25F - AGMT FOR PD BACKGROUND SOFTWARE

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INC. Exhibit B SERVICE LEVEL AGREEMENT This eSOPH Service Level Agreement ("SLA") is part of a Master Software License and Services Agreement (the "Master Agreement") by and between Miller Mendel, Inc. ("MMI") and the entity identified as a Client. therein ("Client"). 1. DEFINITIONS. Except for the terms defined below, all initially capitalized terms used in this SLA will have the meanings described within the body of this SLA. Capitalized terms used but not defined herein have the meanings given to them in the Master Agreement. As used herein, the following terms have the following meanings: "Available" or "Availability" means that the eSOPH System is: (a) available and accessible for use via the web -based interface provided by MMI, provided that Client has an operational Internet connection and all compatible hardware and software, including web browsers, required to access and use the eSOPH System; and (b) functioning in substantial compliance with the Master Agreement and the Documentation. "Defect" means a failure of eSOPH System to substantially conform to the functional specifications set forth in the Master Agreement or the Documentation. "Documentation" means any training materials, product descriptions, technical descriptions, flow charts, or other written or other tangible documentation provided or made available to Client by MMI that describes or depicts the functionality of the eSOPH System. "Service Credit" means a credit or refund issued pursuant to Section 3.2 of this SLA for failure to meet the Availability standards set forth in this SLA. "Software Fees" means fees paid for Entries, licensing fees for access to the oSOPH System, and any fees paid for maintenance and support allocable to a given calendar month. Such fees that are paid on an annual basis shall be pro -rated (e.g., fees paid for a I year License Term shall be divided by 12 to determine the monthly amount) Software Fees allocable to a given month. Software Fees excludes fees paid for professional services (e.g., training, customization, set-up, or installation) and fees paid for corrective work outside the scope of the Support Services described in Section 2 of this SLA. "Support Request" means a written request for resolution of a Defect submitted by Client to MMI. "Support Services" means the support and maintenance services described in Section 2 of this SLA. 2. SUPPORT SERVICES 2.1 Scope of Support Services. MMI shall provide the following services (the "Support Services") with respect to the eSOPH System: 2.1.1 MMI will use its commercially reasonable efforts to: (i) maintain the eSOPH System so that it operates without Defects; (ii) host and make the eSOPH System Available at all times excluding Scheduled Downtime; and (iii) cure or minimize the adverse impact of any Defect as soon as is reasonably practicable after such Defect is reported in accordance with this SLA. 2.1.2 Subject to Client's maintaining suitable environments and systems that are compatible, MMI shall provide, install, and implement, as they become available, any bug fixes of the eSOPH System that are provided by MMI free of additional charge to all licensees of the eSOPH System. MASTER SOFTWARE LICENSE & SERVICEs AGREEMENT PAGE 16 OF 20 Version: April 12, 2017 25F-18