Service Level Agreement

This Service Level Agreement (“SLA”) is incorporated into the Service Subscription Agreement and applies to all services (“Services”) delivered directly to Customers of Celigo, Inc. This SLA does not apply to any third parties. The uptime guarantees and any SLA credits are calculated in quarterly terms unless specified otherwise.

Service Availability: Celigo warrants that the Services will be available 99.95% of the time (“Uptime”). Uptime is calculated exclusive of any unavailability of the Services that is attributable to (i) Celigo’s scheduled maintenance windows, as well as unscheduled maintenance of which Customer has notice, as set forth in this SLA; (ii) Customer’s inability to connect to the Internet; (iii) the actions or failures to act of Customer, or Customer’s third party agents, contractors, suppliers or vendors; or (iv) any factor(s) outside of Celigo’s reasonable control. No SLA credits will accrue for any unavailability that is attributable to any of the foregoing causes.

Maintenance: Celigo requires routine, periodic access to the infrastructure supporting the Services, in order to perform maintenance and upgrades. Celigo’s scheduled maintenance window is on Saturday, between 8pm – 2am (Pacific Time), and Customer acknowledges that the Services may be unavailable due to maintenance at any time during those maintenance windows. Additionally, Celigo may be required to perform unscheduled maintenance at other times, if necessary to address imminent security or performance issues directly impacting the Services. Celigo will provide Customers with all possible notice of any such unscheduled maintenance outage. However, Customer acknowledges that it may be necessary for Celigo to perform unscheduled maintenance without first delivering notice to Customer, if the circumstances warrant. Celigo endeavors to limit actual maintenance outages to the minimum necessary to provide consistent, reliable Services to Customers.

Calculation of SLA Credits: In the event that Customer experiences less than 99.95% Uptime in any calendar quarter, then upon Customer’s written request, Celigo will provide Customer with a credit against Customer’s normal fees for Services (“Service Credit”). Each Service Credit will be calculated as one month of Customer’s standard Services fees.

SLA Credit Process: In order to receive a Service Credit, Customer must have opened a service ticket at the time of Service unavailability. If Customer becomes eligible for a Service Credit, Customer must submit a request in writing to Celigo within five (5) business days following the end of the quarter in which Customer alleges the Service Credit accrued. Customer’s written notice must state, with specificity, the date(s), time(s), and duration(s) of each Outage claimed by Customer. If Celigo inspects Customer’s written request for a Service Credit, and agrees with the Outage calculation, Celigo will notify Customer that a Service Credit will be applied to Customer’s fees for Services for the next billing cycle. Service Credits cannot be applied retroactively. Customers must be current on all payments to Celigo in order to be eligible for Service Credits. Any Customer that does not timely submit a written request for a Service Credit will forfeit all rights to receive a Service Credit for the quarter in question.

Each Customer shall be eligible for only one (1) Service Credit in any given calendar quarter. In no event shall the Service Credit available to any Customer for any calendar quarter exceed the one month’s fees for Services paid and payable by Customer to Celigo during the quarter. This SLA states Celigo’s sole obligation, and Customer’s sole and exclusive warranty, for any failure by Celigo to make the Services available.

All test, development, beta, sandbox and other non-production environments are expressly excluded from this SLA, and no Service Credits shall be available for unavailability of any such environment.