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Page 1 of 3 v416 SMARTGOV® Service Level Agreement This Service Level Agreement (“SLA”) for SMARTGOV® Software as a Service (SaaS) describes the service that You will receive from Us and serves as a supplemental document to the Paladin Data Systems Corporation Master SaaS Subscription and Professional Services Agreement (“Agreement”) which the Parties have executed. 1.1. "Access Protocols" will mean industry standard internet access protocols through which We make SMARTGOV® accessible to You, which includes, unless otherwise specified, HTTPS. 1.2. "Annual Subscription Service Fee" will mean the annual SMARTGOV® SaaS Subscription fee. 1.3. "Application Service” will mean the SMARTGOV® software application being delivered as a hosted service by Us excluding any testing or training environment. 1.4. "Disaster" will mean a catastrophic event that is caused by acts beyond Our reasonable control and that result in significant or potentially significant downtime or disruption of the production environment and requires Us to invoke Our Disaster Recovery plan. We have the sole and exclusive right to declare a Disaster. 1.5. "Disaster Recovery" will mean Our process to restore System Availability in the event that We declare a Disaster as defined above in 1.4. 1.6. “Party or Parties” will mean either We, Us, or Our, as well as You or Your individually or collectively. 1.7. "Scheduled Downtime" will mean the total amount of time during any Service Year during which the Application Service core features and functions are unavailable for the majority of Your users according to the Access Protocols, due to planned System maintenance performed by Us, as set forth below. We will provide reasonable notice for all Scheduled Downtime. We will exercise reasonable efforts to perform scheduled System maintenance outside of standard business hours. Generally these scheduled System maintenance activities occur once a month. 1.8. “Service Standard” will mean the System Availability during each Service Year will equal or exceed ninety-nine percent (99%). 1.9. “Service Year” will mean the preceding 365 days from the date of an SLA claim. 1.10. “Start Date” will mean the date in which the Annual Subscription Service Fee commences. Start Date is also known as go-live date. 1.11. "System" will mean the Application Service. 1.12. "System Availability" will mean, with respect to any Service Year, the ratio obtained by subtracting Unscheduled Downtime during such Service Year from the total time during such Service Year (525,600 minutes) and thereafter dividing the difference so obtained by the total time dur ing such Service Year. If You have been using the Application Service for less than 365 days from the Start Date, Service Year is still the preceding 365 days but any days prior to Your use of the service will be deemed to have had 100% availability. Represented mathematically, System Availability for any particular Service Year is determined as follows: System Availability = (Total Service Year Time - Unscheduled Downtime) / Total Service Year Time. NOTE: "Total Service Year Time" is deemed to include all minutes in the relevant Service Year period as described above (525,600 minutes). 1.13. "Unscheduled Downtime" will mean the total amount of time in minutes during any Service Year during which the Application Service core features and functions are unavailable for Your access according to Access Protocols, other than Scheduled Downtime, as defined above. See section 4.1 for details on detection of Unscheduled Downtime. 1.14. “We, Us, or Our” will mean Paladin Data Systems Corporation. 1.15. “You or Your” will mean the company or other legal entity for which you are accepting this Agreement. 2.1. System Availability. We will undertake commercially reasonable measures to make sure System Availability meets the Service Standard, provided that any Unscheduled Downtime occurring as a result of circumstances beyond Our reasonable control including, but not limited to: (i) Your breach of any provision of this Agreement; (ii) non-compliance by You with any provision of this Agreement; (iii) incompatibility of Your equipment or software with the Application Service; (iv) poor or inadequate performance of Your Systems; (v) Your equipment failures; (vi) Your network and internet service provider; (vii) public internet; (viii) security exposure; or (ix) force majeure, will not be considered toward any reduction in System Availability measurements. In the event of a Disaster , System Availability service levels defined 1herein do not apply. 2.2. System Response Times. We will undertake commercially reasonable measures to make sure that observed System requests are processed within the System on average within 500ms, excluding circumstances beyond Our reasonable control including, but not limited to: (i) large or complicated reporting requests; (ii) poor or inadequate performance of Your Systems; (iii) Your equipment failures; (iv) Your network and internet service provider; or (v) public internet. Circumstances beyond Our control will not be considered toward any reduction in System requests.