Definition of Terms

For purposes of this Service Level Agreement:

• "scheduled maintenance" means maintenance that is announced at least ten business days in advance, and that does not exceed the time duration specified in the announcement.
• "service" means any function performed by an on-line system created by HexagonEngage for use by our Customers or other individual authorized by HexagonEngage
• "hosted solutions" or typically called in the industry "software-as-a-service" solutions, means a web-based system on a server maintained by HexagonEngage in which the Customer accesses through the Internet.

Network

HexagonEngage will provide our best efforts to make HexagonEngage's services and hosted solutions with an available uptime of 90% of the time in any given annual billing period, excluding scheduled maintenance.

Migration

If a web server migration of our services and/or hosted solution is required because of a server degradation, HexagonEngage will notify Customer at least 24 hours in advance of beginning the migration, unless HexagonEngage determines in our reasonable judgment, that HexagonEngage must begin the migration sooner to protect Customer's data. Either way, HexagonEngage will provide our best efforts that the migration will be complete within twenty-four hours of the time we begin the migration.

Problem Notification

If a failure occurs, please contact support [at] reslifeportal [dot] com to notify HexagonEngage of the situation. Our team will then assess the situation as in accordance with this Service Level Agreement.

Credits

If HexagonEngage fails to meet a service level stated above, Customer will be eligible for a credit. Credits will be calculated as a percentage of the fees for the services and/or hosted solutions adversely affected by the failure for the current annual billing period during which the failure occurred (to be applied at the end of the billing cycle), as follows:

• Network: Five percent (5%) of the fees for each 30 minutes of network downtime, up to 100% of the fees;
• Migration: Five percent (5%) of the fees for each additional hour of downtime, up to 100% of the fees.

Limitations

Customer is not entitled to a credit if Customer is in breach of Customer's services with HexagonEngage (including Customer's payment obligations to us) until Customer has cured the breach. Customer is not entitled to a credit if downtime would not have occurred but for Customer's breach of the Agreement with HexagonEngage or Customer's misuse of a HexagonEngage system. HexagonEngage is not responsible for any system unavailability caused by circumstances beyond HexagonEngage's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving HexagonEngage's employees), or Internet service provider failures or delays.

To receive a credit, Customer must contact their HexagonEngage account team within thirty (30) days following the end of the downtime. Customer must show that Customer's use of the HexagonEngage system was adversely affected in some way as a result of the downtime to be eligible for the credit.

This Service Level Agreement is Customer's sole and exclusive remedy for HexagonEngage system unavailability.

Notwithstanding anything in this Service Level Agreement to the contrary, the maximum total credit for the annual billing period, shall not exceed 100% of Customer's fee for that billing period. Credits that would be available but for this limitation will not be carried forward to future billing periods.

This Service Level Agreement is part of Customer's Agreement with HexagonEngage and is subject to the terms and conditions stated in those documents.

Customer's Responsibilities

Customer shall be responsible for:

• all of their users' compliance with this Agreement,
• contacting their HexagonEngage account team within thirty (30) days following the end of the downtime, as stated in section "VI. Limitations,"
• be solely responsible for the accuracy, quality, integrity and legality of Customer's data and of the means by which Customer acquired the data,
• use commercially reasonable efforts to prevent unauthorized access to or use of the purchase services, and notify HexagonEngage promptly of any such unauthorized access or use, and
• use of HexagonEngage services only in accordance with the User Guide and applicable laws and government regulations.

Customer shall not:

• make the licensed services available to anyone other than authorized users by HexagonEngage and/or Customer,
• sell, resell, rent or lease the services,
• use the services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights,
• use the services to store or transmit malicious code,
• interfere with or disrupt the integrity or performance of the services or third-party data contained therein, or
• attempt to gain unauthorized access to the services or their related systems or networks.