SERVICE LEVEL AGREEMENT

SERVICE LEVEL AGREEMENT – DRIP7 INC.

Objective. In an effort to ensure that the SaaS functions consistently, the Parties establish and accept the following Service Level Availability, Response, and Resolution Targets, to be applicable during the term of the SaaS Agreement:

1.1. Service Availability. The SaaS will be available for use as follows:

Service Level Availability (Monthly)

Service Credits

Additional Information

99.9%

Service Credit of 1% of the annual fees paid by Customer for Services will be credited to Customer for each month this Service Level Availability Metric is missed.

Availability is calculated as follows: Hours that the SaaS was actually available during the month/(Total hours in the month – hours of scheduled or emergency downtime in the month)

1.2. Incident Response Time. During the term of the SaaS Agreement, Vendor will provide Support Services. Upon receipt of notice of an issue, in accordance with this document, the following list of Issue Levels, ranked by severity, sets forth Vendors Response and Resolution Targets [NOTE: all response times BEGIN with the closest, subsequent Normal Support Hours, as defined below]:

Issue Level Defined

Response Target

Resolution Target

Service Credits

Severity 1 – Critical: Complete service interruption; affecting all users

Initial response from Vendor within 2 hours of notice

90% of Issues reported are resolved within 48 hours of receipt of all necessary information by Vendor

Service Credit of 1% of annual fees paid by Customer for Services will be credited to Customer for each month this Resolution Target is missed.

Severity 2 – High: Partial service interruption/bug causing lack of functionality; affecting many users

Initial response from Vendor within 4 hours of notice

90% of issues resolved Resolution within 3 days of receipt of all necessary information by Vendor

Service Credit of 1% of annual fees paid by Customer for Services will be credited to Customer for each month this Resolution Target is missed.

Severity 3 – Normal: Minor interruption/bug affecting one/few users

Initial response from Vendor within 1 business day of notice

90% of issues resolved within 5 days of receipt of all necessary information by Vendor

n/a

1.3. Exclusions and Limitations. When calculating Service Level Availability and/or Response and Resolution times, the following exclusions and limitations apply:

  1. 1.3.1.  Service Level Availability interruptions caused by Vendor’s planned maintenance activities, or emergency maintenance activities required by third-party vendors will not be counted toward Service Level Availability percentages
  2. 1.3.2.  Service Credits will not accrue for any month where there is a Force Majeure Events, as defined below.
  3. 1.3.3.  Service Credits will not accrue for any month where Customer is in breach of the Agreement
  4. 1.3.4.  Service Credits will not accrue to the extent that any Service Level Availability or Response or Resolution Target is not met due to a software, equipment, technology or issue that is not the obligation of Vendor under the SaaS Agreement.
  5. 1.3.5.  Service Credits will not accrue and the obligations of Vendor under this Service Level Agreement will not be in effect during any free trial period.
  6. 1.3.6.  Service Credits will not accrue unless all data provided by Customer for import into the SaaS clean, current, in standard format, and be able to be processed.
  7. 1.3.7.  Service Credits will not accrue for any month where Customer fails to have at least 1 trained administrator for every 10,000 users of the SaaS. Customer will maintain administrator training certifications.

    1.3.8. Service Credits will not accrue for any issues not promptly and properly reported to Vendor, in writing, utilizing the issue tracking system.

    2. Technical Support. Vendor’s technical support team is available as follows:

    1. 2.1.  Support Hours. Vendor’s technical support team is available Monday – Friday, from 8:00 am to 4:00 p.m. Pacific Time, excluding US federal holidays (“Normal Support Hours”). All issues submitted outside of Normal Support Hours will be addressed when the Normal Support Hours resume the following business day.
    2. 2.2.  Issue Reporting and Escalations Procedures. If a service interruption or other technical problem occurs, Customer must submit the issue, via email for support. All requests for support must include:2.2.1. Service Requester’s full name,

      2.2.2.Service Requester’s email and telephone number,

      2.2.3.Service Requester’s department,

    2.2.4. The Operating System on which the SaaS is installed, and any other relevant hardware details,

    2.2.5.Specific details regarding the issue including: any error messages, screen shots (if relevant), whether the error has been repeated, corrective steps attempted, expected results (what Service Requester expected the SaaS to do if the problem being reported was not present), or anything else that might be helpful, and

    2.2.6. Whether this is an initial contact or an ongoing issue.

    2.3. Escalation to Operations Manager. If a response is not received to an issue report within the Response Target times set forth in Section 1 above, Customer may escalate the issue to Vendor’s Operations Manager at support@drip7.com. The Operations Manager will respond within two (2) business days.

    3. Remedies.

    1. 3.1.  Service Credits. If Vendor fails to meet the Service Level Availability, Response or Restoration Targets set forth in Section 1 above, subject to the limitations and exclusions in this SLA, Customer will be issued a Service Credit in the amount set forth in Section 1.
    2. 3.2.  Termination for Persistent or Recurring Breach. If recurring breaches of Response or Restoration Targets occur in the frequencies set forth in section 3.3 below, Customer may issue a notice of termination to Vendor’s Operations Manager at info@drip7.com. Termination will be effective as of the first day of the subsequent calendar month. Customer’s sole remedy upon termination under this Section 3 is a refund of all fees paid for the unused portion of the SLA. For example, if Customer provides notice of termination under this Section 3 on June 15 of a contract year, and Vendor confirms that the requisite contractual breaches have occurred, Customer will be entitled to a refund of all fees pre-paid for July through the end of the contract term.

      3.3. Recurring Breaches.

      3.3.1. For a Severity 1 issue: failure to meet resolution targets three (3) times within a six month period.

      3.3.2. For a Severity 2 issue level, failure to meet resolution targets three (3) times within a six month period.

      3.3.3. For a Severity 3 issue level, failure to meet resolution targets six (6) times in any six-month period.

      3.4. Exclusive Remedy. THE SERVICE CREDITS AND TERMINATION RIGHTS SET FORTH IN THIS SECTION 3 ARE THE SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH BY VENDOR OF THIS SLA, INCLUDING, WITHOUT LIMITATION, FOR ANY SERVICE LEVEL AVAILABILITY, TECHNICAL SUPPORT, OR RESPONSE OR RESOLUTION TARGET. THESE REMEDIES APPLY EVEN IF SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE. VENDOR’S LIABILITY FOR DAMAGES AND MSA’S RECOVERY UNDER THIS SLA WILL NEVER EXCEED THE AMOUNT PAID BY MSA TO VENDOR FOR SOFTWARE MAINTENANCE OR SUPPORT.

      4. Disclaimer of Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VENDOR DISCLAIMS ALL WARRANTIES OF ANY KIND UNDER THIS SLA, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.