Service Level Agreement

Exhibit A

Email Support

Continu shall provide email and online support through its Customer Support Center, which shall be available Monday through Friday, 7:00am to 9:00pm Eastern Standard Time, excluding public US holidays. The Customer Support Center email address is support@continu.com.

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Service Availability

Continu will use commercially reasonable efforts to maintain the availability of the Continu System to the Licensee and Users as follows:

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Continu will promptly notify Licensee of any Unplanned Outages, including a description of the outage and the expected or estimated time until normal operations will resume.

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Time Credit

If Continu does not meet this SLA, Licensee will be eligible to receive Time Credit in the following amounts:

• One-day Time Credit: One (1) day of Time Credit if the Continu System is unavailable in any calendar month less than 99.9% and greater than 97.0% of the time.
• One-week Time Credit: Seven (7) days of Time Credit if the Continu System is unavailable in any calendar month less than 97% and greater than 95.0% of the time.
• Two-week Time Credit: Fourteen (14) days of Time Credit if the Continu System is unavailable in any calendar month less than 95.0% of the time.

Exclusions

Continu shall have no liability for lack of availability due to: (1) outages caused by the failure of public network or communications components, (2) errors in the electronic files provided by the Licensee containing the Licensee Data, or (3) unauthorized use or misuse by Licensee or anyone using any of the Licensee passwords, provided that Continu has taken commercially reasonable steps to protect the Continu System from unauthorized access, intrusion, and disruption.

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Licensee Reporting

Licensee shall report any unscheduled system downtime and any error, bug, or defect in the Continu System to the Customer Support Center contact email immediately upon becoming aware or receiving notice of such system downtime, error, bug, or defect.

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Error Corrections and Updates

Definitions

• "Error" means a failure of the Software to conform to the documentation, resulting in the inability to use, or material restriction in the use of, the Software.
• "Maintenance Release" means a revision of the Software released by Continu to its Licensees generally, to correct Errors or maintain the operation of the Software.
• "Update" means a Software modification or addition that, when made or added, corrects the Error, or a procedure that eliminates the practical adverse effect of the Error.
• "Upgrade" means a revision released to add new functions or increase the capacity of the Software. Does not include new products or modules for which there may be a separate charge.

Error Severity Levels

Severity 1 Errors: Continu promptly initiates the following: (1) assigns specialists to correct the Error on an expedited basis; (2) provides ongoing communication on the status of an Update; and (3) begins to provide a temporary workaround or fix. A Severity One Error means the production system is severely impacted or completely shut down, or system operations or mission-critical Software is down.

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Severity 2 Errors: Continu assigns a specialist to begin an Update and provides additional escalated procedures as reasonably determined necessary. Continu exercises commercially reasonable efforts to provide a workaround or include a fix in the next Maintenance Release. A Severity Two Error means the production system is functioning with limited capabilities, is unstable with periodic interruptions, or mission-critical Software has experienced system interruptions.

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Severity 3 Errors: Continu may include an Update in the next Maintenance Release. A Severity Three Error means there are errors in fully operational production systems, a need to clarify procedures or information in documentation, or a request for a product enhancement.

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Priority Response Times

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Conditions for Providing Support

Continu's obligation to provide Support Services is conditioned upon: (a) Continu making reasonable efforts to solve the problem after consulting with Licensee; and (b) Licensee providing Continu with sufficient information and resources to correct the problem.

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Exclusions from Support Services

Continu is not obligated to provide Support Services when: (a) the problem is caused by Licensee's negligence, hardware malfunction, or other causes beyond Continu's reasonable control; (b) the problem is with third-party software not licensed through Continu; or (c) Licensee has not paid License Subscription Fees when due.

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Governing Law

This Service Level Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.