SLA

This Agreement is entered into between Clulo Inc. DBA Clulo ("Clulo" or "Licensor") and the individual or entity that accepts this Agreement by creating a Clulo account or using the Clulo platform ("Reseller" or "Licensee").

1. Purpose.

This Service Level Agreement (“SLA”) forms part of the Clulo Master Reseller & White Label License Agreement (the “Master Agreement”) and governs operational standards, support services, bug reporting, and Reseller responsibilities. If any conflict arises, the Master Agreement prevails for financial, commercial, and intellectual-property matters. In the event of any conflict between the Master Agreement and this SLA, the Master Agreement shall prevail. Notwithstanding any verbiage to the contrary, in the event of a breach by Reseller under this SLA, Clulo may terminate this SLA without terminating the Master Agreement.

2. Definitions.

1. “Additional Support Services” means (a) Support Tickets submitted by Reseller in excess of the number of Support Tickets per month included in the Base Support Services and (b) any troubleshooting, configuration assistance, training, investigation, or other technical support services requested by Reseller that do not constitute remediation of a Platform Bug or a Support Ticket included in the Base Support Services.

2. “Support Tickets” means a request for technical support submitted by Reseller through the White Label Dashboard relating to the operation or functionality of the Reseller’s white label Clulo Platform.

3. “Platform Bug” means any reproducible defect, error, or malfunction in the Reseller’s white label Clulo Platform that causes the Reseller’s white label Clulo Platform to materially fail to operate in accordance with its documented specifications or intended functionality, excluding issues resulting from (a) Reseller misuse or unauthorized modification, (b) third-party software, integrations, or systems not exclusively controlled by Clulo, or (c) Reseller configuration or data.

4. “Reseller’s White Label App” shall mean the mobile application(s) powered by Reseller’s white label Clulo Platform that are branded for Reseller and distributed through Reseller’s Apple or Google Developer Accounts for use by Reseller’s end customers.

5. “White Label Dashboard” shall mean the web-based dashboard of Reseller’s white label Clulo Platform that may be configured to display the branding of Reseller and made available by Reseller to its customers.

Terms not defined herein shall have the meanings assigned to such terms in the Master Agreement.

3. Support Services.

3.1 Base Support Services; Additional Support Services

The fees payable under the Master Agreement include a base level of support services consisting of responses to a specified number of Support Tickets per month and remediation of Platform Bugs (the "Base Support Services"). Any support services requested by Reseller that exceed the Base Support Services, or any other services performed by Clulo outside the scope of the Base Support Services, shall be provided by Clulo as Additional Support Services and billed at the applicable rates that apply to the Reseller. Clulo may determine, in its reasonable discretion, whether a request from Reseller constitutes a Support Ticket, a Platform Bug, or Additional Support Services. Unused Base Support Services, if any, do not carry over to the following month.

The number of Support Tickets included in the Base Support Services each month, the fee for each additional Support Ticket, and the rates for any other Additional Support Services (including app restoration or rebuilding services) are displayed within the Clulo platform. Remediation of Platform Bugs is included at no additional charge.

3.2 White Label Dashboard
All Support Tickets and Bug Reports must be submitted through the White Label Dashboard. Clulo shall have no obligation to respond to support requests submitted through any other communication channel. Each Support Ticket or Bug Report must relate to a single issue. Reseller shall act as the first line of support for its end customers and shall consolidate and submit issues to Clulo through the White Label Dashboard as Support Tickets or Bug Reports, as applicable.

3.3. Bug Reports

Reseller shall make a good faith determination as to whether an issue with the Reseller’s white label Clulo Platform constitutes a Platform Bug. If Reseller determines that an issue constitutes a Platform Bug, Reseller shall submit a bug report (a “Bug Report”) through the White Label Dashboard. Upon receipt of a Bug Report, Clulo will review the submission and determine whether the reported issue constitutes (a) a Platform Bug, (b) a Support Ticket, or (c) user error or another issue outside the scope of the Base Support Services. Reseller must submit all Bug Reports using the form made available through the White Label Dashboard (the “Bug Report Form”) and must complete all required fields in order for the Bug Report to be accepted and reviewed by Clulo.

In addition, as a condition to Clulo’s obligation to remediate a Platform Bug, Reseller must (a) replicate the underlying issue, (b) confirm that the issue is reproducible, and (c) provide reasonable supporting evidence demonstrating the existence of the issue. For the avoidance of doubt, screenshots from Reseller’s end customers alone do not constitute sufficient evidence of a Platform Bug. Clulo shall have the sole authority to determine whether a reported issue constitutes a Platform Bug, Support Ticket, or other Additional Support Services.

For clarity, examples of properly characterized Platform Bugs include:

1. A payment cannot be processed where the error is not related to “card declined,” “insufficient funds,” or another payment authorization failure.

2. A page fails to load despite correct login credentials and an active internet connection.

Examples of issues that do not constitute Platform Bugs include:

1. A customer cannot log in due to an incorrect username or password.

2. Questions regarding how platform functionality works (e.g., team scheduling or other product features).

3. Payment failures caused by card declines or other bank authorization issues.

4. Issues caused by user error, training gaps, incorrect configuration, or third-party payment authorization failures. Such issues may instead be addressed as Support Tickets (subject to the monthly limit for the Base Support Services) or other Additional Support Services, as applicable.

The examples above are illustrative only and do not limit Clulo’s determination of whether an issue constitutes a Platform Bug.

4. Support Responsibilities.

4.1 Reseller Responsibilities

Reseller shall be solely responsible for providing first-line support to its end customers in connection with the Reseller’s white label Clulo Platform. Without limiting the foregoing, Reseller is responsible for:

1. Providing all day-to-day support for its end customers, including setup, onboarding, and usage questions.

2. Creating and maintaining support documentation and help resources.

3. Managing all customer inquiries, support tickets, and issue resolution.

4. Preventing and addressing any data breaches that compromise client privacy or data integrity, including breaches arising from the activities of Reseller’s personnel, contractors, or outsourced or offshore support teams.

5. Ensuring that client accounts, credentials, and access controls remain secure.

4.2 Clulo Limitations

Clulo shall have no obligation to and shall not be responsible for :

1. Communicating directly with Reseller’s end customers or their personnel.

2. Training or educating Reseller’s outsourced, offshore, or third-party support teams.

3. Integrating with or participate in third-party support systems  used by Reseller.

4. Any data breaches, unauthorized access, credential sharing, or other security incidents arising from or relating to Reseller’s support operations or the acts or omissions of Reseller, its personnel, contractors, or end customers.

5. White Label Apps (Apple / Google Play).

Reseller’s end customers shall have access to the Reseller’s White Label App and not the Clulo App; provided that Reseller must maintain its own active Apple and Google Developer accounts (“Developer Accounts”) at all times. Access to the White Label App shall not obligate Clulo to:

1. Rebuild Reseller’s White Label App if its Developer Accounts lapse or Reseller’s White Label Apps are removed for non-compliance or inactivity.

2. Send reminders (in addition to Apple and Google’s notices) regarding Reseller’s Developer Accounts.

3. Cover any costs resulting from neglected Developer Accounts.

Clulo shall not be responsible for any removal, suspension, or other action taken by Apple or Google with respect to the Reseller’s White Label App, including actions resulting from non-compliance with Apple App Store or Google Play Store policies.

6. Billing.
All fees for Additional Support Services shall be invoiced monthly, and Clulo may charge the payment method on file for any amounts due. Failure to pay any such amounts when due shall constitute a material breach of the Master Agreement and may result in suspension or termination of services in accordance with the Master Agreement.

7. Reseller Responsibility for Customer Relationships.
Clulo shall not be responsible for Reseller’s performance in providing services to its end customers, including customer satisfaction, response times, or support outcomes. Reseller shall be solely responsible for all interactions with its end customers and for maintaining customer relationships.

8. Optional Professional Services.

Clulo may offer certain optional professional services to Reseller that are outside the scope of the Base Support Services and Additional Support Services described in this SLA. Any such services shall be provided only pursuant to a separate written agreement between the parties.

8.1 Sales Support

Clulo maintains an experienced in-house sales team that may be contracted by Reseller on a negotiated, per-sale or commission basis. Sales assistance, lead handling, or sales execution services may be provided pursuant to a separate written agreement between the parties outlining the applicable pricing and scope of services. Nothing in this SLA shall obligate Clulo to provide sales services absent such separate written agreement.

8.2 Support Outsourcing

Clulo maintains an in-house customer support team that may be made available to Reseller pursuant to a separate written agreement on a negotiated per-ticket or hourly basis. Nothing in this SLA obligates Clulo to provide such support services absent a separate written agreement between the parties. Any support services provided by Clulo pursuant to such agreement shall be separate from the Base Support Services and Additional Support Services described in this SLA, and Reseller shall remain solely responsible for its end customers, including customer satisfaction and data security.

8.3 Marketing Support

Clulo maintains an in-house marketing team that may be made available to Reseller pursuant to a separate written agreement between the parties on a negotiated hourly or per-project basis. Nothing in this SLA shall obligate Clulo to provide marketing services absent such separate written agreement.

9. Ratings & Feedback.
Clulo may collect anonymous customer ratings and performance feedback from businesses using the Reseller’s white label Clulo Platform. Such data may be displayed in the Reseller’s White Label Dashboard for visibility and quality tracking. Clulo shall own all such feedback data and may use it to improve the performance, functionality, and support services of the Clulo Platform.

10. Support Channels and Fair Use.

All Support Tickets and Bug Reports must be submitted through Clulo’s official support channels, including the White Label Dashboard. Clulo shall have no obligation to respond to support requests submitted through any other communication channel.

Reseller shall use the support services described in this SLA in a commercially reasonable manner. If Reseller repeatedly misclassifies issues as Platform Bugs, submits excessive or duplicative requests, or otherwise exceeds reasonable use of the Base Support Services, Clulo may reclassify such requests as Support Tickets or Additional Support Services and may reasonably modify the applicable support procedures under this SLA.

11. Termination.

This SLA forms part of and is incorporated into the Master Agreement. This SLA may be terminated by Clulo upon thirty (30) days’ written notice to Reseller and shall automatically terminate upon termination of the Master Agreement. Reseller may not terminate this SLA independently of the Master Agreement.

12. Entire Agreement.

This SLA, together with the Master Agreement and the support levels, rates, and other terms displayed within the Clulo platform, constitutes the entire agreement between Clulo and the Reseller regarding the subject matter herein and supersedes all prior discussions, understandings, or representations, whether oral or written. Clulo may amend this SLA by posting an updated version, and the Reseller's continued use of the Clulo platform after the updated version takes effect constitutes acceptance of the amended terms.