Service Level Agreement

This Service Level Agreement (“SLA“) forms a part of and is subject to the conditions of the Terms of Use (“Terms of Use“) for UserFirst Software, Inc. dba LeanLaw, a Delaware corporation (“LeanLaw”) between LeanLaw and Customer, under which LeanLaw performs certain Services for Customer. It sets forth the Parties’ objectives and the performance levels LeanLaw must meet for all included Services. This SLA is effective beginning on the first Version Date identified above, and will remain in effect until the termination of the Terms of Use. In the event of any conflict between the Terms of Use and the SLAs, the SLAs will prevail. Capitalized terms used but not defined in this SLA shall have the meanings set out in the Terms of Use.

Any revisions to the service levels must be authorized by both Parties in accordance with the amendment and modification processes set forth in the Terms of Use.

1. Defined Terms. For purposes of this SLA, the following terms shall have the following meanings:

“Downtime” means any period greater than ten minutes, excluding Scheduled Downtime, during which the Subscriber is unable to access or use the Service because of a material failure of the Service to function as described in the Terms of Use.

“Measurement Period” means a calendar month.

“Scheduled Downtime” means the time period identified by LeanLaw in which it intends to perform any planned upgrades and/or maintenance on the Service or related systems.

“Scheduled Uptime” means the total number of minutes during a calendar month, exclusive of any Scheduled Downtime.

“Service Credit” means a percentage of Fees to be credited to Customer if LeanLaw fails to meet a Service Level, as set forth in this SLA.

“Service Level” means a performance standard that LeanLaw is required to meet in providing the Services, as set forth in this SLA.

“Service Level Deficiency” occurs when LeanLaw fails to meet the minimum Service Levels identified in this SLA.

“Uptime Percentage” means the Scheduled Uptime, minus the number of minutes of Downtime suffered in such calendar month, divided by the Scheduled Uptime in such calendar month. Uptime Percentage will be calculated by LeanLaw solely using records and tools available to LeanLaw.

2. Service Scope. This SLA covers the following Services:

Use of and access to the Website and the App.

3. Customer Obligations. Customer’s responsibilities and obligations in support of this SLA include the following:

   (a) Providing information and authorizations as required by LeanLaw to perform the Services.

   (b) Immediate notification by Customer to LeanLaw of Service interruptions when experienced, submitted to LeanLaw’s Single Point of Contact identified below.

   (c) Making a representative available to consult with the LeanLaw for resolving service-related incidents or requests.

   (d) Maintenance of high-speed, uninterrupted, broadband internet access that provides a strong signal to equipment being used to access Services.

   (e) Paying Fees as required by the Terms of Use. Customers who are past due on any payments owed to LeanLaw are not eligible to receive Service Credits.

4. LeanLaw Obligations. LeanLaw’s responsibilities and obligations in support of this SLA include:

   (a) Meeting applicable Uptime Percentages.

   (b) Making a representative available to resolve service-related incidents or requests.

5. Assumptions and Constraints. LeanLaw’s performance of the Services under this SLA is subject to the following assumptions, constraint, and dependencies:

(a) Customer has immediately notified LeanLaw of Service interruptions when experienced.

(b) Information provided by Customer to LeanLaw as required for the Services will be accurate and timely.

(c) LeanLaw’s procedures and delivery of Services may be affected by changes in relevant Customer internal policies or in applicable laws or regulations.

(d) LeanLaw’s obligations do not extend to issues caused by:

(i) any modification of the Service made by any person other than LeanLaw;

(ii) any third party hardware or software used by Customer, Customer’s employee/agent, or anyone who gains access to the Services through a Customer-controlled access point;

(iii) the improper operation of the Service by Customer, Customer’s employee/agent, or anyone who gains access to the Services through a Customer-controlled access point;

(iv) the accidental or deliberate damage to, or intrusion or interference with the Service;

(v) the use of the Service other than in accordance with instructions from LeanLaw;

(vi) ongoing test or training instances of the Service provided to Customer; or

(vii) services, circumstances or events beyond the reasonable control of LeanLaw, including, without limitation, any force majeure events, the performance and/or availability of local ISPs employed by Customer, or any network beyond the demarcation or control of LeanLaw.

6. Service Levels and Service Credits.

(a) The following table sets forth the Services measured under this SLA, the applicable Service Levels, and the Service Credits to which Customer will be entitled if LeanLaw fails to meet the Service Levels during a Measurement Period. The total amount of Service Credits shall not exceed 25% of LeanLaw’s fees in any Measurement Period. In addition, if LeanLaw fails to meet any Service Level, LeanLaw may, in its sole discretion, require a meeting of the Parties to discuss the causes of such failure and propose methods for preventing future failures.

(b) All Service Credits shall be applied to the next invoice following LeanLaw’s confirmation to the Customer that a Service Level Deficiency has occurred.

(c) The Service Credits set forth in this SLA shall be considered Customer’s sole and exclusive remedy for LeanLaw’s failure to meet Service Levels. Customer shall not be entitled to any other rights or remedies set forth in the Terms of Use.

7. No Obligation to Monitor or Report. LeanLaw is under no obligation to monitor or report service performance under this SLA or any other related agreement.
8. Process for Requesting and Receiving Service Credits.

(a) It is Customer’s responsibility to submit a Service Credit Request (“Service Credit Request”) to the LeanLaw Single Point of Contact identified below within five (5) business days of the end of a Measurement Period in which Customer observes a Service Level Deficiency. The Service Credit Request shall clearly identify:

(i) The relevant Measurement Period.

(ii) Specific dates and times of observed Downtime during the Measurement Period.

(iii) Specific dates and times of outreach to LeanLaw’s Specific Point of Contact to remedy observed Downtime. Failure to report observed Downtime to LeanLaw promptly upon observing the same will invalidate any claim for Service Credit during the Measurement Period.

(iv) Customer’s Single Point of Contact with respect to resolution of the Service Credit Request.

(b) Upon receipt of a timely-submitted and complete Service Credit Request, LeanLaw shall review such request and determine whether, based on LeanLaw’s data, a Service Level Deficiency caused be LeanLaw did occur.

(i) Where LeanLaw can confirm such Service Level Deficiency, LeanLaw shall send confirmation to the Customer that a Service Level Deficiency has occurred and shall apply the relevant Service Credits to the next Customer invoice or billing cycle following LeanLaw’s confirmation.

(ii) Where LeanLaw disputes that a Service Level Deficiency has occurred during the Measurement Period and provide data to Customer that contradicts the claim made in the Service Level Request. The Parties shall seek to resolve all such disputes amicably. In the event a dispute cannot be resolved amicably, disputes between the Parties arising out of this SLA are subject to the Terms of Use.

9. Other Terms and Conditions.

(a) Single Point of Contact. LeanLaw and Customer shall each designate a person (a “Single Point of Contact”) who shall be available to receive communications and coordinate responses to questions or failures with respect to the Service Levels. Notwithstanding the foregoing sentence, in the event of any emergency relating to any Service, a Party shall attempt to contact the appointed Single Point of Contact of the other Party, but may also directly contact any person most able to resolve the emergency quickly. The Single Points of Contact for each Party shall be:

For LeanLaw: Fred Willerup, CTO. Email: [email protected]

For Customer: The person designated as the Customer’s Contact in the Service Credit Request.