is not immediately available for a Severity 1 or Severity 2 Incident, Lumos shall provide initial support in English without delay and shall endeavor to assign a German- or French-speaking support resource as soon as one becomes available.
Section 8: Escalation Procedures
8.1 Escalation Matrix — Lumos
The following escalation matrix shall apply to Incidents affecting the Lumos Prism™ platform in the EMEA Territory. Escalation shall proceed sequentially through the levels described below, based on the applicable triggers:
8.2 Escalation Matrix — Meridian
Meridian's corresponding escalation contacts are as follows:
8.3 Escalation Process
Either party may initiate an escalation by providing written notice (including email) to the appropriate contact at the corresponding escalation level. Escalation notices shall reference the Incident tracking number, a summary of the Incident and its current status, the reason for escalation, and the specific action or outcome requested.
Each escalation level shall carry a mandatory response obligation: the contacted individual (or their designee) shall respond within two (2) hours during Support Hours, or within one (1) hour at any time for Severity 1 Incidents. The responding individual shall acknowledge receipt of the escalation, confirm their engagement, and provide an initial assessment of the situation and proposed next steps.
For all Severity 1 Incidents that are escalated to Level 2 or above, the parties shall convene a joint bridge call (via telephone or videoconference) within thirty (30) minutes of the escalation. The bridge call shall remain active until the Incident is mitigated or the parties mutually agree to transition to periodic updates. Participants on the bridge call shall include, at a minimum, the Lumos support engineer assigned to the Incident, the Lumos escalation contact at the applicable level, and Meridian's designated support contact.
The escalation process is intended to supplement, not replace, the standard Incident management process. Escalation shall not alter the Severity Level classification of an Incident unless reclassification is warranted based on additional information gathered during the escalation.
Section 9: Reporting and Governance
9.1 Monthly Service Reports
Lumos shall prepare and deliver to Meridian a monthly service performance report within ten (10) business days following the end of each calendar month. The monthly service report shall be delivered via email to Meridian's designated technical contact(s) and shall also be made available through the Lumos support portal. Each monthly service report shall include, at a minimum, the following information:
(a) the Monthly Uptime Percentage for the reporting month;
(b) total Downtime during the reporting month, expressed in minutes;
(c) the total number of Incidents reported during the reporting month, broken down by Severity Level (Severity 1 through Severity 4);
(d) mean time to respond for each Severity Level during the reporting month;
(e) mean time to resolve for each Severity Level during the reporting month;
(f) a summary of Scheduled Maintenance performed during the reporting month, including the number of maintenance windows utilized, total maintenance duration, and a brief description of activities performed;
(g) a summary of any Emergency Maintenance performed during the reporting month, including total duration and the reason for each emergency maintenance event;
(h) the amount of any Service Credits accrued during the reporting month, expressed in U.S. Dollars;
(i) cumulative year-to-date Service Credits accrued, expressed in U.S. Dollars; and
(j) any additional notes or commentary regarding service performance, Incident trends, or planned actions.
The format of the monthly service performance report shall substantially conform to the template set forth in Appendix E-1 to this SLA. Lumos may update the format of the report from time to time to reflect additional metrics or improved reporting capabilities, provided that the report continues to include all of the information specified above.
9.2 Quarterly Service Reviews
The parties shall conduct quarterly service review meetings to evaluate SLA performance and discuss strategic service improvement initiatives. Quarterly service review meetings shall be held in person or via videoconference at a mutually agreed time within thirty (30) days following the end of each calendar quarter.
The agenda for each quarterly service review meeting shall include, at a minimum:
(a) review of SLA performance metrics for the preceding quarter, including Monthly Uptime Percentages, Incident volumes and trends, and response and resolution time performance;
(b) discussion of significant Incidents and root cause analysis findings;
(c) review of planned infrastructure changes, platform updates, and release schedules;
(d) capacity planning and forecasting discussions, including review of Meridian's end-user growth trajectory and any anticipated changes in usage patterns;
(e) identification and prioritization of service improvement initiatives; and
(f) review of any open action items from prior quarterly reviews.
Attendees at each quarterly service review meeting shall include, at a minimum, representatives from Lumos's EMEA operations team (including Henrik Dalmqvist, VP, EMEA Sales, or his designee) and Meridian's vendor partnerships team (including Jean-Philippe Moreau, Head of Vendor Partnerships, or his designee). Additional subject matter experts may be invited by either party as appropriate.
Meeting minutes shall be prepared by Lumos and circulated to all attendees within five (5) business days following each meeting. Action items identified during the meeting shall be tracked and reviewed at the subsequent quarterly meeting.
9.3 Annual SLA Review
The parties shall conduct a comprehensive review of this SLA on an annual basis, commencing no later than sixty (60) days prior to each anniversary of the Effective Date, to assess whether the service levels, response times, performance standards, and Service Credit schedule set forth herein remain appropriate in light of the parties' evolving business needs, platform capabilities, market standards, and actual performance experience.
The annual SLA review shall consider, among other factors, the platform's actual uptime performance over the preceding twelve months, the volume and severity distribution of Incidents, changes in end-user expectations, developments in industry standards for SaaS platform availability, and any planned changes to the Lumos Prism™ platform or EMEA Data Center infrastructure.
Any amendments to this SLA resulting from the annual review shall be made in writing and executed by authorized representatives of both Lumos and Meridian, in accordance with Section 13.3 of this SLA and the amendment provisions of the Agreement.
Section 10: Security and Compliance
10.1 Security Measures
Lumos shall implement and maintain industry-standard security measures for the Lumos Prism™ platform and the EMEA Data Center, consistent with Lumos's obligations under the Agreement and the Data Processing Agreement (Exhibit C). Without limiting the generality of the foregoing, Lumos's security measures shall include:
(a) Encryption in Transit. All data transmitted between end users and the Lumos Prism™ platform, and between platform components and the EMEA Data Center infrastructure, shall be encrypted using Transport Layer Security (TLS) version 1.2 or higher.
(b) Encryption at Rest. All EMEA customer data stored within the EMEA Data Center shall be encrypted at rest using Advanced Encryption Standard (AES) with a minimum key length of 256 bits (AES-256).
(c) Multi-Factor Authentication. The Lumos Prism™ platform shall support and, where configured by the end user or Meridian, enforce multi-factor authentication for user access.
(d) Intrusion Detection and Prevention. Lumos shall maintain intrusion detection systems (IDS) and intrusion prevention systems (IPS) to monitor for and respond to unauthorized access attempts and suspicious activity within the EMEA Data Center environment.
(e) Vulnerability Scanning and Penetration Testing. Lumos shall conduct regular vulnerability scanning of the Lumos Prism™ platform and its supporting infrastructure on no less than a quarterly basis, and shall engage qualified third-party security firms to perform penetration testing on no less than an annual basis.
Stratos Cloud Services AG, the operator of the Frankfurt data center, shall maintain current SOC 2 Type II and ISO/IEC 27001:2022 certifications (or their successors) for the Frankfurt facility throughout the term of this SLA. Lumos shall provide Meridian with copies of Stratos Cloud Services AG's SOC 2 Type II audit reports and ISO 27001 certificates upon reasonable written request, subject to any confidentiality restrictions imposed by Stratos Cloud Services AG.
10.2 Security Incident Notification
Lumos shall notify Meridian of any confirmed security breach or security Incident affecting EMEA end-user data within twenty-four (24) hours of Lumos's confirmation of the breach. This notification obligation is consistent with, and in addition to, the notification obligations set forth in the Data Processing Agreement (Exhibit C) and applicable data protection laws, including Regulation (EU) 2016/679 (the General Data Protection Regulation, or "GDPR") and the UK General Data Protection Regulation (the "UK GDPR").
Each security Incident notification shall include, to the extent reasonably available at the time of notification:
(a) a description of the nature of the security breach, including the categories of personal data and data subjects affected;
(b) the approximate number of data subjects and data records affected;
(c) the likely consequences of the breach for affected data subjects;
(d) the measures taken or proposed by Lumos to address the breach, including measures to mitigate its potential adverse effects; and
(e) the name and contact details of the Lumos data protection officer or other designated contact from whom additional information may be obtained.
Lumos shall cooperate fully with Meridian in investigating and remediating any security breach affecting EMEA end-user data and shall provide such additional information and assistance as Meridian reasonably requires to comply with its own notification obligations under applicable data protection laws.
10.3 Business Continuity and Disaster Recovery
Lumos shall maintain a documented business continuity plan ("BCP") and disaster recovery plan ("DRP") for the Lumos Prism™ platform and the EMEA Data Center. The BCP and DRP shall be designed to ensure the continued availability and integrity of the platform and EMEA customer data in the event of a disaster, major system failure, or other disruptive event.
Lumos's disaster recovery capabilities for the Lumos Prism™ platform shall meet or exceed the following objectives:
Recovery Point Objective (RPO): One (1) hour. In the event of a disaster or major system failure, the maximum data loss shall not exceed one (1) hour of transactional data, as measured from the point of the most recent successful data backup or replication.
Recovery Time Objective (RTO): Four (4) hours. In the event of a disaster or major system failure, Lumos shall restore the Lumos Prism™ platform to operational status within four (4) hours of the declaration of a disaster event.
Lumos shall test its disaster recovery plan at least annually through a full or partial disaster recovery exercise. Following each disaster recovery test, Lumos shall prepare a summary report documenting the scope of the test, the results achieved (including actual RPO and RTO performance), any deficiencies identified, and corrective actions taken or planned. Lumos shall provide Meridian with a copy of the disaster recovery test summary report upon reasonable written request.
Section 11: Data Localization
All processing and storage of EMEA customer data in connection with the Lumos Prism™ platform shall occur exclusively within the Stratos Cloud Services AG EMEA Data Center located in Frankfurt am Main, Germany, except as otherwise expressly permitted under the Data Processing Agreement (Exhibit C to the Agreement) and the Standard Contractual Clauses (Module Two — Controller-to-Processor) incorporated therein.
Lumos shall not migrate, transfer, or cause to be transferred any EMEA customer data to data center facilities, servers, or storage infrastructure located outside the European Economic Area without Meridian's prior written consent and full compliance with applicable data transfer mechanisms under the GDPR (including, where applicable, Standard Contractual Clauses, adequacy decisions, or binding corporate rules) and the UK GDPR (including, where applicable, the UK International Data Transfer Agreement or UK Addendum to the EU Standard Contractual Clauses).
The parties acknowledge that the EMEA Data Center is operated by Stratos Cloud Services AG, headquartered at Bahnhofstrasse 42, 8001 Zürich, Switzerland, and that Stratos Cloud Services AG serves as a sub-processor to Lumos for the purpose of providing cloud infrastructure hosting services. Stratos Cloud Services AG's role as a sub-processor is governed by the sub-processor provisions of the Data Processing Agreement (Exhibit C).
Lumos shall ensure that Stratos Cloud Services AG maintains appropriate technical and organizational measures to ensure the security, confidentiality, and integrity of EMEA customer data processed and stored at the Frankfurt data center, and that such measures are consistent with the requirements of this SLA and the Data Processing Agreement.
Section 12: Limitations and Exclusions
12.1 SLA Exclusions
This SLA, including the Uptime Commitment, performance standards, and Service Credit provisions, does not apply to, and Lumos shall have no liability under this SLA for, any of the following:
(a) Beta and Preview Features. Any features, modules, or functionalities of the Lumos Prism™ platform that are designated by Lumos as "beta," "preview," "early access," "experimental," or any similar designation indicating that the feature is not generally available for production use. Lumos shall clearly identify any such features in the platform interface and documentation.
(b) Excused Downtime. Any Downtime resulting from Excused Downtime events as defined in Section 1 of this SLA, including Force Majeure events, Meridian's or end-user acts or omissions, third-party internet service provider failures, emergency security maintenance (subject to Section 4.3), and end-user equipment or connectivity failures.
(c) End-User Infrastructure. Any performance issues, access failures, or degraded functionality caused by end-user equipment (including hardware, operating systems, and browsers), local network conditions, or internet connectivity issues that are outside Lumos's reasonable control and do not reflect a failure of the Lumos Prism™ platform itself.
(d) Unauthorized Modifications. Any performance issues, errors, or outages caused by unauthorized modifications, configurations, customizations, or integrations implemented by Meridian, its sub-distributors, or end users in violation of the Agreement, the platform documentation, or Lumos's published integration guidelines.
(e) Scheduled Maintenance. Downtime occurring during Scheduled Maintenance Windows performed in accordance with Section 4 of this SLA.
12.2 Sole Remedy
Subject to Section 6.5 (Chronic Failure), the Service Credits described in Section 6 of this SLA constitute Meridian's sole and exclusive remedy, and Lumos's sole and exclusive liability, for any failure to meet the service levels, uptime commitments, response times, or performance standards set forth in this SLA. Meridian expressly waives any right to claim direct, indirect, consequential, special, or punitive damages arising from or related to Lumos's failure to meet the service levels set forth herein, except as expressly provided in Section 6.5.
Nothing in this Section 12.2 shall be construed to limit: (i) Lumos's indemnification obligations set forth in Article XII of the Agreement; (ii) Lumos's liability for willful misconduct, gross negligence, or fraud; (iii) Lumos's obligations under the Data Processing Agreement (Exhibit C) with respect to data security breaches or unauthorized processing of personal data; or (iv) either party's liability for breach of its confidentiality obligations under the Agreement.
Section 13: Miscellaneous
13.1 Governing Law
This Exhibit E shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of laws principles, consistent with the governing law provision of the Agreement.
13.2 Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to this SLA, including the interpretation, performance, or breach hereof, shall be resolved in accordance with the dispute resolution provisions of the Agreement. As set forth in the Agreement, disputes shall be submitted to binding arbitration administered by JAMS in Los Angeles, California, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in any state or federal court of competent jurisdiction located in Santa Clara County, California, without first submitting the matter to arbitration, where such relief is necessary to prevent irreparable harm.
13.3 Amendments.  This SLA may be amended, modified, or supplemented only by a written instrument duly executed by authorized representatives of both Lumos and Meridian. No oral agreement, course of dealing, or course of performance shall operate to modify the terms of this SLA. Any such written amendment shall be appended to the Agreement as a modification to this Exhibit E and shall specify the effective date of the amendment.
13.4 Entire Agreement
This SLA, together with the Agreement and its other Exhibits (including, without limitation, Exhibit A (Product Specifications), Exhibit B (Territory and Exclusivity), Exhibit C (Data Processing Agreement), Exhibit D (Marketing and Brand Guidelines), and Exhibit F (Minimum Annual Commitment Schedule)), constitutes the entire understanding and agreement between the parties with respect to the service levels, availability commitments, and support obligations applicable to the Lumos Prism™ platform in the EMEA Territory. This SLA supersedes all prior or contemporaneous oral or written communications, proposals, negotiations, and agreements between the parties relating to the subject matter hereof.
13.5 Notices.  All notices, requests, demands, and other communications required or permitted to be given under this SLA (other than Incident reports, routine operational communications, and maintenance notifications, which shall be delivered through the channels specified in Sections 5.4 and 4.2, respectively) shall be in writing and shall be delivered in accordance with the notice provisions of the Agreement.
Notices under this SLA shall be addressed as follows:
If to Lumos:
Lumos Analytics Inc.
Attn: Daniel Ostroff, VP, Legal & Compliance
4700 Sandhill Road, Suite 300 Palo Alto, CA 94304 United States of America
If to Meridian:
Meridian Data Solutions GmbH
Attn: Dr. Anneliese Brandt, General Counsel
Leopoldstraße 78 80802 München Germany
Either party may change its notice address by providing written notice to the other party in accordance with this Section 13.5.
Incorporation by Reference
This Exhibit E is not separately executed but is incorporated by reference into, and forms an integral part of, the Channel Reseller Program Agreement dated March 22, 2024, executed by the following authorized representatives of the parties:
LUMOS ANALYTICS INC.
By: ________
Name: Priya Raghavan
Title: Chief Executive Officer
Date: March 22, 2024
MERIDIAN DATA SOLUTIONS GMBH
By: ________
Name: Florian Eckstein
Title: Geschäftsführer
Date: March 22, 2024
APPENDIX E-1
SLA PERFORMANCE METRICS DASHBOARD TEMPLATE
Template for the Monthly Service Performance Report referenced in Section 9.1 of Exhibit E — Service Level Agreement (SLA). This template shall be completed by Lumos Analytics Inc. and delivered to Meridian Data Solutions GmbH within ten (10) business days following the end of each calendar month.
Reporting Month: ______
Report Prepared By: ______
Date of Report: ______
Part 1: Availability Metrics
Part 2: Incident Summary
Part 3: Maintenance Summary
Part 4: Service Credits
Part 5: Notes and Commentary
Provide a narrative summary of significant events during the reporting month, including notable Incidents, root cause analysis findings, infrastructure changes, service improvement actions taken or planned, and any other information relevant to SLA performance.
________________________________________
________________________________________
________________________________________
________________________________________
________________________________________
Prepared by Lumos Analytics Inc. | Reviewed by: ______ | **Date:** ______
— End of Exhibit E —
Severity Level | Description | Examples
Severity 1 — Critical | Complete platform outage or data integrity issue affecting all or substantially all EMEA end users; no workaround available. The Incident renders the platform entirely unusable for its intended purpose and has an immediate, significant impact on end-user business operations. | Full platform unavailability across the EMEA Territory; data corruption affecting production datasets; confirmed security breach affecting end-user data; complete failure of authentication services preventing all user logins.
Severity 2 — High | Major platform functionality is significantly degraded or unavailable for a material number of EMEA end users; a limited workaround may exist but does not fully restore normal operations. The Incident has a substantial impact on end-user productivity and may affect time-sensitive business processes. | Core analytics engine failure; authentication service failure affecting a subset of users; significant performance degradation exceeding ten times (10×) normal response times; failure of real-time risk-modeling calculations; inability to access or generate critical financial reports.
Severity 3 — Medium | Non-critical platform functionality is impaired; a reasonable workaround is available that allows end users to continue their primary business operations with moderate inconvenience. The Incident has a moderate impact on end-user operations but does not prevent the use of core platform features. | Minor feature unavailability (e.g., a specific visualization type or export format); intermittent errors affecting non-core functions; delays in batch reporting or data refresh cycles; degraded performance in secondary modules.
Severity 4 — Low | Minor issue with minimal or no impact on end-user operations; cosmetic defects; documentation errors; or general inquiries and feature enhancement requests. The Incident does not impair the usability of the platform for its intended purpose. | User interface display inconsistencies; typographical errors in platform interface or documentation; minor formatting issues in exported reports; feature enhancement or usability improvement requests.
Severity Level | Initial Response Time | Update Frequency
Severity 1 — Critical | Fifteen (15) minutes, measured 24 hours per day, 7 days per week, 365 days per year | Every thirty (30) minutes until the Incident is mitigated (i.e., a workaround or partial resolution is in place); every two (2) hours thereafter until the Incident is fully resolved
Severity 2 — High | One (1) hour, measured 24 hours per day, 7 days per week, 365 days per year | Every two (2) hours until the Incident is mitigated; every four (4) hours thereafter until the Incident is fully resolved
Severity 3 — Medium | Four (4) business hours, measured during Support Hours | Every business day until fully resolved
Severity 4 — Low | One (1) business day, measured during Support Hours | Weekly until resolved, or at such other frequency as mutually agreed by the parties
Severity Level | Target Resolution Time
Severity 1 — Critical | Four (4) hours
Severity 2 — High | Eight (8) hours
Severity 3 — Medium | Five (5) business days
Severity 4 — Low | Thirty (30) business days, or the next scheduled platform release, whichever is earlier
Monthly Uptime Percentage | Service Credit (as a % of Monthly Fees for the Affected Month)
99.00% to less than 99.95% | 5%
95.00% to less than 99.00% | 10%
90.00% to less than 95.00% | 20%
Below 90.00% | 30%
Escalation Level | Lumos Contact | Trigger
Level 1 — Technical Support | Support Engineer (on-call) | Initial Incident report received from Meridian or detected by Lumos monitoring systems. The assigned support engineer shall conduct initial diagnosis and begin remediation efforts.
Level 2 — Engineering Management | Engineering Manager, Lumos Prism™ EMEA Operations | A Severity 1 Incident

EXHIBIT E

SERVICE LEVEL AGREEMENT (SLA)

Record

Parties

Dates

Amounts