Service Level Agreement

Motivation Science Inc.

SERVICE LEVEL AGREEMENT (“SLA”)

Updated June 16, 2014

During the Term, the Service (excluding Third Party Services) will be operational and available to Client at least 99.5% of the time in any calendar month (the “SLA”).

DEFINITIONS

The following definitions shall apply to the SLA.

Downtime — shall be deemed to occur during a minute when more than 5% of the calls made to the API during such minute return an error, as logged by Validic’s servers. Downtime shall not be deemed to occur during (i) system upgrades, enhancements and routine maintenance activities that are announced via client email notification or on the Validic development blog upon two days advance notice or (ii) maintenance determined by Validic to be an emergency.

Monthly Uptime Percentage — means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.

Other Products Services — means mobile apps, devices, and third-party APIs that are not maintained, warrantied or otherwise guaranteed by Validic, including without limitation, Apps, the Portal and products, technologies and services provided by Client.

Monthly Uptime Percentage Days of Service added to the end of the Term, at no charge to Client
< 99.5% – >= 98.0% 1
< 98.0% – >= 95.0% 3
< 95.0% 5

Service Credit — If the Monthly Uptime Percentage of the service falls below SLA Standards, a service credit may be issued to Client subject to the terms and conditions below. The issuance of Service Credits is the sole and exclusive remedy of Client and Validic’s sole and exclusive obligation, for any failure by Validic to satisfy the SLA. In order to receive a Service Credit, Client must notify Validic in writing within fifteen (15) days from the time Client becomes eligible to receive a Service Credit (the “Downtime Notice”). Failure to comply with such requirement will result in Client forfeiting its right to receive a Service Credit. The aggregate maximum number of Service Credits to be issued by Validic to Client for all Downtime that occurs in a single calendar month shall not exceed five days of Service added to the end of the Term. Service Credits may not be exchanged for, or converted to, monetary amounts. Service Credits shall automatically be forfeited upon the termination of the Agreement prior to the expiration of the Term.

Third Party Services — Third Party Services include mobile apps, devices, and third-party APIs that are not maintained, warrantied or otherwise guaranteed by Motivation Science.

SLA EXCLUSIONS

SLA Exclusions. The SLA does not apply to any services that expressly exclude this SLA (as stated in the documentation for such services) or any performance issues: (i) caused by factors described in the “Force Majeure” section of the Agreement; or (ii) that resulted from Client’s equipment or third party equipment, or both.

Ineligible Clients. Clients who at the time of Downtime claimed in a Downtime Notice are not current on their payment of the fees for the Services do not qualify for SLA Credits for such Downtime. In addition, Clients who have not paid their fees when due for the Services three or more times in the previous twelve calendar months do not qualify for SLA Credits.

Errors in Implementation or Use. The SLA does not apply to Downtime caused by Client’s use of the Services or any End User’s use of the Portal after Validic advised Client or any End User to modify such use, if Client or any Client End User did not modify its use as advised.

This Service Level Agreement was last updated on June 6, 2014.

Prior versions of this document are available here.

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