Service Level Agreement (SLA)

This is a preliminary translation. The Portuguese version is authoritative. For questions, contact us at juridico@talkover.ai.

1. Subject matter and scope

This Service Level Agreement (hereinafter the "Agreement" or "SLA") governs exclusively the provision of technical support for the Talkover platform (hereinafter the "Platform"), supplied by Talkover Serviços Ltda. (hereinafter "Talkover") under the Software as a Service (SaaS) model.

This Agreement forms, for all purposes, part of the End User License Agreement (EULA) entered into between Talkover and the Customer, of which it is an inseparable component. Capitalized terms not defined in this Agreement have the meaning assigned to them in the EULA.

This Agreement applies exclusively to Customers that maintain an active contract and that are in good standing with respect to the financial obligations undertaken toward Talkover. The absence of an active contract, the suspension of access for non-payment or the termination of the contract, for any reason, entirely exclude the application of the commitments set out herein.

In the event of any discrepancy between this Agreement and the EULA, the provisions of the EULA shall prevail, subject to the order of precedence established therein.

2. Single channel and support hours

Technical support is provided exclusively through the electronic address suporte@talkover.ai, hereinafter referred to as the "Single Channel".

Requests submitted by any other means — including, without limitation, instant messaging applications, telephone calls, social media, sales forms, sales channels or direct contact with employees, agents, consultants or representatives of Talkover — do not constitute the opening of a support ticket, generate no record, do not start the running of any time period and do not oblige Talkover to take any action.

Support is provided on business days, from 9:00 a.m. to 6:00 p.m., Brasília official time, and in Brazilian Portuguese. Business days are those that are not Saturdays, Sundays or national holidays, as well as holidays observed in the municipality of Talkover's headquarters.

The first response time period set out in section 5 runs only within support hours. Support tickets received outside those hours, on weekends or on holidays are deemed received at the first minute of the support hours of the following business day, from which moment the count begins.

3. Users authorized to open support tickets

Only persons previously designated by the Customer and belonging to its own staff of employees, partners, officers or formally engaged service providers (hereinafter "Users Authorized to Open Tickets") may open a support ticket through the Single Channel.

The Customer is responsible for keeping the list of Users Authorized to Open Tickets permanently up to date with Talkover, immediately reporting additions, removals and changes to contact details. Until a removal is reported, Talkover may treat as valid a request originating from a person included in the current list.

The Customer shall not forward to Talkover support tickets, requests, complaints or questions originating from its own customers, clients, Call Participants or end users. The relationship with such third parties is the Customer's sole responsibility, and it is incumbent upon the Customer to provide them with first-level support and, only when actually necessary and after its own triage, to submit its own technical support ticket to Talkover, in its own name and through the Single Channel.

A support ticket opened by an unauthorized person may be refused, filed or answered solely with the instruction that it be resubmitted by a User Authorized to Open Tickets, without any time period or obligation arising therefrom for Talkover.

4. Severity classification

Every admitted support ticket is classified into one of the four severity levels below, according to the objective characterization of the reported event:

The severity classification is assigned by Talkover at the time of triage, based on the information provided by the Customer and on the technical assessment of the reported event. The severity indicated by the Customer when opening the support ticket is merely informative and is not binding on Talkover.

The Customer may request the reclassification of the support ticket, provided that the request is substantiated and accompanied by technical evidence demonstrating the intended characterization. Talkover will review the request and communicate its decision through the Single Channel, retaining the final word on the applicable severity.

Reclassification of severity, when granted, takes effect as of the date and time of the decision, restarting the count of the first response time period according to the newly assigned level, where no initial response has yet been given.

5. First response commitment

Subject to the conditions of this Agreement, Talkover undertakes to provide the first response to admitted support tickets within the following time periods, counted as set out in section 2:

"First response" means the qualified initial communication from Talkover support regarding the support ticket — understood as the communication that confirms receipt, states the assigned severity and presents the initial technical direction, the preliminary understanding of the event or the request for the additional information required to proceed with the analysis.

The first response is not to be confused with the resolution of the support ticket. This Agreement does not establish, does not commit to and does not guarantee any time period for resolution, correction, workaround, restoration or completion of analysis, at any severity level. As to resolution, Talkover undertakes exclusively to use commercially reasonable efforts, according to the technical criteria and the order of priority that it adopts, without the elapsing of any period of time constituting a breach, authorizing the application of any penalty or giving rise to any credit, abatement, discount or indemnification of any nature.

Compliance with the first response commitment is verified exclusively by the Single Channel records maintained by Talkover, which constitute the source of truth as to the date and time of receipt of the support ticket and of dispatch of the initial response.

6. Escalation

If no first response is provided within the applicable time period, or if the Customer considers the handling given to the support ticket to be insufficient, it may request escalation through the Single Channel, indicating the number or identifier of the support ticket and the grounds for the request. Escalation follows the levels below, in the order in which they are set out:

Escalation ensures the Customer access to a higher level of analysis regarding the support ticket. Escalation does not entail any time period of its own, guaranteed priority, allocation of additional resources or commitment to a result, and does not change the first response time periods nor create any resolution commitment.

There is no time period associated with each level. The movement from one level to another follows Talkover's technical assessment of the nature and complexity of the support ticket, and may occur on Talkover's own initiative, regardless of any request by the Customer.

7. Scope of support

7.1. Included activities

The technical support provided under this Agreement comprises exclusively:

• clarification of technical questions concerning the operation of the Platform and of its features made available to the Customer;
• analysis of unexpected behavior of the Platform, upon an objective and reproducible report submitted by the Customer;
• guidance on features and functionalities already existing in the Platform, in accordance with the current documentation;
• investigation of unavailability of the Platform reported by the Customer, with verification of Talkover's environment.

7.2. Activities not included

The following do not form part of the scope of technical support, even if requested through the Single Channel and even if related to the use of the Platform:

• configuration, creation, review, adjustment or maintenance of the Customer's Agents, flows, scripts, prompts, knowledge bases, integrations and automations;
• diagnosis, correction or follow-up of infrastructure, network, connectivity, telephony, devices or equipment of third parties, of the Customer itself or of its suppliers;
• training, qualification, mentoring, consulting or project follow-up;
• development, customization, assisted parameterization, data migration or preparation of artifacts on demand;
• direct support to the Customer's end users, customers, clients or Call Participants, through any channel;
• recovery of data, recordings, transcriptions or records already deleted in the manner and within the applicable retention period.

Activities not included may, at Talkover's sole discretion, be the subject of a specific commercial proposal, subject to its own quotation, timeframe and conditions, to which the commitments of this Agreement do not apply.

8. Minimum support ticket information

In order for a support ticket to be admitted and triaged, the message sent to the Single Channel must contain, at a minimum:

• identification of the Customer and identification of the User Authorized to Open Tickets who submits the request;
• objective description of the event, of the observed behavior and of the expected behavior;
• date and time of the occurrence, indicating the time zone where different from Brasília official time;
• identifier of the call, of the Agent, of the originating or destination number, of the environment or of the account, where applicable;
• steps necessary to reproduce the event, where reproducible;
• evidence, such as error messages, screenshots, log records or excerpts of recordings, subject to the legal and contractual restrictions on the sharing of personal data.

The first response time period only begins to run upon receipt of the complete support ticket, understood as one that contains all of the minimum information above applicable to the case. An incomplete support ticket is not admitted for the purpose of counting time periods, without prejudice to Talkover responding to request the missing information.

A request for additional information made by Talkover suspends the count of the first response time period and of any time period in progress, which resumes only upon receipt of the Customer's complete reply. If the Customer does not reply within 10 (ten) calendar days counted from the request, the support ticket may be closed for inactivity, with reopening permitted upon a new request through the Single Channel, in which case the count starts in full.

9. Exclusions and suspension of the commitment

The first response commitment set out in section 5 does not apply, being suspended or excluded, in the following cases:

• fortuitous event and force majeure, under article 393 of the Brazilian Civil Code;
• failure, degradation, interruption, maintenance or change carried out by providers of infrastructure, cloud computing, connectivity, telecommunications, telephony, electric power or any underlying services not operated directly by Talkover;
• unavailability, change, discontinuation, quota limitation or failure of third-party systems, APIs, models or services integrated into the Platform or into the Customer's environment;
• configurations, parameterizations, integrations, scripts or automations carried out by the Customer, as well as acts, omissions, misuse or unauthorized use by its Authorized Users, agents or third parties to whom it has granted access;
• cyberattacks, intrusion attempts, denial of service, credential compromise and other security incidents, including the containment, isolation or blocking measures arising therefrom;
• period of suspension of access due to the Customer's non-payment or breach of the EULA, of an applicable policy or of applicable law;
• support tickets opened outside the Single Channel or by a person who is not a User Authorized to Open Tickets;
• requests that do not form part of the scope of support, as set out in section 7 of this Agreement.

Upon the occurrence of any of the above, Talkover will notify the Customer through the Single Channel, and the support ticket will remain recorded for traceability purposes, with no counting of time periods for as long as the cause of suspension or exclusion persists.

10. Platform availability

This Agreement does not establish any commitment regarding the availability of the Platform. Unequivocally and in order to remove any interpretive doubt, Talkover does not undertake, under this Agreement or under any other instrument related to it:

• any availability (uptime) index, percentage or target, whether monthly, annual or of any other periodicity;
• any maximum unavailability window, interruption tolerance or limit on the number of occurrences;
• any restoration, recovery, resumption or workaround time for unavailability;
• any time period for correcting defects, errors, failures or unexpected behavior;
• any processing capacity, volume of concurrent calls, throughput, latency, Platform response time or any other guaranteed performance parameter;
• any service credit, abatement, discount, bonus, fine, penalty clause or indemnification of any kind by reason of unavailability, slowness, degradation or failure of the Platform.

Internal availability or performance targets, dashboards and indicators that Talkover may adopt serve an exclusively managerial and internal purpose, are not enforceable in relation to the Customer, create no vested right, do not form part of this Agreement and are not demandable on any grounds, even if communicated, presented commercially or observed in practice throughout the contractual relationship.

Talkover is not obliged to publish or maintain a status page, public dashboard, periodic report or availability history, nor to grant the Customer access to monitoring records, infrastructure metrics or telemetry data. Any provision of such resources is a courtesy of Talkover, revocable at any time, without notice and without giving rise to any legitimate expectation of continuity.

Scheduled maintenance will preferably be performed within windows of lower Platform usage, with prior notice to the Customer whenever the intervention is foreseeable and entails a material interruption of access. Prior notice may be given by electronic mail, by notice on the Platform or by other suitable means, at Talkover's discretion.

Emergency maintenance, urgent corrections and measures to contain, isolate, block or mitigate security incidents may be carried out at any time, without prior notice, where necessary to preserve the integrity, security, confidentiality or continuity of the Platform, of the data processed therein or of third parties, and shall not constitute a contractual breach nor give rise to any compensation.

11. Review, amendments and final provisions

Talkover may update, revise or replace this Agreement at any time, upon notice to the Customer at least 30 (thirty) days before the new version takes effect. Notice may be given by electronic mail to the registered address, by notice on the Platform or by publication of the revised version on this same page, indicating the date of the update.

Continued use of technical support after the new version takes effect implies its full acceptance.

Amendments arising from a legal or regulatory requirement, a determination by a competent authority or an imposition by an underlying provider — understood as the providers of infrastructure, telecommunications, telephony, cloud computing, artificial intelligence models and other services essential to the operation of the Platform — take immediate effect, regardless of the notice period set out in this section, and will be communicated to the Customer as soon as possible.

This Agreement is governed by Brazilian law. The courts of the Judicial District of São José dos Campos, State of São Paulo, are elected to settle any disputes arising from it, with express waiver of any other, however privileged it may be.

Questions about this Agreement may be sent to juridico@talkover.ai. Technical support tickets must be opened exclusively through the Single Channel, suporte@talkover.ai.