SERVICE LEVEL AGREEMENT

1. Availability; Downtime. Calibrum will ensure that the Cloud Service has an availability level of 99.93%, excluding when the Cloud Service is unavailable due to (a) required system maintenance as determined by Calibrum for which Calibrum provides at least five days’ advance notice to Customer; and (b) causes outside of the reasonable control of Calibrum that could not have been avoided by its exercise of due care (“Availability”). “Downtime” means time during which the Cloud Service has no Availability.

2. Fee Credits. Customer will receive a fee credit (“Fee Credit”) for Downtime upon request based on the following formula: Fee Credit = fee credit percentage set forth below * (1/12 then-current annual fees paid for the Cloud Service affected by Downtime). All times listed below are per calendar month.
1. If Downtime is 30 minutes (= 99.93%) or less, no fee credit percentage applies.
2. If Downtime is from 31 to 120 minutes, the fee credit percentage is 5%.
3. If Downtime is from 121 to 240 minutes, the fee credit percentage is 7.5%.
4. If Downtime is 241 minutes or greater, the fee credit percentage is 10.0%.