Service Agreement

ESPRESSIVE SERVICE LEVEL AGREEMENTAND DISASTER RECOVERY

INTRODUCTION. This service level agreement (“SLA”) consists of the general terms and conditions set forth below, together with Attachment 1 (Service Level Agreement Definitions), Attachment 2 (Service Level Standards for Espressive Software as a Service) and Attachment 3 (Disaster Recovery). This SLA is a part of and is subject to the terms of the Order Form under which the Service is provided to the Client. This SLA, together with the applicable terms of the Order Form, constitutes the entire agreement of the parties with respect to the subject matter of this SLA and supersedes any prior oral or written proposals, representations, promises, or agreements with respect to its subject matter. Notwithstanding anything to the contrary set forth in the Order Form, in case of a conflict between the terms of the Order Form and the terms of this SLA, the terms of this SLA will control.

GENERAL TERMS AND CONDITIONS

• 1. SLA Term. This SLA takes effect upon the Order Form Effective Date, and will continue in effect for the duration of the Service Term (as defined in Attachment 1 to Exhibit B). Upon any renewal of the Service Term, this SLA will continue in effect unless the Parties otherwise agree in writing.
• 2. Definitions. Definitions of terms in the Order Form are applicable to this SLA. In addition, the definitions contained in Attachments 1, 2 and Attachments 3 apply to this SLA only. In the case of conflicting definitions, the definitions contained in this SLA control with respect to the interpretation of this SLA.
• 3. General.
• 3.1Service Requirements. Espressive shall use commercially reasonable efforts to comply with the obligations set forth in these general terms and conditions, as well as the requirements set forth in Attachment 1 and Attachment 2 that are specific to the Service. Espressive is not responsible for delays or other problems in the operation of the Service to the extent caused by Client’s failure to meet any specific obligations that are relevant to the operation of the Service or by any Outside Factors.
• 3.2 Necessary Suspension. Espressive may temporarily suspend the Service for necessary repairs (“Necessary Suspensions”). If Espressive will effect a Necessary Suspension, Espressive will provide Client with reasonable prior written notice (e-mail form acceptable) when commercially practicable under the circumstances, and Espressive shall restore Availability of the Service as soon as commercially practicable.
• 4. Support.
• 4.1Support Generally. Espressive is committed to providing its clients with necessary support and access to knowledgeable personnel. Questions and issues related to the Service will be addressed during Product Support Hours, which may differ from Standard Service Availability Hours.
• 4.2Errors. Espressive shall use commercially reasonable efforts to resolve Errors in a manner consistent with the requirements of this SLA. If at any point Espressive determines that a problem reported by Client is not the result of an Error, Espressive will promptly report that determination to Client. Resolution of problems caused by Outside Factors or not the result of Errors is not covered under Espressive’s Support obligations, and Espressive reserves the right to charge for services performed, at Client’s request, to diagnose or repair problems not covered under Espressive’s Support obligations.
• 4.3Severity Levels and Response Times. Upon Client’s report of a problem with the Service, a Espressive representative will acknowledge the report by issuing a confirmation to Client, either by phone or email, and Espressive will assign a severity level to the problem based on the type of issue reported, according to the following schedule:

• 4.4Client’s Obligations Relating to Support Requests. In order to ensure that Espressive is able to meet the response times set forth above and provide Support in the most efficient manner, Client agrees, in addition to using its reasonable efforts to provide Espressive with all relevant information reasonably necessary for Espressive to respond to a Support request and Client’s general Cooperation: (a) to designate primary and secondary liaisons who have been trained on the Service and to provide Espressive with all necessary after-hours contact information for those individuals; (b) that all Support requests will be centralized through the primary and secondary liaisons; (c) to submit Support requests to Espressive’s Product Support; (d) to use reasonable efforts to diagnose and resolve problems in the operation of Client’s interface to the Service prior to contacting Espressive for Support; (e) to use reasonable efforts to confirm that reported problems are due to a malfunction of the Service; (f) to use reasonable efforts to consult Espressive-supplied documentation before submitting questions about the Service to Espressive; and (g) to work with Espressive to return Support requests to reasonable levels if Espressive deems that Client’s Support requests exceed reasonable or typical levels for the Service. Client must notify Espressive of any problems with the Service in a timely manner (depending on the circumstances, but in no event later than thirty (30) days after becoming aware of an issue with the Service).
• 4.5Updates; Releases. As a part of Support, Espressive will ensure Client is running the latest updates and releases to the Service and the Application. Optional, separately-priced Service features that may be made available with new updates and releases of the Service are not included in Support unless otherwise agreed in writing. Client shall comply with any published update and release schedules applicable to Espressive-supplied Software. If Client fails to adhere to the update or release schedule, this failure may cause Espressive to be unable to meet the Service levels defined in this SLA. Unless otherwise agreed, installation of software and updates on Client systems is Client’s responsibility.
• 4.6Security Breach. In the event of a security breach, Espressive shall review security audit logs applicable to Client Application and share results with Client within 2 business days. Espressive shall use commercially reasonable efforts to correct the security breach.
• 5. Exclusions; Additional Services. If Client requests services that are outside the scope of Espressive’s Support obligations under this SLA, Espressive may provide those services at its discretion and subject to availability of resources, and Client shall pay for such services on a time-and-expenses basis at Espressive’s then-current rates. The following are outside the scope of Espressive’s Support obligations unless specifically agreed otherwise in writing:
• (a) Requests for Support outside of Product Support Hours for reasons other than severity 1 or severity 2 issues.
• (b) Support that becomes necessary due to: (i) failure of computer hardware, equipment or programs not provided by Espressive or a Espressive Affiliate or a third-party, on behalf of Espressive or a Espressive Affiliate; (ii) Client’s use of the Services not in accordance with the applicable user guide or Documentation; or (iii) any problem or loss not solely attributable to the Application.
• (c) Maintenance and support of hardware, software programs, or data connections owned, operated, or developed by Client that interface with the Service.
• (d) Development, customization, coding, installation, integration, consulting, and training.

ATTACHMENT 1 TO SERVICE LEVEL AGREEMENT DEFINITIONS

“Application” means the combination of computer hardware, computer software programs, and data transmission facilities under the control of Espressive that Espressive uses to provide the Service to Client.

“Available” or “Availability” means that the Application is performing substantially in accordance with the applicable user guide or other documentation.

“Business Day” means a day, Monday through Friday, excluding Espressive holidays. Espressive will provide Client a list of Espressive holidays upon Client’s request, which holidays are subject to change by Espressive from time to time.

“Commencement Date” means the date on which Espressive first notifies Client in writing that the Service is Available for commercial use.

“Completed Restoration Time” means the time the Application is Available after a Disaster Declaration.

“Cooperation” means Client’s general cooperation and providing assistance and access to necessary personnel and suitably configured Client systems, as required in order for Espressive to perform its obligations under the Order Form, Client’s timely submission of data in a reasonably agreed-upon format; and Client’s timely furnishing of information and responses to Espressive requests.

“Disaster Declaration” means a written statement from Espressive informing the Client that a disaster has been declared affecting the Availability of the Application.

“Disaster Recovery Plan” means the Espressive plan to recover the Application in an alternate data center.

“Errors” means verified and reproducible malfunctions of the Application or any related Espressive-supplied software that prevents the Service from performing as described in the Order Form or the applicable user guide or other documentation.

“Force Majeure Event” means any events beyond Espressive’s reasonable control, including but not limited to denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages.

“Outside Factors” means downtime caused by circumstances beyond Espressive’s control, including without limitation: Client modifications, events of Force Majeure, general internet outages, failure of Client’s infrastructure or connectivity, computer and telecommunications failures and delays not within Espressive’s control, delays or unavailability due to credit bureaus or internet service providers, and network intrusions or denial-of-service attacks, provided Espressive has implemented commercially reasonable measures to mitigate or prevent such an attack or intrusion

“Possible Available Uptime” means possible hours of Service Availability in the month (based on Standard Service Availability Hours) minus any Scheduled Downtime and downtime caused by Outside Factors during the month.

“Product Support Hours” are the hours during which Espressive’s support teams will be available to provide routine Support. See Attachment 2 for specific Product Support Hours applicable to the Service.

“Scheduled Downtime” means time designated by Espressive in advance when the Service will be unavailable. Scheduled Downtime is normally used to allow Espressive to properly maintain and/or update the Application or to maintain the performance of the Service. See Attachment 2 for Scheduled Downtime applicable to the Service.

“Service” means the service(s) provided by Espressive to Client pursuant to the Order Form.

“Service Term” means the term of the Service specified in the Order Form, including any extensions or renewals of that term.

“Standard Service Availability Hours” means time when the Service can be expected to be Available. See Attachment 2 for specific Standard Service Availability Hours applicable to the Service.

“Support” means work performed by Espressive or its agents in connection with ensuring that the Service performs the functions described in the Order Form and the applicable user guide or other documentation.

“Unscheduled Downtime” means any time during Standard Service Availability Hours when the Service is not Available, other than Scheduled Downtime and downtime caused by Outside Factors.

“Uptime” means the time when the Service is operational in accordance with this SLA and the applicable user guide or documentation.

ATTACHMENT 2 TO SERVICE LEVEL AGREEMENT SERVICE LEVEL STANDARDS FOR THE ESPRESSIVE SOFTWARE AS A SERVICE

• 1.General
• 1.1Data Expectations. Service level objectives set forth in this SLA are based upon a normal volume of data that complies with Espressive’s operating expectations. If Client furnishes Espressive with any Client Data that is not formatted in accordance with the applicable format specified in the Documentation, such Client Data may impact system performance, and Espressive will not be responsible for failure to meet agreed-upon service levels if such failure results from Client Data volume exceeding any limitations set forth in the Order Form or incorrectly formatted data.
• 1.2Standard Service Availability Hours; Scheduled Downtime.

  (a) Standard Service Availability Hours in the United States (“US”) are every day, 24 hours per day, but not including Scheduled Downtime. Every Sunday between 2:00 a.m. and 6:00 a.m. Central Time is Scheduled Downtime reserved for Application maintenance, updating, and repair without further notice to Client.

  (b) Scheduled Downtime may also be scheduled by Espressive as reasonably necessary for Application maintenance, updating, or repair. Espressive shall use commercially reasonable efforts to minimize the effects of such Scheduled Downtime on Client’s regular business operations.

• 1.3Product Support Hours.
  “US Product Support Hours”are 8:00 a.m. to 7:00 p.m. Central Time, Monday through Friday, excluding holidays observed by Espressive in the United States.
• 1.4 Third-Party Providers. Espressive shall maintain connections to the Internet and to any business partners that are necessary to the Service. Client understands that Espressive’s access to third-party business partners is subject to the operating hours, network availability, and performance of each business partner.
• 2. Service Availability.
• 2.1 Uptime SLA Percentage. Espressive shall endeavor to ensure that the Uptime SLA Percentage, exclusive of Scheduled Downtime and downtime caused by Outside Factors, measured on a monthly basis, averages at least 99.9% (“Uptime SLA Percentage”). For the purpose of determining Uptime SLA Percentage, the following formula will be used:

  Uptime SLA Percentage = (Possible Available Uptime – Unscheduled Downtime) / (Possible Available Uptime) x 100%

• 2.2 Service Level Termination Event If the Uptime SLA Percentage falls below 97% on a rolling three (3) months average, then Client has the right to terminate the applicable Order Form without penalty upon thirty (30) days’ prior written notice to Espressive of its intent to terminate; provided that such notice is given within sixty (60) days of the Service Level Termination Event.

ATTACHMENT 3 TO SERVICE LEVEL AGREEMENT ESPRESSIVE SOFTWARE AS A SERVICE – DISASTER RECOVERY

• 1. Disaster Recovery.
  
  Espressive shall maintain a Disaster Recovery Plan in the event of a catastrophe or other Force Majeure Event that prevents Espressive from delivering the Service, and will use commercially reasonable efforts to have the Service restored to operation as soon as practicable. This plan shall include geographic diversity of data center locations with target service levels as follows:

  (a) Recovery Point Objective (“RPO”) of less than twenty-four (24) hour.  “Recovery Point Objective” or “RPO” shall mean the maximum amount of data that may be lost when the Service is restored after an interruption.  Recovery Point Objective is expressed as a length of time before the failure.

  (b) Recovery Time Objective (“RTO”) no more than forty-eight (48) hours.  “Recovery Time Objective” or “RTO” shall mean the maximum time allowed for recovery of the Service following an interruption. Recovery Time Objective is expressed as the length of time between a Disaster Declaration and the Completed Restoration Time to the Service.

• 2. Data Backup and Retention.
  
  Espressive shall back up on a daily basis using a combination of full and incremental backup procedures. Backups will be executed automatically using a predefined schedule.