SERVICE LEVEL AGREEMENT

This Service Level (“SLA”) and its attachments (if any) are, by this reference, subject to the terms of and made a part of the Curate Terms and Conditions (“Terms”) by and between Curate Inc, a Delaware Corporation (“Curate”) and the undersigned User (“User” or “You”), each a “Party” and together the “Parties”. Capitalized terms used but not defined in this SLA shall have the meanings given to them in the Terms. In consideration of the promises and covenants described below, and other good and valuable consideration, User agree as follows:

  1. Support Services.
    1. Curate Support Services. “Curate Response Services” means the support services provided by Curate for the Application. Curate will provide online support services to be accessed by User which User can make support requests during normal business hours (each such request, a “Service Request”). Normal business hours are 8:00 to 5:00 p.m. Central Standard Time Monday through Friday.
    1. Support Tiers. Curate Response Services are provided on three support tiers as shown below.

Support Tiers

Basic

Online only

Included with Account

Premium Support

Online, Telephone or Webinar

Paid Subscription

Technical Account Manager

Online, Telephone, Webinar or In Person

Paid Subscription

    1. Support Response Times. User will identify the priority level of each Service Request according to the descriptions below. When a Service Request is submitted, Curate will help determine the correct Service Level Request (Level 1 through 3) and work with the User based on such User’s Support Tier (listed above). The applicable User must be reasonably available to work with the Curate technical support team while the Service Request is being resolved.

Service Request Level

Response Time

Level 1: Critical

1 Hour

Level 2: Important

24 Hours

Level 3: Minor

48 Hours

      1. i.Level 1 Service Requests: Critical. A Level 1 Service Request involves interruption to, unavailability of, or material degradation of the performance of critical functionality of the Application that prevents any User from accessing or utilizing such functionality. Curate will respond to Level 1 Service Requests within one (1) hour of the later of (a) User notifying Curate with either a message on the authorized Curate online chat support or a voicemail, or (b) Curate becoming aware of the issue. Until a Level 1 Service Request has been resolved, Curate shall provide User with regular updates on what work has been done and what actions Curate plans to take to resolve the issue. Curate will use commercially reasonable efforts and work continuously to resolve the Level 1 issue as quickly as possible. For purposes of this subsection, a Level 1 Service Request includes:
          1. all or a material part of the Application is completely nonfunctional or inaccessible;
          1. User data integrity has been or is being compromised or is at material risk of imminently becoming compromised;
          1. denial-of-service attacks; or
        1. any interruption to the Application that does or could affect or impact the entire User community.
      1. ii.Level 2 Service Requests: Important. A Level 2 Service Request involves (i) degradation in the performance of any functionality provided by the Application, and (ii) the Application is functional, but the response time for critical functionality of the Application for any User globally is substantially degraded. Curate will respond to Level 2 Service Requests within twenty-four (24) hours of the later of (a) User notifying Curate with either a message on the authorized Curate online chat support or a voicemail and (b) Curate becoming aware of the issue. Until a Level 2 Service Request has been resolved, Curate will provide User with updates on what work has been done and what actions Curate plans to take to resolve the issue. Curate will work on Level 2 issues in normal business hours to resolve the Level 2 Service Request. For purposes of this subsection, a “degradation in performance” means the Application is functional, but the response time for any User globally is somewhat degraded.
      1. iii.Priority 3 Service Requests: Minor. A Level 3 Service Request involves minor issues with the Application that do not degrade the Application functionality. Level 3 issues do not materially affect normal operations of the Services. Curate will respond to Level 3 issues within forty-eight (48) hours of User leaving a message on the authorized Curate online communication or telephone support line and discuss with User a plan for resolving the issue. Curate will work on Level 3 issues in normal business hours and will complete such work according to the schedule provided to User for each such Level 3 Service Request.
    1. Response Procedure. Curate shall respond to each Service Request from User within the Response Time described above. Curate will generally respond via the same medium of communication by which the Service Request was reported. Curate shall resolve the Service Request by providing a remedy that may take the form of eliminating the defect, providing software updates, or demonstrating how to avoid the effects of the defect with reasonable commercial effort and without any material adverse effect on functionality or productivity. The remedy may also include error corrections, patches, bug fixes, workarounds (i.e. temporary solutions), replacement deliveries or any other type of software corrections or modifications. If a Service Request cannot be resolved within the timeframe as set forth above or within a commercially reasonable timeframe, the issue will be escalated by Curate. You acknowledge that despite Curate’s commercially reasonable efforts, not all problems may be solvable; provided, however, that the foregoing acknowledgement shall not affect Your rights or obligations under this SLA.

These Service Levels shall be measured using a monthly report, provided by Curate, that documents time and nature of calls (or preferred method of notice) to the User’s service team, time and date of initial response, and time of problem resolution. Resolution is defined as the case being closed by User in User’s reasonable discretion.

    1. Limits of Support. Any Curate Response Services provided under this SLA provided by phone or in personal shall not exceed two (2) hours per service request unless specifically agreed upon in advance by the Parties.
  1. Availability, Downtime and Response Time Definitions.
    1. Available” means the Application is up, running and responsive to ping requests and is providing User the basic functionality for the Application.
    1. Availability” shall be 99.9% Available and shall mean Scheduled Uptime minus Unplanned Downtime, divided by Scheduled Uptime multiplied by 100 (to determine a percentage). For purposes of determining whether Curate’s performance meets any Service Level, Curate’s performance will be measured based on a monthly average for the Application. The following is ‘Availability’ expressed as a mathematical formula:
        1. A = Availability
        1. UD = Unplanned Downtime
        1. SU = Scheduled Uptime
        1. ED = Excusable Downtime
      1. A = [(SU – (UD – ED)/SU] x 100.
    1. The following is an example, determined on a monthly basis, using the above formula:
        1. SU = 720
        1. UD = 9.5 hours
        1. ED = 3
      1. [(720 – (9.5 – 3)/720] x 100 = 99.09%.
    1. Scheduled Uptime” means the days of the week and hours per day that the Application is scheduled to be Available for use by User subject to Scheduled Downtime.
    1. Scheduled Downtime” means, of the Scheduled Uptime, the aggregate number of hours in any calendar month during which the Application is scheduled to be unavailable for use by User due to such things as preventive maintenance, system upgrades, etc.
    1. Unplanned Downtime” means, of the Scheduled Uptime, the aggregate number of hours in any calendar month during which the Application is unavailable.
    1. Excusable Downtime” means, of the Scheduled Uptime, the aggregate amount of time in any calendar month during which the Application is unavailable for use by User due to action or inaction by User, its vendors or agents, or due to a force majeure event, which is excusable under the Terms. Emergency system maintenance shall be considered Excusable Downtime.
    1. Response Time” means the amount of time required by Curate to respond to a Service Request as described herein.

It may be necessary to temporarily restrict access to User’s application(s) and/or database(s) without prior notice to protect the integrity of the application and database; such restricted access shall be considered Excusable Downtime for the purpose of calculating Service Levels.

  1. Service Fees. Curate’s fees associated with Curate’s Response Services are as follows (“Service Fees”):

Service Fees

Basic

Online Videos and Articles

Included with Account

Premium Support

Instructional Videos and Materials

$100 per hour

Technical Account Manager

Instructional Webinars, Conference Calls and In Person Training

Hourly or Project based as determined by Curate

Curate will automatically charge User’s credit card on file each month for the Service Fees, if applicable, during the Term.

  1. Training.
    1. Training Services. In addition to the Curate Response Services, Curate offers training services to onboard Users to the Application. “Training Services” means Curates services related to instructing Users on how to utilize and operate the Application. Curate provides Users access to online videos and articles included within the cost of the Application.
    1. Training Tiers. Training Services are provided on three support tiers as shown in the chart below.

Training Tiers

Basic

Online Videos and Articles

Included with Account

Premium Support

Instructional Videos and Materials

Paid Subscription

Technical Account Manager

Instructional Webinars, Conference Calls and In Person Training

Paid Subscription

    1. Training Procedure. For Premium Support or Technical Account Managers, Curate and User shall coordinate a mutually agreeable time for the Training Services.
  1. Amendment. Curate reserves the right to modify or amend this SLA on a continual basis without notice for each update. User’s continued use of the application following the posting of changes to the SLA will mean you accept those changes.