Checkbox Service Level Agreement

Availability
1. The Software will be available 99.90% per month, 24 hours x 7 days x 365 days a year (“ Service Availability ”) except for downtime in respect of which Customer has received at least 7 days’ written notice and which downtime will not exceed five (5) hours per month (“ Scheduled Downtime ”).
2. Checkbox must provide Scheduled Downtime during off-peak business hours (Saturdays and Sundays or 9pm - 5am CT every other day); and avoid Scheduled Downtime that would impact all Software data centres during the Term at the same time.
3. The Service Availability will be measured on a monthly basis in relation to the Service Availability in the preceding month.
4. The Software will be considered not available for every minute during a month that there is at least one unresolved issue classified as Severity level 1 (Critical) (as defined in section (b) below).

Issue and General Enquiry Support

Checkbox must perform its support obligations under the Agreement and this Statement of Work in accordance with the following Service Levels.

Severity level^**	Response and commencement of rectification work by Checkbox^*	Provision of a temporary fix or workaround by Checkbox^*	Provision of a permanent fix by Checkbox^*	Service Credit Points
1. Critical - an issue where the Software is totally unavailable or unusable.	2 hours^**	8 hours^**	48 hours^**	200
2. High - an issue where the functionality, availability or performance of Software is seriously degraded.	4 hours ^**	3 Business Days ^**	5 Business Days	150
3. Medium - an issue where the functionality, availability or performance of the Software is degraded, but not seriously.	1 Business Day	5 Business Days	20 Business Days	100
4. Low - all other issues and general enquiries relating to platform and feature use, implementation and configuration.	3 Business Days	7 Business Days ^***	N/A	50

*The time period runs from the earlier of when Checkbox first becomes aware of the issue or when Customer notifies Checkbox of the issue.

**Customer will, acting reasonably, advise Checkbox of the appropriate severity level for each issue.

***Only applicable to when an issue is related to intended, existing functionality.

SLA monitoring and notification.Checkbox must implement any measurement and monitoring tools and procedures necessary to measure its performance against the Service Levels and where there is a Service Credit awardable to you in any given month, Checkbox must inform you within 15 days from the end of the month in breach to provide the relevant refund or credit.

Service Availability Percentage Range	Service Credit
≥ 99.9%	None
< 99.9% ≥ 98.9%	3% of Monthly Equivalent Fee
< 98.9% ≥ 97.0%	5% of Monthly Equivalent Fee
< 97.0%	10% of Monthly Equivalent Fee

Service Credit Points in the month	Service Credit
0 – 200	None
201 – 400	5% of Monthly Equivalent Fee
Each 50 points thereafter	An additional 1% up to a max of 20%

Subject to paragraph (g), and notwithstanding anything else within this Service Legal Agreement, the Services do not include the rectification of issues that are caused by:
1. use of the Services by Customer other than in accordance with this Agreement;
2. modifications to the Service made by Customer and its Affiliates that not authorised by Checkbox;
3. use of the Services in connection or combination with equipment, devices or software that are not specified in writing by Checkbox as being compatible with the Services; or
4. the failure of Customer to implement any fix or upgrade that is made available to Customer, provided that Customer has been given a reasonable opportunity to implement such fix or upgrade, and such fix or upgrade does not adversely the affect the features, functions or performance of the Software.
Checkbox agrees to rectify those issues referred to in paragraph (f) in compliance with the Service Levels upon receipt of a written request by Customer to do so, however, Checkbox may charge Customer at Checkbox’s standard hourly rates for such work.

Where legal takes control