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Service Level Agreement

Unanet Cloud-Based Solution Availability Requirements

 

Unanet will use commercially reasonable efforts to make the Services available as set forth below. This service availability requirements agreement (the “SLA”) is incorporated by reference into any executed Order Form between Unanet, Inc. (“Unanet”) and the customer (“Customer”) as identified on the Order Form. Capitalized terms not otherwise defined in this SLA are as set forth in the Order Form.

 

System Availability is defined as the availability of the Unanet Services to receive and process transactions from users and transmit requests and responses to users over the Internet in material accordance with the documentation provided to Customer. System Availability shall be measured over the period of each calendar month, calculated as set forth below; provided that System Availability shall be measured on a prorated basis for the first and last months that this Agreement is in effect. System Availability shall be calculated as described below.

Planned System Availability = Available Time in Month – Scheduled IT Outages

Actual System Availability = Planned System Availability – Unscheduled IT Outages

System Availability Level (%) = (Actual System Availability / Planned System Availability) x 100

 

Unanet reserves the right to perform regularly scheduled maintenance of the platform during non-core business hours with reasonable advanced notice. Unanet maintains a standing scheduled maintenance window every Sunday between 5am – 9am EDT (such scheduled maintenance referred to as the “Scheduled Downtime”). Unanet may schedule additional Scheduled Downtimes outside of the standing scheduled maintenance window by providing notification to Customer at least three business days in advance, provided that Unanet reserves the right to schedule emergency Scheduled Downtime without prior notice to Customer in the event Unanet reasonably believes necessary for the security of the Services and/or Customer Data. Additionally, any downtime caused by factors outside of Unanet’s reasonable control will not be considered downtime for purposes of the System Availability calculation, which includes without limitation: any outage lasting less than five (5) minutes, any force majeure event, Internet services availability outside of Unanet’s platform, any downtime resulting from outages of third party connections or utilities, and any outage arising out of the actions or inactions of the Customer (“Excluded Downtime”).

 

The Services will be available as set forth in Table 1 below (the “Availability Requirement”).

Scheduled Downtime and Excluded Downtime as defined above shall not be considered downtime for measurement of the Availability Requirement.

 

Table 1 –Unanet System Availability Requirements

 

System Availability Level (%) Calculation Term

 

Calculation Term
99%* Measured monthly

In the event that System Availability fails to meet the targeted Availability Requirements (as listed on Table 1) during any calendar month of the Term of the Order Form, Customer shall receive a credit of a portion of the annual fees otherwise due to Unanet during such month as set forth below.

 

The credit shall be calculated as follows: 5% of the monthly portion of the annually-billed fee for System Availability levels that do not meet the Availability Requirements, plus 0.1% of such monthly portion of the annually-billed fees for every 0.1% increment below the levels of System Availability listed in Table 1. Credits will not accrue if Customer has outstanding invoices to Unanet.

 

Unanet has no obligation to provide any credits to Customer unless Customer reports the

unavailability (excluding Scheduled Downtime and Excluded Downtime) causing a failure to meet the Availability Requirement (as defined herein) promptly upon becoming aware of such Services outage. Additionally, Customer must submit a request for a report and credits within 90 days after the end of the month in which the Services did not meet the Availability Requirement in order to be eligible for the credits described herein.

 

THE FOREGOING CREDITS SET FORTH UNANET’S SOLE OBLIGATION AND LIABILITY AND

CUSTOMER’S SOLE REMEDY FOR ANY FAILURE TO MEET THE AVAILABILITY REQUIREMENT AS SET FORTH HEREIN.