Service Level Agreement

THE SERVICE LEVEL AGREEMENT

       This Service Level Agreement (this “SLA”) is between maiData Corporation, a California corporation (“maiData”), and Customer, and is to be read in conjunction with the SaaS agreement (“SaaS”) between maiData and Customer. This SLA refers to the following services of maiData: maiLink Portal, the maiLink Access, maiLink Telemetry and maiLink Command (collectively, the “Services” and individually, a “Service.”), and maiLink Agent and maiLink Client software modules (collectively, the “Modules” and individually, a “Module.”)

1. Performance Levels. maiData will deliver an uptime of 99.95% (“Uptime Commitment”) for each of its Services, as measured on a monthly basis according to the terms of this SLA.

2. Measurement of Downtime. Downtime for a Service is any time when that Service is not available for use by the Customer and is therefore part of the calculation of the Uptime Commitment, except as described below.

a. Regularly Scheduled Maintenance and Updating Hours. Regularly scheduled hours are reserved for maintenance and updating, all of which are excluded from the calculation of Uptime Commitment. Regularly scheduled maintenance will not exceed 4 hours per week, and regularly scheduled updating will not exceed 2 hours per week. The hours of regularly scheduled maintenance and updating are posted at io/sla#hours. The Services may not be available for use during these hours.

b. Additional Maintenance and Updating Hours. If maiData needs to schedule additional hours for maintenance and updating time that is not included in its regularly scheduled maintenance and updating schedule, that additional time is excluded from the calculation of Uptime Commitment subject to this SLA, provided that maiData notifies Customer via email to the Administrator Users, as that term is defined in the maiLink SRM software, at least 3 business days in advance of the additional maintenance or updating time. The Services may not be available for use during these hours.

c. Outside of maiData Control Hours. Any downtime caused by factors outside of the Company’s reasonable control, including, but not limited to, Domain Name Service outages, Dynamic Denial of Service attacks, downtime resulting from outages of third-party connections or utilities or outages caused by acts or omissions of Customer, including its applications, equipment or facilities or by any use or user of the Services authorized by Customer, is excluded from the calculation of Uptime Commitment. If changes made by Customer, or Customer’s End-User Customer, to the runtime environments, including network access, of the Modules cause downtime, that downtime is excluded from the calculation of Uptime Commitment. The Services may not be available for use during these hours.

d. Emergency Maintenance Hours. Downtime due to Emergency Maintenance is excluded in the calculation for the Uptime Commitment. “Emergency Maintenance’ is any corrective action taken by maiData to remedy conditions likely to cause a severe service degradation, as designated by maiData in its sole discretion. Emergency maintenance may include but is not limited to actions intended to address hardware or software failures or viruses/worms/malware. The Services may not be available for use during these hours.

e. Services Issues Hours. Only Services issues that result in Customer being unable to access and use the maiLink Portal are included in the calculation of Uptime Commitment. Examples of these included Services issues include inability to log in, or lack of access to data stored in the maiLink Cloud.

3. Uptime Commitment Calculation. The Uptime Commitment is calculated by maiData for each calendar month.

a. Base Hours. Base Hours is calculated as the total number of hours in the calendar month.

b. Uptime Commitment. Uptime Commitment is a percentage calculated as: Base Hours minus Services Issues Hours, divided by Base Hours, and then multiplied by one hundred (100).

4. Diagnosis and Repair of Customer-Reported Issues. maiData may request access to Customer maiLink database to troubleshoot Customer-reported issues. If granted access, maiData employees will conform to good data security practices and will log any access to Customer maiLink database.

5. Backwards Compatibility. maiData intends to maintain backwards compatibility between its maiLink SRM cloud platform and the Modules. However, it may become necessary to update the Modules in devices and computers that are managed by Customer. maiData will give no less than ninety (90) days’ notice of an incompatibility that will force an upgrade of a Module. Any downtime resulting from Customer failure to update a Module as described in this Section are not included in the calculation for the Uptime Commitment.

6. Credit for Downtime. If the Uptime Commitment is not met for any given month, Customer will receive a credit on its future invoice, in the following percentages of the amount of the next invoice:

7. Limitations & Warranty Disclaimer. The remedies set forth in this SLA are Customer’s sole and exclusive remedies for any covered failure or downtime, including without limitation for any breach of warranty, except as specifically set forth in the Agreement.

8. Terms of Service. Terms defined in the SaaS will have the same meaning when used in this SLA. In the event of any conflict between this SLA and the SaaS, the SaaS will control.