Service Level Agreement

This Service Level Agreement (“SLA”) sets forth the terms and conditions under which Reflektive will provide service levels to Clients pursuant to the Master Subscription and License Agreement executed between Reflektive and Clients (the “Agreement”).

1. DEFINITIONS. The following definitions will apply to this SLA.  All capitalized terms not defined in this SLA will have the meaning given them in the Agreement.

1.1 “Downtime” means any time that the Reflektive Platform is not available for access by Authorized Users.

1.2 “Excused Downtime” means any Downtime that is caused by (i) Maintenance, (ii) Client’s or Authorized Users’ telecommunications, Internet, and network services, (iii) software, hardware, and services not controlled by Reflektive (including but not limited to third-party services used to provide the Reflektive Platform and software or sites that are accessed or linked through the Reflektive Platform), or (iv) any Force Majeure Events or other matter beyond Reflektive’s reasonable control.

1.3 “Maintenance” means maintenance to the Reflektive Platform: (i) that occurs during the time period that Reflektive or its third-party service providers reserve for scheduled maintenance, which will be non-business hours (i.e. not during 8:00 a.m. to 6:00 p.m. Pacific Time, Monday through Friday, excluding those weekdays on which any federal holidays occurs in the United States) and will not exceed four (4) hours per month; and (ii) any additional maintenance for which Reflektive provides Client with at least two (2) days advance notice.

1.4 “Uptime” means any time that is not Downtime.

2. SERVICE AVAILABILITY.

2.1 Target Uptime Percentage.  Reflektive will use commercially reasonable efforts to provide at least 99% Uptime in any calendar month (the “Target Uptime Percentage”).

2.2 Achieved Uptime Percentage.  Actual Uptime percentage for each calendar month will be the quotient, expressed as (i) the total minutes potentially available for Uptime for that month minus total minutes of Downtime (other than Excused Downtime), divided by (ii) the total minutes potentially available for Uptime for that month minus any minutes of Excused Downtime (the “Achieved Uptime Percentage”).

2.3 Right to Cancel

2.3.1 In the event that the Achieved Uptime Percentage is less than the Target Uptime Percentage in two consecutive calendar months (a “Triggering Event”), Client shall have the right to cancel the agreement (the “Cancellation Right”) by providing Reflektive written notice of such cancellation (a “Cancellation Notice”) within 14 days after the last day of the calendar month in which the Triggering Event arose (the “Triggering Month”).  If Client does not provide a Cancellation Notice within 14 days after the last day of the Triggering Month, the Cancellation Right arising with respect to the Triggering Event shall expire.

2.3.2 Exercise of a Cancellation Right pursuant to this SLA will be Client’s sole and exclusive remedy, and the entire liability of Reflektive, for any failure to achieve the Target Uptime Percentage or any breach of this SLA.

3. ERROR PRIORITIES AND RESPONSE TIMES.

Issues with the Reflektive Platform are classified based on severity of the issues and the required resources needed to resolve them. Reflektive will designate the severity and impact of the reported issue as defined below and will use commercially reasonable efforts to respond and commence working on the applicable issue in accordance with the time periods below.

For issues that do not materially affect Client’s services and informational inquiries, Reflektive will respond promptly during regular business hours.

Reflektive Service Level Agreement – v1 1.1.2018