1. Definitions. Capitalized terms used herein shall have the same meaning as set forth in the Agreement; provided, any capitalized terms used in this Policy but not defined in the Agreement will have the meanings given to them below:

1.1 “Actual Uptime” means, of the Scheduled Hours, the aggregate amount of time in any calendar month during which the Platform is actually Available for access and use by an Authorized User.

1.2 “Available” means the Platform is accessible and operational via designated Internet browsers.

1.3 “Availability” means Actual Uptime plus Excusable Downtime, during Scheduled Hours, divided by Scheduled Uptime multiplied by one hundred (100) (to determine a percentage). For purposes of determining whether ProcessUnity’s performance meets the standard set forth in this Policy, ProcessUnity’s performance will be measured based on a monthly average.

1.4 “Error” means any failure of the Services to conform in all material respects to any specifications provided to Customer by ProcessUnity. However, any nonconformity resulting from Customer’s misuse, improper use, alteration, or damage of the Services, or Customer’s combining or merging the Services with any hardware or software not supplied or identified as compatible by ProcessUnity, shall not be considered an Error.

1.5 “Excusable Downtime” means, of the Scheduled Uptime, the aggregate amount of time in any calendar month during which the Platform is unavailable for access and use by Authorized Users due to a Force Majeure Event which is excusable under Section 9.1 of the Agreement.

1.6 “Scheduled Downtime” means, of the Scheduled Hours, the aggregate number of hours in any calendar month during which the Platform is scheduled not to be Available for access and use by the Authorized Users due to such things as preventive maintenance, server and/or bandwidth upgrades, etc., which, in the aggregate, and unless otherwise agreed, shall not exceed more than: (i) six hours per week, or (ii) 30 hours per month, in each case, to occur during scheduled maintenance windows during the hours between 10:00 p.m. and 6:00 a.m. Mountain Time (“Maintenance Window”). ProcessUnity will use commercially reasonable efforts to (a) schedule such downtime to limit its impact on Authorized Users, and (b) provide prior notice to Customer in the event Scheduled Downtime will occur outside of the Maintenance Window.

1.7 “Scheduled Hours” means, 24 hours a day, seven days a week, 365 days a year, during which the Platform shall be Available for access and use by Authorized Users, subject to Scheduled Downtime.

1.8 “Scheduled Uptime” means, of the Scheduled Hours, the aggregate number of hours in any calendar month during which the Service is scheduled to be Available for access and use by Authorized Users, taking into account any Scheduled Downtime.

2. Technical Support. ProcessUnity will provide telephone and e-mail technical support to Customer with respect to Errors; provided, however Customer must notify ProcessUnity of any Errors by sending an email to [email protected] or other contact information provided by ProcessUnity from time to time. Further, in the event of Severity Level 1 Errors and Severity Level 2 Errors (as described in Section 3 below), Customer must also notify ProcessUnity via telephone at the support telephone number provided by ProcessUnity to Customer from time to time. ProcessUnity will provide such technical support to Customer during the following support hours (Mountain Time): Monday – Friday (excluding holidays) 8:00am – 6:00pm (“Support Hours”).

3. Error Reporting Process. All Errors that are reported by Customer shall be classified by ProcessUnity based on the severity level definitions set forth below. ProcessUnity shall use commercially reasonable efforts to provide the Error response times (also set forth below) during Support Hours. Customer shall reasonably cooperate with ProcessUnity as necessary.

4. Availability.

4.1 ProcessUnity shall credit Customer an amount equal to one percent (1%) of an amount equal to the subscription fees (prorated in to a monthly amount) due under the Agreement during the applicable month for every one percent (1%) by which the actual monthly Availability for any calendar month is less than the monthly Availability of ninety-nine and one-half percent (99.5%) (the “Availability Target”), up to a maximum credit under this Section 4 of ten percent (10%) of the amount equal to the subscription fee due applicable to such month.

4.2 Notwithstanding the foregoing or anything to the contrary in the Agreement, if the actual monthly Availability falls below the Availability Target for a period of three (3) consecutive months during the Term, then Customer shall have the right (in addition to all other available remedies and without notice of default or further opportunity to cure), at its option, to terminate the Agreement, provided that Customer provides to ProcessUnity written notice of such election to terminate the Agreement within thirty (30) days following the end of the third consecutive month in which the actual monthly Availability fell below the Availability Target.

5. Credits. Credits shall be applied to the next invoice for fees or other amounts to be paid by Customer under the Agreement. The parties agree that: (is) it would be impractical and extremely difficult to fix the actual damages that may proximately result from the failure of ProcessUnity to maintain the Availability standard as set forth in this Policy and to which the credits relate; (ii) such credits are liquidated damages and not a penalty; (iii) such credits constitute a reasonable remedy that is not disproportionate to the presumed damage caused by the failure of ProcessUnity to maintain the Availability standard as set forth in this Policy; and (iv) the remedies provided for under this Policy shall be the sole and exclusive remedy of Customer with respect to the failure of ProcessUnity to maintain the Availability standard as set forth in this Policy.