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INC. performance on a general basis (e.g., such as a regional outage), natural disasters, denial of service attacks, acts of terrorism, labor strikes, any other force majeure event, or any other event reasonably beyond MMI's control. 2.14 Availability Standards 2.14.1 Scheduled Downtime. MMI shall strive to avoid and minimize disruptions to the availability and functioning of the eSOPH System. The eSOPH System may be unavailable for scheduled backup and system maintenance ("Scheduled Downtime") during off-peak hours between the hours of 22:00 and 03:00 am PST (the "Maintenance Window"). On a limited and discretionary basis, MMI may adjust the Maintenance Window to occur between the hours of 19:00 and 03:00 am Pacific Time by providing Client with at least 24 hours' notice posted on the lag -in screen of the eSOPH System. MMI shall use its best commercially reasonable efforts to schedule all planned downtime during such Maintenance Window. If emergency maintenance must be performed on the eSOPH System which, in MMI's sole discretion, cannot wait until the normal Maintenance Window, MMI will promptly notify Client of such lack of Availability (in advance, if possible) and undertake reasonable commercial efforts to minimize the impact and duration of any such maintenance activity. Any such downtime for maintenance occurring outside the Maintenance Window shall not be deemed Scheduled Downtime for purposes of calculating the Availability percentage described in Section 2.14.3, below. 2.14.2 Uptime Guarantee; Remedies for Excessive Downtime. MMI shall provide Availability of the eSOPH System at least 99% of the time, excluding Scheduled Downtime and lack of Availability caused by the events described in Sections 2.13 and 2.14.3. In the event the Availability of the eSOPH System falls below 99% in any calendar month, MMI will issue to Client a service credit ("Service Credit") in the form of additional Entries equal to the percentage of Entries purchased by Client for the calendar month (Entries per current License Term divided by the total months in the respective License Term) set forth in the table below corresponding to the actual Availability of the Software. To receive Service Credits, Client must submit a written request to MMI within fifteen (15) days after the end of the calendar month in which the eSOPH System failed to achieve 99% Availability, or Client's right to receive Service Credits with respect to such unavailability will be waived by Client. The remedies stated in this Section are Client's sole and exclusive remedies and MMI' sole and exclusive obligations for service interruption or lack of Availability. 2.14.3 Availability is measured by the following formula: x-- (n - y) * 100 / n where: "x" is the Availability percentage; "n" is the total number of hours in the given calendar month minus Scheduled Downtime; and "y" is the total number of downtime hours exclusive of Scheduled Downtime and downtime caused by the events set forth in Section 2.13 (Exclusions) in the given calendar month. TABLE 2.14 DOWNTIME FEE CREDIT Availability Percentage of Monthly Software Fees Credited > 99.0% 0% 95.0%-<99% 3% 90.0% - < 95.0% 5% 80.0% - < 90.0% 10% 3. FEES AND PAYMENT 3.1 License, Setup and Support Fees. Client will pay to MMI the amounts for the applicable License Term or Renewal Term in accordance with this Section 3 (Fees and Payments) for the duration of the applicable License Term or Renewal Term. All payments made to MMI by Client will be in USD. 3.1.1 Client Set-up. Upon receipt of this fully executed Agreement and Client's purchase order, MMI will begin the set-up process of Client on the eSOPH System in accordance with the terms of the MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 8 OF 21 Version: June 1, 2019 — Santa Ana Specific (See Addendum)