Service Level Agreement

Dovico Software Inc. Online Service Level Agreement (SLA)

Dovico provides this SLA subject to the terms and conditions below, which will be fixed for the duration of the initial term of the Service subscription. If a Service subscription is renewed, the version of this SLA that is current at the time the renewal term commences will apply throughout the renewal term. Customer can review the current SLA for the Service by visiting www.dovico.com/sla

A - Monthly Service Level

1. The Service Level is 99.5%. Check service availability status
2. The Monthly Uptime Percentage is calculated for a given calendar month using the following formula:
   Monthly Uptime Percentage =

   Total number of minutes in a given calendar month
   - Total number of minutes of Downtime in the given calendar month

   Total number of minutes in the given calendar month

B - Service Credits

1. Should the Service Level fall below 99.5% for a given calendar month, Dovico will provide a Service Credit as noted in the chart below:
   Monthly Uptime Percentage

   Service Credit

   Below 99.5%

   15%

   Below <99%

   25%

   Below 95%

   40%
2. The Service Credit is calculated as a percentage of the subscription fees attributable to the calendar month in which the downtime occurred.
3. A Service Credit is Customer’s sole and exclusive remedy for any violation of this SLA.

C - Claims

1. In order to make a Claim, Customers shall not be in arrears in payment of any of Dovico’s invoices and must be in compliance with policies for acceptable use of the Service found in the Agreement.
2. In order to be eligible to make a claim, Customers must submit a service request to Dovico Support services within 1 business day after any Incident to investigate the duration and cause of the Incident.
3. Customer must provide reasonable details regarding the claim, including a detailed description of the Incident, the number of users affected and any attempts to contact Dovico Support Services to resolve the Incident.
4. Customer must submit the claim to support@dovico.com within 5 business days. Dovico will use all information reasonably available to it to validate Claims and make a good faith judgment on whether the SLA and Service Levels apply to the Claim.
5. If the claim is validated by Dovico, the Service Credit will be applied to Customer’s next invoice up to the amount attributable to one month’s subscription fees.

D - Exclusions

• The period of time when the Service is not available as a result of Scheduled Downtime; or
• The following performance or availability issues that may affect the Service:
• Due to factors outside Dovico’s reasonable control;
• Related to add-on features for the Service including but not limited to applications designed to use Dovico Services API;
• That resulted from Customer’s or third party hardware, software or services;
• That resulted from actions or inactions by Customer or Customer’s employees, agents, contractors, or vendors, or anyone gaining access to Dovico’s network by means of Customer’s passwords or equipment.
• That were caused by Customer’s use of the Service after Dovico advised Customer to modify its use of the Service, if Customer did not modify its use as advised;
• Intermittent periods of Downtime that are thirty minutes or less in duration; or
• Through Customer’s use of beta, trial offers, early access programs and/or demos (as determined by Dovico).

E - Definitions

1. “Agreement” means the Dovico Hosted Services Agreement that governs the Service.
2. “Claim” means a claim submitted by Customer to Dovico that a Service Level under this SLA has not been met and that a Service Credit may be due to Customer.
3. “Customer” means the person or organization that contracted for Services under the Agreement.
4. “Downtime” means a period of time when Customers are unable to access and use the Service.
5. “Exclusions” means the performance or availability issues that are noted in Section D.
6. “Incident” means a set of circumstances resulting in an inability to meet a Service Level.
7. “Dovico” means Dovico Software Inc.
8. “Monthly Uptime Percentage” is calculated on a calendar month basis (as the percentage of Uptime divided by total minutes in the calendar month as illustrated in the formula set forth in Section A) using data collected about the Service’s availability for a given calendar month by a third-party provider who makes frequent log-in attempts to the Service on a 24-hour/seven day a week basis.
9. “Notice” means that within five business days following an Incident, Customer must notify Customer Support of the Incident.
10. “Service” or “Services” means the Dovico Hosted Online service provided to Customer pursuant to the Agreement.
11. “Scheduled Downtime” means published maintenance windows or times where Dovico notifies Customer of periods of Downtime for scheduled network, hardware, Service maintenance or Service upgrades at least 24-hours prior to the commencement of such Downtime.
12. “Service Credit” means the amount credited to Customer by Dovico for a validated Claim in accordance with the chart in Subsection B(1).
13. “Service Level” means the percentage of Service availability for a given month that Dovico agrees to provide Customer, which is measured by the Monthly Uptime Percentage.
14. “Subscription Fee” means the monthly amount that Customer pays Dovico for their subscription to the Service.
15. “Uptime” means the total number of minutes in a calendar month less the Downtime.