SERVICE LEVEL AGREEMENT

This Service Level Agreement (this “SLA”) sets forth the service level terms and conditions for the Subscription Services provided pursuant to the Software as a ServiceAgreement (the “SSA”) between Awardco and Customer. All capitalized terms contained but not defined in this SLA have the meaning given to them in the SSA.

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1.          UPTIME AVAILABILITY

Awardco will use commercially reasonable efforts to make the Subscription Services identified on Customer’s applicable Order Form accessible and available for use by Authorized Users at least 99.5% of the time, measured on a calendar monthly basis (the “Availability Commitment”).  The Availability Commitment does not apply to any downtime of the Subscription Services to the extent such downtime results from: (i) disengagement of functionality of the Subscription Services due to Customer’s request; (ii) slowness or other performance issues that do not materially impact the overall operation or functionality of the Subscription Services; (iii) suspension of Subscription Services by Awardco or at its direction as permitted under the Agreement; (iv) forces beyond Awardco’s reasonable control, such as external network or equipment problems, including without limitation internet or third-party service outages or outages with respect to Customer’s or an Authorized User’s network or internet access; (v) defects caused by Customer or one of its vendors or service providers; (vi) any modification or alteration of the Subscription Services by anyone other than Awardco; (vii) emergency maintenance performed by Awardco or on Awardco’s behalf to fix critical functionality, vulnerabilities, or material defects that may substantially impair the usability or performance of the SubscriptionServices; or (viii) scheduled maintenance, provided that Awardco has provided Customer with at least forty-eight (48) hours prior notice.

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2.          SLA CREDITS

Uptime for the Subscription Services can be monitored 24x7 at status.awardco.com.  If Awardco fails to achieve the Availability Commitment in a given calendar month during the Term, and if Customer meets its obligations below, Customer will be eligible to receive a credit based on the pro-rata subscription fees for the month in which the Availability Commitment was not met, as provided in the following table.

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To receive a credit, Customer must submit a claim for such credit within seven (7) days following the end of the month in which Customer believes the Availability Commitment was not met by contacting Awardco at support@awardco.com with a reasonable description of the downtime and the approximate duration of the downtime. Awardco will investigate Customer’s claim for a credit and notify Customer within thirty (30) days of the request of the resolution of such claim. If the claim is approved, Awardco will issue a credit to Customer’s account, calculated as set forth in this SLA, which credit will be applied to the subscription fees on Awardco’s future invoices (if any) to Customer.  If the claim is rejected, the notification will specify the basis for rejection.  If Customer has a reasonable and good faith basis for disagreeing with a rejection of a credit, Customer may notify Awardco, and Customer and Awardco will diligently pursue an expedited resolution of such dispute.  Credits under this SLA cannot be exchanged for cash, are not cumulative (i.e., a credit in one row is not added to a credit in another row), and will expire in their entirety upon termination of the SSA. The remedies set forth in this SLA are the Customer’s sole and exclusive remedies and Awardco’s sole and exclusive obligations for Awardco’s failure to meet the Availability Commitment.