January 1st 2018

Exhibit 1 – WARPCACHE B.V. PLATFORM SERVICE DESCRIPTION & TERMS


1.
Service Description. Warpcache provides a content delivery optimization service, that optimally routes content through 1 or more CDNs.

1.1 These Service Terms are applicable where Customer orders the Warpcache Platform with or without Warpcache provided as a service for one or more CDN‘s and or DNS services. Warpcache provides the following services; Caching, Streaming, Storage, DNS, Load Balancing and any other services that may be added in the future via Warpcaches supplier partners that provide the underlying network and computing infrastructure necessary to operate the Warpcache Platform.

2. Charges. The manner of billing and applicable charges shall be set forth in the Service Order for each applicabable service and shall remain in effect during the Service Term period. Billing options may include the following:

(A) Caching Usage: Warpcache will invoice Customer for the total outbound bytes of content transferred utilizing the Warpcache Platform at the price per TB set forth in the applicable Service Order.

(B) Committed Data Rate (CDR): Customer shall be billed based on a Committed Data Rate (“CDR”) which is the base minimum number of Terabytes (TB) delivered. CDR charges for the Service consist of four components: (a) a non-recurring installation charge per End-Customer v-hosts; (b) a monthly recurring charge (if applicable); (c) a monthly recurring charge based on the CDR; and (d) monthly usage charges to the extent usage exceeds the CDR.

(C) Platform End-Customer License: Monthly or Pre-Paid 1 & 2 year invoicing

(D) Unified Multi-CDN Reporting: Monthly or Pre-Paid 1 & 2 year invoicing

2.1 CDN & DNS Ratio. In Customer deployments where CDN & DNS are included in the per TB rate as a blended one price per TB, the DNS request ratio to 1 TB Delivered if exceeds 500K or greater to 1 TB delivered – if exceeds this ratio, additional DNS charges will be charged at the per 1 million DNS rate specified on the Service Order.

January 1st 2018

Exhibit 2 – WARPCACHE B.V. PLATFORM SLA


I.  Service Levels Agreements
. As specfied in this Agreement, the Service Level Agreements (each an “SLA”) are defined in this Agreement

II. Warpcache Platform Service Level Agreement (SLA)

These Service Levels provide to Customer certain rights and remedies regarding the Warpcache Platform.

1. Service Specific SLA’s

1.1 AS it pertains to the following Services: Caching, Streaming & Storage Services: Warpcache does not provide any SLA’s for these Services. This applies to all CDN’s deployed by the Customer. CDN’s are by themselves designed for redundancies and multiple CDN’s provide even more redundancies, as such, Warpcache acts as an intermediary conduit for the transmission of Customer Content and provides Customers debugging tools and the ability for the Customer to be able to add and remove a troubled CDN in real time. Customer is responsible solely for making sure that all CDN configurations are working and tested before being deployed into any production environment.

1.2 DNS & Load Balancing Services: Warpcache acts as an intermediary conduit for the transmission of Customer Content with the use of leading Third-Party DNS & Load Balancing service providers. Customer is responsible solely for making sure that all CDN configurations are working with the DNS services and are tested before being deployed into any production environment.

1.3 Warpcache Provisioning & Support Portal: Monthly availability per the SLA table below

1.4 “Services Outage” means an instance in which the Warpcache Provisioning & Support Portal is not available for more than 20 consecutive minutes.

2. Warpcache Provisioning & Support Portal Availability

Subject to the SLA Exceptions set forth in the Agreement, Warpcache provides a 99.9% Uptime Guarantee on the Availability of the Warpcache Provisioning & Support Portal. Subject to the terms and conditions of this SLA that covers the monthly or other term as defined on the Service Order for the Warpcache End-Customer Platform License. Warpcache shall issue to Customer a credit for a Services Outage based on the percentage availability in a given monthly billing period as follows (credit amounts expressed as a percentage of the fee for the affected Service).

Availability Percent Monthly Credit Percent
99.99% – 99.9% 5%
99.80% – 99.0% 15%
less than 99.0% 25%

3. SLA Credit Request

To receive Credit under this Services SLA, Customer must submit a request in writing via e-mail to support@warpcache.com. The request must include Customer’s (a) company name, (b) contact name, (c) e-mail address and (d) phone number, as well as (e) the date of the suspected Services Outage and (f) a reasonably detailed description of the reason for the Credit request. Warpcache must receive the Credit request within 30 Days after the suspected Services Outage has occurred. The suspected Services Outage must be capable of confirmation by Warpcache’s measurement tools. Any issued Credit shall be applied to Customer’s next applicable invoice after Warpcache initially received the Credit request. Credits are exclusive of any Taxes charged to Customer or collected by Warpcache.

4. Miscellaneous

4.1 Service Credits shall not entitle Customer to any refund, reimbursement or other payment from Warpcache. Service credits shall not be applied or transferred to other accounts of the Customer or of third parties.

4.2 Notwithstanding anything in this SLA to the contrary, total Credits issued to Customer in connection with any calendar month shall not exceed the Base End-Customer Platform Fee paid by Customer for such month. All Credit is calculated on the basis of a 30-day month. To be eligible for Credit, Customer must follow Warpcache’s published instructions for use of Services; improper use shall result in ineligibility. Credit shall not be issued if Customer is in breach of the Agreement, including an applicable Service Order, including breach for non-payment. Credit will only be issued if Customer has paid in full for Services covering the time period within which the Credit is requested. This SLA sets forth Customer’s sole and exclusive remedy for a Services Outage.