Service Level Agreement

SERVICE LEVEL AGREEMENT

1. Definitions.

1.1 "System Availability" means that the Site is properly receiving and transmitting data up to the point of the border routers.

1.2 "Downtime" A period of time where Users are unable to transmit data to and from the Site up to the point of the border routers.

1.2 "Exempt Downtime" Downtime where the parties have previously agreed upon the time and duration of such Downtime. Only Downtime occurring during such previously-agreed period shall be deemed to be Exempt Downtime. Exempt Downtime may also consist of regularly scheduled events if such events are described in an applicable Sales Order.

2.0 Terms of SLA. AspireSoft shall guarantee 99.98% System Availability of Site with the exception of Exempt Downtime and Excused Failures for each given month.

2.1 Downtime Determination. Downtime begins when an interruption is recorded in the AspireSoft monitoring system or a trouble ticket is opened saying that Customer can't transmit and receive data (whichever is earlier).

2.3 Excused Failures. Failure to meet System Availability levels will not be deemed to be a failure by AspireSoft if one of the following conditions exist: (i) the failure is mutually agreed not to be the fault of AspireSoft; (ii) the failure of Customer to carry out relevant obligations causing the failure; (iii) failure of equipment not provided by or maintained by AspireSoft; or (iv) Force Majeure Events.

2.4 Remedy for Downtime. For each thirty minute increment of Downtime that is not Exempt Downtime, or an Excused Failure that exceeds the 99.98% Service Availability guarantee, AspireSoft shall credit to Customer one day of service up to 100% of the monthly fee. In order to receive a credit, Customer must submit a written claim within 36 hours of a documented service interruption.