Service Level Agreement

Service Levels Agreement (“SLA”) and Support

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.

(a) “Authorized Users” means an employee of Customer who has been authorized by the Customer and assigned a unique username-password combination to access and use the SU Platform.

(b) “Downtime” means any time that the SU Platform is not available for access by Authorized Users.

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

(d) “Maintenance” means maintenance to the SU Platform: (i) that occurs during the time period that SponsorUnited or its third-party service providers reserve for scheduled maintenance, which will be non-business hours (i.e. not during 8:30 a.m. to 8:30 p.m. Eastern Time, Monday through Friday, excluding those weekdays on which any federal holidays occurs in the United States) and will not exceed five (5) hours per month; and (ii) any additional maintenance for which SponsorUnited provides Customer with at least two (2) days advance notice.

(e) “Uptime” means any time that is not Downtime.

2. Service Availability
SponsorUnited agrees to use commercially reasonable efforts to make the Platform available to Customer at all times during the Term of this Agreement except for Excused Downtime.

(a) Target Uptime Percentage. SponsorUnited will use commercially reasonable efforts to provide at least 99% Uptime in any calendar month (the “Target Uptime Percentage”), outside of “Maintenance” or “New Releases” windows, for utilizing the SU Platform.

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

(c) Notice of Breach. In the event that the Achieved Uptime Percentage is less than the Target Uptime Percentage in a particular calendar month (a “Triggering Month”), Customer shall have the right to notify SponsorUnited of a breach of the agreement by providing SponsorUnited written notice of such breach (a “Breach Notice”). If such breach is not cured within the time period set forth in the Agreement, then Customer may elect to terminate the Agreement as provided therein.

3. Authorized User Accounts
In order to access and use the SponsorUnited Platform, Customer will need to register and create an account (“Account”). Customer agrees to provide accurate, current and complete information about the Customer Account to SponsorUnited, which includes all individual Authorized User Accounts. SponsorUnited reserves the right to suspend or terminate the Customer Account or any individual Authorized User’s Account, if any information provided during the registration process or thereafter is or becomes inaccurate, false or misleading. Customer is responsible for maintaining the confidentiality of Customer’s passwords and Account, including all user names and passwords information assigned to its Authorized Users, and agrees to notify SponsorUnited if any of the passwords is lost, stolen, or disclosed to an unauthorized third-party, or otherwise may have been compromised. Customer is responsible for all activities that occur under the Customer Account, including the activities carried out by individual employees.

4. Technical Support Procedures and Services
(a) Support Hours. SponsorUnited maintains a technical support staff and an automated request tracking system to assure that Customer’s support requests are serviced with quality. SponsorUnited’s Support Center technical support team is available on our platform (pro.sponsorunited.com) (email clientservices@sponsorunited.com from 8:30 a.m. – 8:30 p.m. eastern time. Off-Hours support to Customer is also available 7 days per week via phone, and via email at clientservices@sponsorunited.com. SponsorUnited maintains around-the-clock support for Severity 1 System issues. SponsorUnited shall also provide Customer with a designated Account Manager, who may be contacted for support issues. SponsorUnited also provides certain technical support via a “self-service solution” web page.

(b) Support Requests. To request technical support or to report an issue that requires resolution, Customer may either send an email describing the request or issue to clientservices@sponsorunited.com.

(c) Support Service Prioritization and Delivery. Requests received through the Support Request Procedures will be addressed by category: Support Requests, System Issues or Other Requests.

(i) Support Requests. SponsorUnited will respond to all questions regarding or requests for assistance with configuration or operating the system (“Support Requests”) within four (4) business hours; provided, however, that any Support Requests reported through the Support Request Procedures after hours will be reviewed within one (1) hour after the start of the next regular business day.

(ii) System Issues. SponsorUnited will assign one of the following severity levels to all reports that the system is not functioning in accordance with the specifications set forth in the System Documentation (“System Issues”):

Priority Description Resolution Timing
1 Critical Priority. An issue that materially impacts Customer’s ability to conduct business. SponsorUnited will provide around-the-clock support for Priority 1 issues.
2 High Priority. A material issue for which a functional workaround sufficient to allow Customer to conduct business. SponsorUnited will address and resolve Priority 2 issues as rapidly as possible within normal business hours.
3 An issue that does not have a material effect on Customer’s business or the operation of the system. SponsorUnited will address and resolve Priority 3 issues in the normal course of its business through system updates.

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

5. Maintenance and New Releases
From time to time SponsorUnited will conduct routine Maintenance, or the installation of a “New Release” of the SU Platform, which may require the temporary suspension of the use of the SU Platform. The duration of such routine Maintenance and installation of New Release occurrences will not exceed forty (40) hours in any three calendar month period or twenty (20) hours in any calendar month or ten (10) hours in any one week.