Service Level Agreement

This document outlines the service level to be provided in the delivery of the Referral SaaSquatch Platform. It also provides service delivery parameters, against which the deliver of the Referral SaaSquatch Platform will be evaluated. Based on this evaluation, Customers may be entitled to an adjustment to the Service Credits for the contracted services.

1. Service uptime commitment

For the purpose of measuring the quality of service that Referral SaaSquatch is delivering to the Customer, Referral SaaSquatch provides the following commitment:

Referral SaaSquatch will provide the Customer access to the Referral SaaSquatch Platform application on a twenty-four hour, seven days a week (24x7) basis at a rate of 99.5 % (“SaaS Services Uptime Metric”).

The SaaS Services Uptime Metric commences on the Go Live Date. “The Go Live Date” is the date at which Referral SaaSquatch has concluded end-user testing, the Customer has become familiar with software, and at which point the Customer’s end-users access the production environment with production data.

2. Measurement method

The Referral SaaSquatch Platform Services Uptime Metric shall be measured using industry standard tools and best practices.

On a quarterly basis, the Referral SaaSquatch Platform Services Uptime Metric will be measured using the measurable hours in the quarter (total time minus planned downtime, including maintenance, upgrades, etc.) as the denominator. The numerator is the denominator value minus the time of any outages in the quarter (duration of all outages combined) to give the percentage of available uptime (2,189 actual hours available / 2,200 possible available hours = 99.5 availability). An “outage” is defined as two consecutive monitor failures within a five-minute period, lasting until the condition has cleared.

3. Boundaries and exclusions

The Referral SaaSquatch Platform Services Uptime Metric shall not apply to performance issues caused by the following:

1. Overall Internet congestion, slowdown, or unavailability
2. Unavailability of generic Internet services (e.g. DNS servers) due to virus or hacker attacks
3. Force majeure events as described in the terms of agreement
4. Actions or inactions of the Customer (unless undertaken at the express direction of Referral SaaSquatch) or third parties beyond the control of Referral SaaSquatch
5. A result of Customer equipment or third-party computer hardware, software, or network infrastructure not within the sole control of Referral SaaSquatch
6. Scheduled Referral SaaSquatch platform infrastructure maintenance

In addition to scheduled Referral SaaSquatch Platform infrastructure maintenance, upgrades and patches that occur approximately four times per year may require downtime in addition to the scheduled maintenance. The downtime will be scheduled in advance and coordinated with Customer.

4. Reporting

Referral SaaSquatch will provide a Referral SaaSquatch Platform Services Uptime Metric Report (“Uptime Metric Report”) in accordance with this attachment to the Customer upon request.

If the Customer does not agree with the Uptime Metric Report, written notice of the dispute must be provided to Referral SaaSquatch within fifteen (15 days) of receipt of the Uptime Metric Report.

5. Referral SaaSquatch Platform credits

Referral SaaSquatch’s exceeding, meeting, or failing to meet the Referral Saasquatch Platform Services Uptime Metric as measured over any quarter may be reflected in adjustments to the duration of the initial contract term for the Referral SaaSquatch Platform pursuant to the following schedule (“Service Credits”):

Referral SaaSquatch Platform Services Ratings below 99% for a quarter shall be escalated by both parties to the vice president level (or equivalent), as outlined in this schedule.

The Referral SaaSquatch Platform Service Credits shall be cumulative and extend the initial term of the Referral SaaSquatch Platform agreements at no cost to the Customer. Therefore, any renewal of the Referral SaaSquatch Platform agreement shall be effective after the Referral SaaSquatch Platform Service Credits have been fully utilized.

The quarterly Service Credits are capped at ten (10) days per quarter.

6. Technical Resolution commitment

Referral SaaSquatch is committed to following industry best practices to provide the most reliable and effective product possible to the Customer. However, from time-to-time, technical issues excluding Service Uptime and within the scope of intended use of the Referral SaaSquatch Platform may arise.

Issues must be reported in writing to Support@ReferralSaaSquatch.com. Automated confirmation of receipt for all issues will be provided within one (1) hour of submission. Evaluation and resolution of the reported issue will be provided based on the issue severity, as outlined in this schedule.

Referral SaaSquatch Platform Technical Resolution ratings outside of this schedule shall be escalated by both parties to the vice president level (or equivalent).