Service Level Agreements

This Service Level Agreement (this “SLA”) is attached to and incorporated in that certain Master Subscription Agreement (the “MSA”) entered into by and between HR for Health and Client. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the MSA.

1. Definitions.

1. “Available or Availability” means when HR for Health’s or its third-party monitoring services indicate that Client is able to access the HR for Health online user interface for the Covered Service.
2. “Calendar Month” means the calendar month to which this SLA applies and for which Uptime Percentage is being calculated.
3. “Covered Service” for purposes of this SLA specifically means HR for Health’s software-as-a-service applications (excluding any External Service) that Client has licensed and paid for under an Order Form.
4. “Downtime” means the minutes during the Calendar Month when the Covered Service is not Available to the Client, except any Excluded Minutes as outlined below.
5. “Excluded Minutes” means the minutes that the Covered Service is not Available caused by one or more of the following: (i) acts or omissions of Client, Authorized Parties, or their agents, employees, or contractors, or acts or modifications as directed or authorized by Client or Authorized Parties, or breach of the terms of the Agreement that apply to the Covered Service; (ii) Downtime attributable to an External Service outside of HR for Health’s reasonable control; (iii) Client’s failure to adhere to HR for Health’s documented recommendations, including hardware or software configuration necessary to meet minimum system requirements for the Covered Service; (iv) spikes in demand for system resources for which Client and HR for Health did previously not agree in writing to a process to allow HR for Health to make accommodation for such increase in demand unless otherwise agreed to in an Order Form; or (v) software, hardware, or third-party services or third-party integrations not provided or controlled by HR for Health, including but not limited to embedded payroll, or events beyond HR for Health’s reasonable control, including but not limited to events of Force Majeure, internet unavailability, denial of service attacks, any law, regulation or order issued by the government, or any agency or department, which, in the reasonable opinion of HR for Health, effectively prohibits or restricts HR for Health from offering the Covered Service, or imposes significant additional costs on HR for Health to provide the Covered Service.
6. “External Service” means any software used by HR for Health in connection with the provision of the Covered Service which is administered by a third-party. External Services include, but are not necessarily limited to, the following: DNS servers, hosting providers, email servers, and the like.
7. “Maximum Uptime” means the total minutes in the Calendar Month (e.g. 44,640 minutes in the month of July) minus Planned Downtime Minutes during the same Calendar Month.
8. “Minimum Uptime Percentage” means 99.9%.
9. “Planned Downtime” means any instance where HR for Health intentionally causes the Covered Service to be Unavailable, provided that (i) such instance is done for purpose of reasonably updating, upgrading or maintaining the Covered Service or its underlying infrastructure (for example, without limitation, operating system upgrades, hardware repairs, database backups, data center moves, or the like) where HR for Health has given email notice to Client; (ii) such instance occurs outside of normal business hours (8am – 5pm U.S. Pacific Time Monday – Friday, U.S. federal, state and local public holidays excluded).
10. “Planned Downtime Minutes” means the number of minutes elapsed during Planned Downtime by HR for Health that results in the Covered Service not being Available.
11. “Uptime Percentage” means the Maximum Uptime minus Downtime, divided by Maximum Uptime.

2. Service Credits

Uptime Percentage. If during any full Calendar Month of the Term of the applicable Order Form, the Uptime Percentage for a Covered Service is lower than the Minimum Uptime Percentage, and Client notifies HR for Health in writing by sending an email to support@hrforhealth.com about such Downtime within 30 days of the Downtime, HR for Health shall provide Client with a service credit for that Covered Service in accordance with the table below in Section 2(b) (“Service Credit”). The Service Credit percentage will be calculated against Monthly Fees for the Covered Service and will be paid against future fees. In the event that Client’s fees have been fully paid and Client’s HR for Health subscription does not renew, any outstanding Service Credits accrued during the Term of the applicable Covered Service will be paid out to Client at the end of the Term as a partial refund of prepaid Monthly Fees. The “Monthly Fee” will be calculated based upon the licensing fees for the Covered Service as stated in the applicable Order Form (excluding flow-through costs for third-party services). If, for example, the licensing fee for the Covered Service is an annual licensing fee, then the Monthly Fee will be equal to the annual licensing fee applicable to the Covered Service divided by 12. HR for Health reserves the right to apportion value to Covered Services when Client has licensed multiple products in an Order Form to calculate Service Credits.

Service Credits.

Uptime Percentage	Service Credit %
≥ 99.5% but < 99.9%	5% of Monthly Fees
≥ 95.0% but < 99.5%	10% of Monthly Fees
≥ 90.0% but < 95.0%	15% of Monthly Fees
< 90.0%	5% of Monthly Fees

Except as provided in Section 3 below, any Service Credits provided pursuant to this SLA will constitute HR for Health’s sole liability and Client’s sole and exclusive remedy for any failure to achieve the Minimum Uptime Percentage. Failure to achieve the Minimum Uptime Percentage for the Covered Service will result in the Service Credit % applicable to each Covered Service, subject to a maximum cumulative Service Credit % of 25% of total Monthly Fees for the Service (regardless of the number of individual service failures in the applicable month).

3. Termination for chronic failure. If HR for Health fails to maintain an Uptime Percentage of ≥ 90% for any individual Covered Service for any 3 months in a 6-month period (“Minimum Level of Service”), Client may terminate that single affected Covered Service upon 10 days written notice to HR for Health from the date there is a failure to meet the Minimum Level of Service and will be entitled to a refund of any Monthly Fees for such affected Covered Service covering the period from the date of termination through the end of such prepaid period

4. Uptime. Client may review Downtime at https://hrforhealth.statuspage.io/ or such other link as provided by HR for Health from time to time.

4868-3205-5012.4