25F - AGMT FOR PD BACKGROUND SOFTWARE

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MILLER 3.1 Scheduled Downtime. MMI shall strive to avoid andminimize disruptions to the availability and functioning of the eSOPH System. The eSOPH System may be unavailable for scheduled backup and system maintenance ("Scheduled Downtime") daring off-peak hours between the hours of 22:00 and 03:00 am PST (the "Maintenance Window"), 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. MMT 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 3.2 below. 3.2 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 Section 4 below. 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 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. The remedies stated in this section are Client's sola and exclusive remedies and MMI' sole and exclusive obligations for service interruption or lack of Availability. Availability is measured by the following formula: x= (n - y) * 100 / It "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, excluding Scheduled Downtime and downtime caused by the events set forth in Section 4 (Exclusions) below in the given calendar month. Availability Percentage of Monthly Software Fees Credited > 99.D% 0% 95.0%-<99.5% 3% 90.0%-<95.0% 5% 80.0%-<90.0% 10% < 80.0% 15% 4. Exclusions. MMI shall not be responsible for resolving and expressly disclaims liability and responsibility for lack of Availability or Defects to the extent caused by any of the following: (a) Client's negligence, abuse, misapplication, misconfiguration, or misuse of eSOPH System, including use of the eSOPI"I System in violation of the Master Agreement or any written instructions provided by MMI to Client from time to time; (b) Use of cSOPH System with any hardware, operating system version or network environment that is not supported by MMI, or other problems resulting from defects in Choru's or a third party's software or hardware; or MASTER SOFTWARE LICENSE & SERVICES AGREEMENT Perslon: April 12, 2017 25F-21 PAGE 19 or 20