VELOXITY SERVICE LEVEL AGREEMENT

This Service Level Agreement (this “SLA”) applies to the use of the Software Platform.

General Service Commitment

Veloxity will use commercially reasonable efforts to make the Software Platform available on a Monthly Uptime Percentage of at least 99.9% during any given calendar month of the Term or Renewal Period (the “Service Commitment”).  In the event that the Software Platform is not available in accordance with this Service Commitment, you will be eligible to receive a Service Credit as described below.

Service Credits

Services Credits are calculated as a percentage of the total charges paid by you for the Software Services during the monthly billing cycle in which the Unavailability occurred and in accordance with the schedule below:

Monthly Uptime Percentage	Service Credit Percentage
Less than 99.99% but equal to or greater than 99.0%	10%
Less than 99.0% but equal or greater than 95.0%	30%
Less than 95.0%	100%

Monthly Uptime Percentage

“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the calendar month in which any of the Software Platform, as applicable, was in the state of Unavailability Monthly Uptime Percentage measurements exclude Unavailability resulting directly or indirectly from any exclusion set forth below.

“Unavailability” is defined as the total and complete inaccessibility of the Software Platform to all Authorized Users, except for reasons that are beyond the control of Veloxity such as due to a widespread outage of Amazon Web Services (“AWS”), which is Veloxity’s host.

Credit Request and Payment Procedures

To receive a Service Credit, Subscriber must submit a claim by opening a case with Veloxity by sending an email to [email protected]. To be eligible, the credit request must be received by us by the end of the second calendar month after which the incident occurred and must include:

1. the words “SLA Credit Request” in the subject line;

2. the dates and times of each unavailability incident that you are claiming;

3. proof of your communications to technical support regarding the unavailability incident.

If the Monthly Uptime Percentage of such request is confirmed by Veloxity and is less than the Service Commitment, then we will issue the Service Credit to you following the expiration of the applicable Annual Period in accordance with the terms set forth herein.  Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit. Unless otherwise provided in the Agreement, this SLA sets forth your sole and exclusive remedies, and Veloxity’s sole and exclusive obligations, for any unavailability, non-performance, or other failure by us to make available the cloud-based Software Platform during the applicable calendar month.

Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of a Subscriber or an Authorized User (i) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems; (ii) that results from any actions or inactions of you or any third party;(ii) that arises as a result of a scheduled downtime event; (iii) that results from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); or (iv) arises from our suspension or termination of your right to access, use, display and run the Software Services; or (v) that results from issues with custom code developed for the Subscriber; (vi) that results from technical issues with add on modules to the baseline Software Platform..

If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion