SOCIALHP SERVICE LEVEL AGREEMENT

THIS SERVICE LEVEL AGREEMENT (“SLA”) forms a part of the SocialHP Terms and Conditions (“Terms”) between SocialHP.com Media Inc. o/a SocialHP (“Provider”, “SocialHP”, “we”, “us”) and the Client. Capitalized terms used in this SLA but not defined in this SLA are used as defined in the Terms.

1.1 “Business Day” means a day of the year on which the banks in the City of Toronto, Ontario are not required to close by law.

1.2 “Maintenance” means scheduled Unavailability of the Provider’s Software, as announced by the Provider prior to the services becoming unavailable.

1.3 “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Provider’s Software and/or Services were Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.

1.4 “Service Credit” means a credit denominated in US dollars, calculated as set forth below, that we may credit back to an eligible account.

1.5 “Unavailable” and “Unavailability” means a credit denominated in US dollars, calculated as set forth below, that we may credit back to an eligible account.

2.1 Support Obligations. During the Term, the Provider will provide support relating to the Services to the Client and its Users in accordance with this SLA (each request for support, a “Request”).

2.2 Helpdesk Support. The Client and the Users may submit Requests by e-mailing the Provider at info@socialhp.com or through the User Account on the Software.

2.3 Support Hours. Subject to the response timetable below, support for Software will be available between the hours of 9:00 am EST and 4:30 pm EST on each Business Day (each such hour is hereafter referred to as a “Business Hour”). After hours support (“After Hours”) is available from 4:30 pm EST to 9:00 pm EST on each Business day and from 9:00 am EST to 4:30 pm EST on weekends.

2.4 Initial Setup and Training. The Provider will provide initial setup, training and services in accordance with the terms of an applicable Order Form. In addition, during the Term, the Provider will provide online training materials through its website, the Services or otherwise. This may be in the form of frequently asked questions (FAQs), user manuals and/or training videos.

2.5 Backup. The Provider will create a backup or cause its cloud providers to create a backup of the Software (including all Client Data) no less frequently than once every twenty-four (24) hours. Upon request from the Client, the Provider will provide the Client with a copy of the most recent backup available.

3.1 Uptime Commitment. The Provider will use commercially reasonable efforts to make the Software and/or the Services available with a Monthly Uptime Percentage of at least 99.95% during any monthly billing cycle (the “Service Commitment”). Subject to the SLA Exclusions, if the Provider does not meet the Service Commitment, the Client will be eligible to receive a Service Credit, as further outlined below.

3.2 Service Credits Calculation. Service Credits are calculated as a percentage of the total Fees due on the Client’s invoice for the monthly billing cycle in which the Unavailability occurred, applied proportionally to the Services that were Unavailable, in accordance with the schedule below:

• For Monthly Uptime Percentage less than 99.95% but equal to or greater than 99.0%, the Client will be eligible for a Service Credit of 10% of the Fees attributable to the affected resources; and
• For Monthly Uptime Percentage less than 99.0%, the Client will be eligible for a Service Credit of 30% of the Fees attributable to the affected resources.

3.3 The Provider will apply any Service Credits only against future payments for the Services otherwise due from the Client. At the Provider’s sole discretion, the Provider may issue the Service Credit to the credit card the Client or the Client’s Administrator provided or used to pay for the invoice for the billing cycle in which the Unavailability occurred. The Client acknowledges and agrees that Service Credits will not entitle the Client to any refund or other payment from the Provider. Service Credits will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account.

3.4 Credit Request and Payment Procedures. To receive a Service Credit, the Client must submit a claim by emailing info@socialhp.com. To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include: (a) the words “SLA Credit Request” in the subject line; (b) the dates and times of each Unavailability incident that the Client is claiming; (c) the account handle(s); and (d) logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks). If the Monthly Uptime Percentage of such request is confirmed by the Provider and is less than the Service Commitment, then the Provider will issue the Service Credit to the Client within one billing cycle following the month in which the Client’s request is confirmed by the Provider. The Client’s failure to provide the request and other information as required above will disqualify the Client from receiving a Service Credit.

3.5 Sole Remedy. Unless otherwise provided in the Terms, the Client’s sole and exclusive remedy for any Unavailability, non-performance, or other failure by us to provide the Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

4.1 Issue Response. The Provider will respond to Requests as follows (the Severity Level will be determined by the Provider in its reasonable discretion):

4.2 Deemed Response. The Provider is deemed to have responded when it has replied to a Client’s Request in the form of an email or telephone call, to acknowledge receipt of Client’s Request, provide a solution, or request further information.

4.3 Support issues may be escalated by the Client as follows:

Severity Escalation: The Client may escalate the severity of a Request by notifying the Provider’s support resources, if there are extenuating circumstances that cause or could cause the support issue to have an adverse impact on the Client’s business. The request to escalate the severity of a support issue may be initiated by submitting or updating an e-mail with the word “escalate” in the subject line.

Managerial Escalation: The Client may request managerial escalation of a Request by contacting the Provider’s applicable contact persons. Issues may be escalated through subsequent levels of management as required until the support issue is resolved.

5.1 Limitations on Support. The Provider’s obligation to provide support is contingent upon proper use of the Software and full compliance with the Agreement and SLA. Moreover, the Provider shall be under no obligation to provide support should the support be required due (i) to failure to operate the Software within any recommended system requirements provided with the Software; (ii) any modification or attempted modification of the Software by the Client or any third party; or (iii) the Client’s failure to implement Software changes or upgrades recommended by the Provider.

5.2 SLA Exclusions. The Service Commitment does not apply to any Unavailability that falls withing the below “SLA Exclusions”:

• Results from a suspension or remedial action against the Client or certain Users, as described in the Terms;
• Caused by factors outside of the Provider’s reasonable control, including any force majeure event, internet access, electrical service or problems beyond the demarcation point of the Provider’s network;
• Results from any actions or inactions of the Client, its Users, or any third party;
• Results from the equipment, software or other technology of the Client, its Users, or any third party (other than third-party equipment within the Provider’s direct control);
• Results from failures of the Provider’s Services not attributable to Unavailability; or
• Results from any Maintenance.

5.3 Discretionary Service Credits. If the Provider’s Software and/or Services availability is impacted by factors other than those used in the Provider’s Monthly Uptime Percentage calculation, the Provider may issue the Client a Service Credit considering such factors as determined at the Provider’s sole discretion.