Support and Service Level Agreement

1. MAINTENANCE

1. Routine maintenance will be performed between the hours of 9:00 PM ET Saturday and 9:00 AM ET Sunday (“Routine Maintenance”) and Laivly will use commercially reasonable efforts to schedule any other maintenance to the Laivly SaaS Services during hours other than during Regular Business Hours.
2. In the event Laivly must perform maintenance other than Routine Maintenance, Laivly will use commercially reasonable efforts to provide Customer with at least one (1) business day advance notice of such maintenance.

2. SERVICE AVAILABILITY

Laivly will use commercially reasonable efforts to provide the Laivly Platform with an Uptime Percentage of at least 99.9% (the “Service Level Requirement”).

3. SERVICE CREDITS

1. If during any full calendar month of the term of the Order Form for Laivly SaaS Services, the Uptime Percentage is lower than the Service Level Requirement (a “Service Level Failure”), Customer will be entitled to request a service credit in accordance with the following table (“Service Credit”):
   

   Uptime Percentage	Service Credit Against Monthly Subscription Fees
   Greater than or equal to 99% and less than 99.9%	0.5% of Subscription Fees
   Greater than or equal to 95% and less than 99%	2.5% of Subscription Fees
   Less than 95%	5% of Subscription Fees

2. If Customer is eligible to receive a Service Credit in accordance with Section 3(a), Customer must submit a claim to Laivly. To be eligible, the Service Credit claim must be received by Laivly within 30 days from the time the Customer believes it is eligible to receive a Service Credit and must include: (i) the words “SLA Credit Request” in the subject line; (ii) the applicable calendar month and specific dates and times of the Downtime that contributed to the Service Level Failure in respect of which the claim is made; and (iii) any other information which is reasonably relevant, in the circumstances.
3. If a Service Credit claim is made in accordance with this Section 3 and Laivly has confirmed in writing that a Service Level Failure has occurred, Laivly will apply the Service Credit against the next invoice for Subscription Fees due under the Agreement. If the term of the Order Form for Laivly SaaS Services expires or the Agreement is otherwise terminated, such that there are no Subscription Fees identified in an Order Form against which a Service Credit can be applied, the Service Credit will be forfeited by Customer. A Service Credit will be applicable and issued only if the credit amount is greater than one dollar ($1.00).
4. Except as expressly set out herein, a Service Credit will not entitle Customer to any refund or other payment from Laivly. Any Service Credits provided pursuant to this SLA will constitute Laivly’s sole liability and Customer’s sole and exclusive remedy for any Service Level Failure.
5. If Laivly performs any Updates to the Laivly On-Premise Software or Modifications to the Laivly SaaS Services and if such Update or Modification requires Laivly to reconfigure a component of the Laivly Platform, then the minutes that the Laivly Platform is not Available as a result of such reconfigurations will be deemed to be Excluded Minutes.

4. SUPPORT ESCALATION PROCESS

1. Following the Go Live Date (as set out in the Order Form), Customer may request support for technical incidents (each, an “Incident”) by reporting such incidents to Laivly either: (i) via the online support portal provided by Laivly; or (ii) via email at help@laivly.com. Laivly will use commercially reasonable efforts to acknowledge and respond to Incidents in accordance with the target response time set out in the table below (“Response Time”) based on the severity level of the reported Incident (“Severity Level”), as determined by Laivly in its sole discretion, in accordance with the description of the Incident set out in the table below:
   

   Severity Level	Description of Incident	Response Time
   Severity 1	Laivly Platform not available (all users and functions unavailable).	Within one (1) hour of Laivly receiving notification of the Incident.
   Severity 2	Significant degradation of Laivly Platform (large number of users or business critical functions affected, business process can continue).	Within four (4) Regular Business Hours of Laivly receiving notification of the Incident.
   Severity 3	Limited degradation of Laivly Platform (limited number of users or functions affected, business process can continue).	Within eight (8) Regular Business Hours of Laivly receiving notification of the Incident.

2. For the avoidance of doubt, Laivly’s failure to comply with an applicable Response Time does not constitute breach of the Agreement and such noncompliance will not entitle a Customer to any Service Credit, refund, discount or reimbursement of any kind.

5. DEFINITIONS

Capitalized terms used herein will have the meaning set out below. All capitalized terms not set out below or otherwise defined herein will have the meaning given to them elsewhere in the Agreement.

1. “Available” means when Laivly or Laivly’s third-party monitoring services indicate that the Laivly Platform is operational enough to, as applicable, receive, process, and respond to Requests.
2. “Downtime” means the minutes during the calendar month when the Laivly Platform is not Available to the Customer, except any Excluded Minutes and Maintenance Minutes.
3. “Excluded Minutes” means the minutes that the Laivly Platform is not Available due to one or more of the following:

   1. acts or omissions of Customer, its agents, employees, or contractors, including any modifications made to the Laivly Platform or any breach of the terms of the Agreement;
   2. Customer’s failure to adhere to Laivly’s recommendations, including hardware or software configuration necessary to meet minimum system requirements for the Laivly Platform;
   3. acts or omissions of Laivly when complying with the request or acting under the direction of Customer where Laivly either had no actual knowledge that the Customer request or direction would cause the Laivly Platform to not be Available, or where Laivly advised Customer that the Customer request or direction would cause the Laivly Platform to not be Available and Customer did not withdraw the request or direction within 48 hours of making such request or direction;
   4. spikes in demand for system resources driven by Customer for which Customer and Laivly did not previously agree in writing to a process to allow Laivly to make accommodation for such increase in demand, unless otherwise agreed to in the Order Form;
   5. emergency maintenance to the Laivly Platform required on a rush basis related to security or privacy;
   6. software, hardware, or third-party services not provided or controlled by Laivly (including Customer’s interfaces, hardware, software or systems), or events beyond Laivly’s reasonable control, including but not limited to force majeure events, any law, regulation or order issued by the government, or any agency or department, which, in the reasonable opinion of Laivly, effectively prohibits or restricts Laivly from offering the Laivly Platform, or imposes significant additional costs on Laivly to provide the Laivly Platform in the territory; or
   7. Customer’s failure to accept any Updates provided by Laivly.

4. “Incident” has the meaning set out in Section 4(a).
5. “Maintenance Minutes” means the number of minutes elapsed during maintenance to the Laivly Platform that is performed by Laivly and results in the Laivly Platform not being Available where: (i) Laivly has provided Customer with at least one (1) business day advance notice; or (ii) such maintenance is Routine Maintenance.
6. “Regular Business Hours” means Monday to Friday between the hours of 9:00 AM ET to 5:00 PM ET, excluding statutory or civic holidays observed in Toronto, Ontario.
7. “Requests” means a call to a component of the Laivly Platform.
8. “Response Time” has the meaning set out in Section 4(a).
9. “Routine Maintenance” has the meaning set out in Section 1(a).
10. “Service Credit” has the meaning set out in Section 3(a).
11. “Service Level Failure” has the meaning set out in Section 3(a).
12. “Service Level Requirement” has the meaning set out in Section 2.
13. “Severity Level” has the meaning set out in Section 4(a).
14. “Uptime Percentage” means the number of minutes where the Laivly Platform is Available during a calendar month minus the Downtime, divided by the total number of minutes in the calendar month.