Agmt19 CherryRoad Technologies, Inc.

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4. Connection. Customer shall be responsible for acquiring and maintaining the third party software licenses, equipment and communications services necessary to connect to the CORE ASP Service and to download, print, and otherwise process data delivered by the CORE ASP Service, including but not limited to desktop computers, network servers and printers, applications software and operating system software, telecommunications connections, and Internet services which are described in the Documentation or otherwise provided in the Agreement or in an attached schedule. 5. Service Level Agreement a. Service Level Commitment. CORE will use its best efforts to ensure 99.5% Availability per month (as defined below) of the ASP Hosting Service and, for purposes of this SIA, the CORE ASP Service. Afailure by CORE to meet this commitment will entitle Customerto claim a Service Credit (as defined below). "Availability" means the ASP Hosting Service will be available at a minimum of 716.4 hours per month (based on a 30 -day month). b. Exceptions. CORE's service level commitment does not cover any unavailability attributable to (1) Customer's use of the CORE ASP Service otherwise than in accordance with the Documentation or with user guides from time to time made available to Customer; (2) any configuration or erroneous data entered into the CORE ASP Service by Customer; (3) any event beyond the reasonable control of CORE, including the malfunction or unavailability of any public Internet backbone or network or of any server or service not under the complete control of the CORE, or (4) Scheduled Maintenance pursuant to subsection (c) below. Scheduled Maintenance. "Scheduled Maintenance' shall mean any maintenance performed during a standard maintenance window as determined by CORE (a) of which Customeris notified at least 24 hours in advance or (b) the maintenance is performed without advance notice due to urgency of the maintenance in order to maintain the security and integrity of the system. Notice of Scheduled Maintenance will be provided to Customer's nominated point of contact by a method elected by CORE (telephone or email). CORE's standard Scheduled Maintenance window occurs on the first Tuesday of the month between the hours of 1AM and 4 AM Eastern Time. The CORE ASP Service shall not be deemed unavailable during Scheduled Maintenance. d. Service Credit Remedy. If the ASP Hosting Service did not attain 99.5% availability during any calendar month, CORE will credit Customer's accountthe pro -rated CORE ASP Hosting Fee for one day's service and for each additional one days service when .5% that the ASP Hosting Service is unavailable during any calendar month, provided that no day's credit shall exceed the pro -rated charges for one day's service. For avoidance of doubt, .5% unavailability equals 3.6 hours of allowable downtime per month. The pro -rated Hosting Fee for one day's service will be credited if CORE exceeds 3.6 hours of downtime. Credits cannot be applied to any charges other than the Hosting Fee. Eligibility for any credits is subject to the customer's account being current and with no outstanding balances due. THIS CREDIT SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY SERVICE OUTAGE. 6. Product Updates and Upgrades. CORE will incorporate periodic updates and upgrades into the COREASP Service. COREwill schedule the implementation of major upgrades in cooperation with Customer. Product updates and upgrades will be first implemented in Customer's test environment prior to being implemented in production. Detailed release notes will be provided to the Customer on any update or upgrade. Provision of Data. Customerwill be provided with a periodic backup of data in accordancewith the schedule and methods delineated in the Specifications and in accordance with the Agreement. Upon termination of the Agreement for any cause or reason (including Customer's breach), CORE will provide Customerwith a standard final backup of Customer's data in machine readable ASCII EXHIBIT H ATTACHMENT D CORE BT ASP MODULE TERMS ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 164 of 172 H -D - 3