Terms and Conditions

 

 

Service Level and Support Agreement
This Service Level and Support Agreement (the “Support Agreement”), is between the
user (“Customer”) and M&A Tech Solutions, Inc., a Delaware corporation, d/b/a VDR.Today
(“VDR.Today”) and entered into under upon acceptance of click-through during project entry or
signing of an agreement with referenced terms. Any undefined term has the meaning as set forth
in the Agreement.
Uptime. VDR.Today shall provide the Subscription Services with a minimum of [ninety-nine
percent (99.0%)] Operational Time Twenty-Four (24) hours a day, Seven (7) days a week as
measured over each calendar month. “Operational Time” shall be calculated as [(Hours in
Month – Downtime) / Hours in Month]. “Hours in Month” means the total number of hours in
any given calendar month. “Downtime” means any period of time during that calendar month
during which Customer’s Authorized Users are unable to access data on the Subscription
Services (“Unavailability”), commencing on the receipt of Customer’s notification to
VDR.Today of such Unavailability or when VDR.Today otherwise becomes aware of such
Unavailability and ending when VDR.Today has substantially restored the affected access or
provided a workaround as described below. Downtime shall not include any period of time
during which Customer and/or its Authorized Users are unable to access the Subscription
Services due to: (i) scheduled maintenance and/or upgrades; (ii) an action or omission of
Customer (including its employees, contractors and/or agents); (iii) data quarantined due to virus
infection; or (iv) a Force Majeure Event. The period of Downtime due to such Unavailability
shall be stopped in the event VDR.Today provides to Customer a workaround for such
Unavailability that makes the affected portion of the Subscription Services available to
Authorized Users. VDR.Today shall continue to work on a permanent correction for such
Unavailability in the event it provides a workaround to Customer. In the event Customer
reasonably determines that the workaround materially impacts the use of the Subscription
Services, Customer shall provide telephonic and email notice of such determination, and the
period of Downtime due to such Unavailability shall resume as of the time of such notice to
VDR.Today but shall not include the interim period during which VDR.Today provided such
workaround to Customer. VDR.Today shall continue to work on a permanent correction for such
Unavailability in the event it provides a workaround to Customer.
Scheduled maintenance and/or upgrades are often performed on the third Thursday of each
month between [08:00 PM and 12:00 AM Central Time]. VDR.Today reserves the right to
perform scheduled maintenance at other times in order to update the Subscription Services. This
event does not require prior notification to the Customer or the Authorized Users.
VDR.Today reserves the right to conduct maintenance and/or modernization works of the
Subscription Services between [03:00 PM – 01:00 AM Central Time], that may cause difficulties
or disable using the Subscription Services for the Customer and the Authorized Users. Date and
time of works, as well as its anticipated duration, will be provided to a Customer at least two (2)
days before the planned maintenance.
In special cases affecting security and stability of the Subscription Services, VDR.Today has the
right to temporarily terminate or limit the provision of the Subscription Services and perform
necessary work to restore security and stability of the Subscription Services. In such a case it
may happen that VDR.Today fails to meet the notification deadline mentioned above.
VDR.Today undertakes that the period of unavailability of the Subscription Services will not
exceed [12 hours (synch with % uptime)] per quarter, wherein this period does not include
scheduled downtime for maintenance or situations where the cause of inaccessibility is on the
Customer’s and Authorized Users’ system side.
Technical Support. VDR.Today offers Authorized Users using the Subscription Services with
technical support (the “Technical Support Services”) between [7AM – 9PM CST from Monday
to Friday], except for public holidays. Technical Support Services are provided via phones,
emails, and online chats. Upon the request of the Customer VDR.Today will offer Technical
Support Services on weekends, public holidays and weekdays between [9PM – 7AM CST].
An “Incident” is any unexpected occurrence or behavior of the Subscription Services, which
causes or is likely to cause a harmful interference to the Subscription Services or reduces the
quality of Subscription Services.

• • “Normal Incident”: Consequences of the Normal Incident influence a single Authorized
    User or the impact of the incident on the use of the Subscription Services is rather small.
    There is a temporary solution (workaround) that can be used without significantly
    increasing the amount of work for the Authorized User.

• • “Major Incident”: A group of Authorized Users cannot use the Subscription Services.

• • “Critical Incident”: No Authorized Users can use the Subscription Services.
    The “Response Time” is one (1) hour for all incidents and the Customer is required to maintain
    an appropriate communication channel, such as:
    a. On weekdays, 9 am – 9 pm: e-mail or phone
    b. On weekdays, 9 pm – 9 am and days off work: phone only
    The “Reaction Period” is the timeframe within which VDR.Today is obliged to begin the
    procedure of removing the reported Incident, equal to the delay between the receipt of the
    Incident report and the beginning of the removal procedure.
    Incident Type Response Time Reaction Period
    Normal Incident 1 hour 24 working hours
    Major incident 1 hour 16 working hours
    Critical incident 1 hour 8 working hours
    The type of the Incident is determined by VDR.Today during its reporting, by assessing the
    consequences that the Incident may have on work conducted within the Subscription Services by
    the Authorized Users. Handling the Incident requires Authorized User involvement. Time for
    repair is suspended while waiting for a response from the Authorized User.
    Operations. Access to the Subscription Services is being granted to Authorized Users by
    providing them with unique username details which enable access to a given instance of the
    VDR Services. The Authorized User can, at any time terminate the use of the VDR Services by
    sending an email to the VDR.Today’s email address: support@vdr.today. User accounts shall be
    blocked within [14 days] from the date VDR.Today informs the Customer of the Authorized
    User’s termination of VDR Services.
    The prerequisites for giving Authorized Users access to the applicable VDR Services are the
    following:

• • sending invitation to the Authorized User’s email address indicated by the Customer and
    only upon their direct request,

• • completing the login procedure and accepting End User Terms and Conditions by the
    Authorized User,

• • accepting VDR.Today’s Privacy Policy by the Authorized User.
    Documents of the following formats can be uploaded into the applicable VDR Services: 7zip,
    ZIP, XADES, BIN, BMP, CSV, CTB, DOC, DOCX, DWFX, DWG, DWL, DXF, EML, GIF,
    HTM, HTML, JPE, JPEG, JPG, JPK, M4A, MHTML, MP4, MPP, MSG, ND2, ODS, ODT,
    OGA, PC3, PDF, PLT, PNG, PPSX, PPT, PPTX, PRJ, RAR, RELS, RTF, SHP, SHX, SIG,
    TEXTCLIPPING, TIF, TIFF, TXT, VSD, VSDX, XLS, XLSB, XLSM, XLSX, XLTX, XML,
    XPS.
    Documents are scanned by anti-virus software and if a threat is detected, such a file is rejected.
    As a rule, the VDR Services makes visible in the viewer documents in the following formats:
    PDF, PNG, JPG, JPEG, BMP, XLSX, XLS, ODS, GIF, TIF, TIFF, XSLM, XLTX, CSV, XLSB,
    XLSM, XML, TXT, EML, MPP, MSG, DOCX, DOC, PPT, PPTX, RTF, ODT, PPSX, VSD,
    VSDX, XPS, DWG, DXF.
    There may be occasions where it is not possible to make a document visible in the online viewer.
    This applies, for example, to documents that:

• • are corrupted

• • are password-protected

• • are blank (no content)

• • contain unsupported characters in their names, such as: ; / \ ? % * : | < > ×

• • have a size of more than 50 MB before or after securing

• • have more than 1000 pages before or after securing

• • whose number of cells in Excel exceeds 500,000

• the securing process of which did not complete within 600 seconds for any reason
  Customer Complaint Procedure. Authorized Users may submit complaints regarding failure to
  comply with the provisions contained in this Agreement.
  Complaints should be filed via email and sent to the VDR.Today’s email address:
  support@vdr.today
  A complaint can be made within seven (7) days of the occurrence that it relates to.
  Complaints about the failure to provide or an inadequate performance in providing the
  Subscription Services have to describe the subject as well as the justifying circumstances.
  VDR.Today shall consider the complaint within thirty (30) days from the date it was sent. If the
  complaint cannot be considered within this time, VDR.Today will inform, in written form, about
  the reasons for the delay and the anticipated time of complaint processing.
  In case of complaint procedure violation, the complaint will not be considered.
  IN WITNESS WHEREOF, and with the intent to be bound hereby, the parties have caused
  this Service Level and Support Agreement to be executed by their respective duly authorized
  representatives to be effective upon acceptance of click-through during project entry or signing of
  an agreement with referenced terms.
  
  As of February 11, 2026