SERVICE LEVEL AGREEMENT

1. Definitions

“Customer Core User Group” means Customer’s Users who have been trained on the MM Services and who are familiar with Customer’s business practices.

“Downtime” means any period, greater than five minutes, within the Scheduled Available Time during which a User is unable to access or use the MM Services because of an Error, excluding any such period that occurs during any Scheduled Downtime.

“Error(s)” means any failure of the MM Services to conform to the applicable functional specifications.

“Procedural Issues” means those issues that impact the usability of the MM Services and are addressable by Customer without MM assistance through the adjustment of a specific business process.

“Scheduled Available Time” means 24 hours a day, 7 days a week, less any Scheduled Downtime.

“Scheduled Downtime” means the time period identified by MM, not to exceed five (5) hours during any calendar month, in which it intends to perform any planned upgrades and/or maintenance on the MM Services. MM will use commercially reasonable efforts to schedule l Scheduled Downtimes between the hours of 4:00PM - 7:00PM Eastern US Time on Sundays, where practicable.

“Uptime Percentage” means the total number of minutes of Scheduled Available Time in a calendar month minus the number of minutes of Downtime suffered in such calendar month, divided by the total number of minutes of Scheduled Available Time in such calendar month, expressed as a percentage.

“User Administration Support Issues” means issues that impact the usability of the MM Services and are addressable by Customer through the adjustment of User access privileges, processes or procedures without MM assistance.

2. Scheduled Downtime and Uptimes; System Response Times

MM will endeavor to provide at least 72 hours prior written notice (which such notice may be provided via the MM Services) before implementing any Scheduled Downtime.

The MM Services will be available and useable according to the access protocols provided by MM and the terms of the applicable Master Service Agreement, on a monthly basis for an Uptime Percentage equal to or greater than 99.5%.

The MM Services will respond to any query, input or request from a User within 0.5 seconds on an average, monthly basis.

Notifications about both upcoming Scheduled Downtime, incidents impacting system performance, and historical reports on response time and availability can all be found at https://status.machinemetrics.com.

3. Excused Delays

Neither party will be liable to the other for any delay or failure to perform any obligation under this Service Level Agreement  if the delay or failure is due to: (a) events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency (each a “Force Majeure Event”); or (b) a Product governed by the Beta Addendum between the parties, if applicable (“Beta Products”).

MM recommends that Customer purchase a backup edge device in the event of a hardware failure impacting the MM Services. In the event of Customer’s inability to use the MM Services that would not have occurred but for Customer’s failure to have such an edge device in place, the duration of such unavailability shall not constitute Downtime.

4. Support Services

support@machinemetrics.com

https://support.machinemetrics.com

413.341.5747 ext. 120

MM must provide the services set out below (“Support Services”), including services to resolve Errors. Support Services shall be comprised of email and/or phone support (for both reports/requests and responses) as specified in the Support Table herein below, excluding national U.S. holidays except where noted. As part of Support Services, MM will endeavor to respond to a User’s request within the time frame specified in the Technical Support Escalation Chart herein below.

Support access via phone is not staffed directly and are only provided as a means to submit a ticket via automated systems.

MM will use commercially reasonable efforts to resolve all Errors, respond to Customer’s requests regarding access or use of the MM Services, and, on request, assist with and provide information regarding resolution of Procedural Issues and User Administration Support Issues. MM may do so with the support or assistance of one or more members of the Customer Core User Group, the members of which Customer Core User Group Customer must identify for MM upon request. The Customer Core User Group will, to the extent commercially reasonable:

• Validate and recreate Errors;
• Resolve procedural Issues;
• Resolve User Administration Support Issues;
• Report all unresolved Errors to MM as set out in the table above; and,
• Provide additional information to MM for testing and analysis purposes to assist with Error resolution.

5. Severity Level, Response Time, Resolve Times and Escalations

As part of Support Services, MM will endeavor to respond to, and use commercially reasonable efforts to resolve, a User’s report of an Error, or respond to a User’s request, within the applicable time frame specified in the Technical Support Escalation Chart below. When each Error is reported, MM will assign a severity level based on the Error characteristics set out in the Technical Support Escalation Chart below. MM shall have a first level technical support person respond to Customer within the time frame that is in the “First Level Contact” column. All times are measured from the time Customer first reports the Error or makes the request to MM via one of the approved methods listed under Support Services. In the chart below, business day means a day that is Monday to Friday other than national U.S. holidays.

6. Chronic Service Unavailability

Notwithstanding anything to the contrary in this Service Level Agreement, Customer may terminate the applicable Master Service Agreement without liability for payment of an Early Termination Fee in the event of a Chronic Service Unavailability (as defined below) of the Subscription Services under such Master Service Agreement. For purposes of this Service Level Agreement, “Chronic Service Unavailability” means a situation in which the MM Services is available less than 97% of the total number of minutes within a calendar month for three (3) consecutive months or four (4) times during any twelve (12) month period during the Subscription Term then in effect, but excluding unavailability due to circumstances beyond MM’s reasonable control, including without limitation: (i) Customer’s breach of any provision of the Agreement; (ii) non-compliance by Customer with any provision of this Service Level Agreement; (iii) incompatibility of Customer’s equipment or software with the MM Services; (iv) poor or inadequate performance of Customer’s systems; (v) Customer’s equipment failures; (vi) acts or omissions of Customer; (vii) Force Majeure Events; or (viii) Beta Products. In determining the availability percentage of MM Services in any particular calendar month, only Downtime (and not Scheduled Downtime) shall count towards the calculation of Chronic Service Unavailability. Following the termination of the Master Service Agreement due to a Chronic Service Unavailability, Customer shall be entitled to a refund of all pre-paid Fees for the Services paid for but not provided by MM beyond the effective date of termination of such Master Service Agreement. The remedies set forth in this Section 6 are Customer’s sole remedies and MM’s sole obligation with respect to MM’s failure to meet the Uptime Percentage set forth in this Service Level Agreement.