1. Managed Services Infrastructure Procedures

Cirrus Seven’s internal network facilities and the underlying services infrastructure including computers, assigned names and numbers, network devices, network connections, associated operating systems and any other software utilized to provide specific Managed Services as described in the Managed Services Order (the “Managed Services Infrastructure”) shall meet the following service level standard:

1.1. Hosting Facility. The Managed Services Infrastructure is housed within a facility equipped with access security, climate control, fire suppression, and managed power supply with generator backup.

1.2. Load Distribution Management. The Managed Services Infrastructure is load balanced to distribute load and redundancy across resources.

1.3. Security Services. The Managed Services Infrastructure provides data access security through managed firewall services, private network path for administration and SNMP monitoring, and hardened servers.

1.4. Monitoring Services. The computing, operating and networking infrastructure of the Managed Services Infrastructure is monitored 24/7/365 to detect abnormalities. This includes environmental monitoring, network monitoring, device monitoring, web server and database monitoring, and firewall services monitoring.

2. Definitions

2.1. “Managed Service” means a specific service described in the Managed Services Order.

2.2. “Actual Uptime” means Maximum Availability less Downtime.

2.3. “Actual Uptime Percentage” means the percentage of Maximum Availability represented by Actual Uptime (Actual Uptime / Maximum Availability). Note: the Actual Uptime Percentage shall be determined based on Cirrus Seven approved reports from Keynote, or a similar third party application or service.

2.4. “Available” or “Availability” means the ability for Customer to access a Managed Service excluding permitted downtime.

2.5. “Downtime” means any time that a Managed Service is not Available, but excluding Permitted Downtime (as defined below).

2.6. “Emergency Maintenance Period” means the period of time elapsed during any maintenance performed on a Managed Service or the Managed Services Infrastructure, which maintenance is required as a result of conditions beyond Cirrus Seven’s reasonable control. Emergency maintenance may occur at any time, as Cirrus Seven deems necessary. Cirrus Seven may take systems offline for emergency maintenance at any time if prior notification has been provided to Customer Contact via email or phone. Emergency maintenance notifications will be made to a single Customer Contact. It is Customer’s sole responsibility to ensure the provided phone number and email address of its designated Customer Contact is current and fully functional. Customer Contact’s phone number and email address for notification purposes must be communicated to Cirrus Seven in writing prior to the issuance of any emergency maintenance notifications by Cirrus Seven.

2.7. “Scheduled Maintenance Period” means the period of time elapsed during any scheduled maintenance performed by Cirrus Seven on a Managed Service or the Managed Services Infrastructure. Cirrus Seven will provide Customer with at least one (1) day advance notice for standard maintenance. Cirrus Seven will use commercially reasonable efforts to schedule maintenance during hours other than during regular business hours (US Eastern Time). Scheduled maintenance notifications will be sent to a single Customer Contact’s email address. It is Customer’s sole responsibility to ensure the provided phone number and email address of its designated Customer Contact is current and fully functional. Customer Contact’s phone number and email address for notification purposes must be communicated to Cirrus Seven in writing.

2.8. “Maximum Availability” means the total number of minutes in the calendar month for which the Actual Uptime Percentage is calculated, e.g. 44,640 minutes in the month of July.

2.9. “Permitted Downtime” means the following:

2.9.1. Inoperability due to any scheduled or emergency maintenance (occurring during a Scheduled Maintenance Period or Emergency Maintenance Period);

2.9.2. Problems caused by Customer’s telecommunications or Internet services;

2.9.3. Problems caused by software or hardware not provided or controlled by Cirrus Seven;

2.9.4. Problems due to force majeure events, as described in the Agreement;

2.9.5. Problems due to acts or omissions of Customer, its agents, employees or contractors;

2.9.6. Problems due to defects in software provided by Customer that Cirrus Seven could not have discovered through the exercise of reasonable diligence prior to the failure;

2.9.7. Problems due to Customer’s failure to implement changes in equipment or software reasonably recommended by Cirrus Seven in writing as essential to maintaining service levels following a Customer directed change in the operating environment;

2.9.8. Inoperability due to a Customer driven increase in demand for system resources that has not allowed Cirrus Seven a reasonable time to accommodate;

2.9.9. Problems due to operation under a disaster recovery plan (provided that Cirrus Seven has complied with its material obligations with respect thereto), or provision of a Managed Service after expiration of the Agreement;

2.9.10. Unavailability of a Managed Service due to reprocessing of Customer’s configured dataset as directed or authorized by Customer;

2.9.11. Problems due to Customer’s failure to purchase/install any software or hardware required to meet Cirrus Seven’s Minimum System Requirements for a Managed Service;

2.9.12. Problems due to Customer’s failure to adhere to Cirrus Seven’s recommendations and/or best practices, including configuration recommendations;

2.9.13. Unavailability of a Managed Service during periods when software errors, bugs, and/or configuration errors are in the process of being resolved; and

2.9.14. Unavailability of a Managed Service due to third parties intent on disrupting network service.

3. Service Availability Credits

To request a Service Credit, Customer must contact Cirrus Seven in writing within thirty (30) days of the end of the monthly billing cycle in which the Downtime of a specific Managed Service was experienced. Product will investigate the incident(s) described by Customer and within thirty (30) days from receipt of Customer request will determine whether a service credit is to be issued. If Cirrus Seven determines that during a full calendar month of the term of the Agreement, the Actual Uptime Percentage for a specific Managed Service was lower than 99.0%, Cirrus Seven shall provide Customer with a service credit in accordance with the applicable Service Credit % set forth below. Any applicable service credit shall be calculated against the applicable Managed Service monthly fee and shall be paid against future fees.  Actual Uptime Percentage Service Credit %:

≥ 99.85% but < 99.0% 2% of Monthly Fees

≥ 97.5% but < 99.85% 4% of Monthly Fees

≥ 96.0% but < 97.5% 6% of Monthly Fees

≥ 94.0% but < 96.0% 8% of Monthly Fees

≥ 90.0% but < 94.0% 10% of Monthly Fees

< 90.0% 25% of Monthly Fees

Any applicable service credit(s) provided pursuant to this Agreement will constitute Cirrus Seven’s sole liability and Customer’s sole and exclusive remedy for any failure to achieve an Actual Uptime Percentage of greater than 99.0%. Customer is not entitled to a service credit if Customer is in material breach of the Agreement (including any payment obligations to Cirrus Seven), until Customer has cured all such material breaches. Customer is not entitled to a service credit if Downtime would not have occurred but for Customer’s breach of the Agreement or Customer’s misuse of a specific Managed Service.

4.  Customer Issue Notice

In the event that Customer experiences a problem(s) with respect to a Managed Service, Customer may notify the Cirrus Seven Support team, where an Account Manager or Support Representative, as such roles are defined by internal Cirrus Seven operations, shall be available to respond to any problem(s) regarding a Managed Service. Such notification of the problem must include a clearly written description of the problem(s) and any steps that Customer can reasonably identify that would allow Cirrus Seven to replicate the problem(s). The problem shall be promptly logged upon Cirrus Seven’s receipt of clear notification of the problem. Interruption of service calls (“Service Notice”) must be placed by Customer’s designated Contact to Cirrus Seven by phone or email to the Cirrus Seven support contact email or phone number.

5.  Issue Response Service Level

Customer-initiated requests for a Cirrus Seven response will be responded to within one (1) hour (first call) during normal business hours and within four (4) hours to first call on evenings, weekends or holidays. Cirrus Seven’s response procedure consists of the following levels of service:

5.1. Level 1: remote diagnostics by technical response personnel.

5.2. Level 2: escalation to system engineer assigned to Customer environment (if Level 1 is not able to identify the resolution within one (1) hours of the receipt of the Service Notice).

5.3. Level 3: escalation to consulting engineer and management (if Level 2 is not able to identify the resolution within four (4) hours of the initiation of Level 2 service). Level 1 technical response will close the ticket when resolved.

6.  Scheduled Maintenance

Cirrus Seven’s window for Scheduled Maintenance is currently 2:00 a.m. to 5:00 a.m., United States Eastern Time, each Wednesday morning. Cirrus Seven reserves the right to revise the Scheduled Maintenance window from time to time upon notice to Customer. With two (2)business days notice Customer may request an adjustment to or rescheduling of maintenance windows.  We provide support through a variety of methods (e.g. knowledgebase, forums, chat) (“Support”). Please refer to our Contact page for the most current support information.