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MILLER MENDEL, INC. additional Entries equal to the percentage of Entries purchased by Client for the calendar month (Entries per current Subscription Term divided by the total months in the respective Subscription 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 Subscription, Setup and Support Fees. Client will pay to MMI the amounts for services in accordance with Section 3 (Fees and Payments). 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 Agreement. If Client requests the setup date and time be changed from what was originally stated by Client, Client is responsible for reimbursing MMI for all costs MMI incurs in making the travel arrangement adjustments, if travel was necessary. (a) Client is responsible for scheduling end user training with MMI within 45 calendar days from the date of admin setup and training. End user training must be completed within 60 calendar days from the date of admin setup and training. If Client fails to complete the end user training within the timeline stated, the admin setup and training will need to be redone. MMI will invoice client again for the admin setup and training. Client agrees to pay such invoice in accordance with the payment terms outlined in this Agreement. 3.1.2 Fees for Subscription and Support. Client is responsible to pay for all services listed on the Quote(s) that have been accepted through client's issuance of a purchase order. Client shall also be responsible for payment of all amounts due for data storage and used optional services. The cost of these services are listed on all Quotes and invoices, either in line or in the lower section of the Quote provided to Client. 3.1.3 Additional Training. After the initial training has been completed, additional training requested by Client will be billed to Client at a rate of $200.00 USD per hour. Additional onsite training will be billed at a minimum of 8 hours, plus travel and lodging expense accommodations which are reasonable under government agency standards and practices. Requests must be received by MMI in writing from an Administrative User listed on Exhibit A, or higher authority. MMI reserves the right to charge $200.00 USD per hour for all off- site/remote training, with a one -hour minimum. MASTER SOFTWARE SUBSCRIPTION SERVICES AGREEMENT (1°MSSSA") PAGE 8 OF 24 Version: May 30, 2023