Union Systems Inc. Service Level Agreement

This Service Level Agreement (the “SLA”) sets forth the service levels and included features with respect to services (the “Service”) provided by Union to a customer (“Customer”) pursuant to a separate Master Services Agreement between Union and Customer (a “Customer Agreement”). As noted below, these levels and features may vary based on the Union Platform Tier selected by Customer in the applicable Work Order.

Summary

As further described below, Union will use commercially reasonable efforts to: (i) provide Customer with 99.9% availability to the Service; and (ii) provide standard support to Customer. In addition, the Included Features and Rate Limits describe the characteristics and limits based on the Platform Tier selected by Customer.

Availability

The Service Availability will be measured on a monthly basis, with all hours weighted equally, but the Service Availability measurement will exclude (i) reasonable scheduled downtime for system maintenance, (ii) any downtime or performance issues resulting from Customer’s failure to install or apply any required Updates within the Customer Environment, as well as (iii) any downtime or performance issues resulting from third party connections, services or utilities or other reason beyond Union’s control (including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Union employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Union’s possession or reasonable control, and denial of service attacks) (collectively, the “Exclusions”). If the Service does not meet 99.9% availability of the Service (for reasons other than the Exclusions) (the “Service Availability Metric”), then, as Customer’s sole and exclusive remedy (and Union’s sole liability), Union will provide Customer a credit for the subsequent Service billing cycle as follows:

Availability Credit

Terms in Connection with SLA Credits

In order to receive downtime credit, Customer must notify Union support within seventy-two (72) hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit.  All credits provided hereunder are nonrefundable.  If Customer elects not to renew the Agreement, such that the above credit cannot be applied in the next billing cycle, Customer will have the option to receive up to one free month of Service as its sole remedy in lieu of such credit.

Included Features and Rate Limits

The table below represents included features and/or rates by Platform Tier designated in Customer’s Work Order. If Customer wishes to upgrade the applicable features or rate limits, Customer should contact Union to discuss the terms and fees for an updated Work Order.