This Service Level Agreement (“SLA”) is made a part of the Agreement and describes the service levels that have been established for maintaining the Software. Capitalized terms used but not defined in this SLA have the meanings set forth in the Agreement. This SLA is always under review and subject to future changes by HeadsUp, in its sole discretion. This SLA is considered Confidential Information pursuant to the Agreement.

1. Performance Goals.

1.1. Service Level. HeadsUp shall maintain availability of the Software at 99.5% (the “Performance Goal”). Failure to meet the Performance Goal shall not constitute a material breach of this Agreement and shall not provide Customer with the right to terminate this Agreement. The Performance Goal is exclusive of any regularly scheduled maintenance time on the Software. Regularly scheduled maintenance on the Software shall not exceed thirty-two (32) hours per month, and HeadsUp shall use commercially reasonable efforts to ensure that such regularly scheduled maintenance is not conducted Monday through Friday during the hours of 7:30 a.m. to 10:30 p.m. Eastern Standard or Daylight Time (“Normal Business Hours”). Except for emergency maintenance, HeadsUp will communicate the date and time that HeadsUp intends to make the Software unavailable via the support website at least forty-eight (48) hours in advance (or longer, if practical).

1.2. Service Availability Calculation. The Software’s availability shall be measured using HeadsUp monitoring systems. Customer agrees that these systems will be the sole basis for resolution of any dispute that may arise between Customer and HeadsUp regarding this Service Level Agreement. On a quarterly basis, the Software’s availability will be measured using the measurable hours in the quarter (total time minus planned downtime, including maintenance, upgrades, etc.) as the denominator. The numerator is the denominator value minus the time of any outages in the quarter (duration of all outages combined) to give the percentage of available uptime (2,187 actual hours available / 2,198 possible available hours = 99.5 availability). An “outage” is defined as two consecutive monitor failures within a five-minute period, lasting until the condition has cleared.

Availability is calculated based on the following formula: A = (T – M – D) / (T – M) x 100%

1.3. Technical Support and Performance-Related Problems. If Customer is unable to access the Software or if such access is limited or impaired because of unavailability or other problem with the Software (a “Performance- Related Problem”), Customer shall notify HeadsUp by:

a. Email: support@headsup.health; or

b. Web Portal: http://headsuphealth.com/customer-service.

HeadsUp will respond to problems with the Software experienced by Customer in accordance with this Section 1.3. All the calls/problems from the Customer must be logged by a single point of contact for problem resolution. HeadsUp will provide coverage parameters specific to the service(s) covered in this Agreement as follows:

• Telephone support: 7:30 am to 7:30 pm Monday – Friday; Eastern Standard Time.
• Email or Portal Support Entry: Monitored 24 hours a day Monday – Friday; however, no action can be guaranteed until the next business day. “Business Days” are defined as non-weekend and non-US or HeadsUp holiday days.

1.4. Response Guidelines. When submitting a support request, Customer must provide HeadsUp with all information necessary for HeadsUp to process the request and must respond promptly to HeadsUp with any information reasonably requested to clarify the service request. HeadsUp shall work with Customer to set expectations regarding the completion times for all service requests, provided that requests submitted during normal business hours with the required information shall be handled as set forth below. Each support request shall be assigned a priority by HeadsUp. Upon receipt of the support request, HeadsUp shall acknowledge the request and determine the appropriate priority level based on the classifications specified below. An “acknowledgement” is HeadsUp’s initial confirmation to Customer that HeadsUp has received Customer’s support request. The following table represents response and resolution times to achieve for support requests submitted as set forth herein. For purposes of clarification, a “resolution” is a workaround or action plan for addressing the problem; a “defect” is a failure of the Software to operate in accordance with its Documentation and/or agreed upon specifications.

1.5. The service levels set forth herein shall not apply to any services other than the Software, and shall not apply to performance issues (i) caused by factors outside of HeadsUp’s reasonable control (including internet disruptions not caused by HeadsUp or the Software, provided, however, that HeadsUp shall be responsible for choosing and maintaining sufficiently reliable internet services); (ii) that resulted from any prohibited or unauthorized acts by Customer or its Users; or (iii) that resulted from a malfunction of Customer’s or its Users’ computing equipment.

2. Disclaimers, Exclusions, and Limitations.

2.1. HeadsUp’s performance standards under this Exhibit specifically exclude the following:

a) Non-production or test web sites or systems;

b) Performance of public or private internet backbones or networks not directly managed by HeadsUp;

c) Overall Internet congestion, slowdown, or unavailability;

d) Outages caused by Customer’s internet service provider or bandwidth restrictions;

e) Outages or issues caused by Customer’s negligence, or by Customer’s misuse or improper configuration of the Software, or by Customer’s failure to follow documented procedures for the use of the Software;

f) Outages or issues resulting from Customer-managed equipment or outages occurring as a result of any actions taken by HeadsUp at the request or direction of Customer;

g) Outages initiated by HeadsUp at the request or direction of Customer for backup, maintenance or other purposes;

h) Outages caused by unavailability of generic Internet services (e.g. DNS servers) due to virus or hacker attacks;

i) Outages or performance problems due to events of force majeure; and

j) Outages or performance problems due to Customer’s breach of its material obligations under this Agreement.

2.2. HeadsUp is not responsible for acts or omissions of Customer or its representatives that result in failure of, or disruption to, the Software.

2.3. Customer agrees that neither Customer nor its representatives shall attempt in any way to circumvent or otherwise interfere with any security measures of HeadsUp relating to the Software. Any such attempts may, among other things, cause failure of, or disruption to, the Software. Customer shall not access or attempt to access HeadsUp’s internal network or the information of other Customers. Customer agrees to compensate HeadsUp at its then-current Professional Services rates, for all remedial services or losses resulting from any violations of this Exhibit.

2.4. HeadsUp does not control the flow of data to or from the network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Customer’s connections to the internet (or portions thereof). Although HeadsUp shall use commercially reasonable efforts to take the action it deems appropriate to remedy and avoid such events, HeadsUp cannot guarantee that such events shall not occur. Accordingly, HeadsUp on its behalf, and on behalf of any subcontractor it uses for hosting services, disclaims any and all liability resulting from or related to such events to the extent such events are not directly caused by HeadsUp, the hosting provider, or any of their agents or subcontractors.

2.5. The Software may contain hyperlinks to external Internet sites, which are not under the control of HeadsUp. HeadsUp assumes no responsibility for the content or accuracy of information contained within such internet sites and the appearance of such hyperlinks does not constitute endorsement or sponsorship of, nor affiliation with, the owners of such internet sites nor the information, products, services and trademarks contained therein.

2.6. System downtime which results from circumstances reasonably believed by HeadsUp to pose a significant threat to the normal operation of the Software, or access to or integrity of Customer data (e.g., hacker or virus attack) shall not count as system downtime or regularly scheduled maintenance. In the event of such an interruption or shutdown, HeadsUp shall attempt to return the Software to normal operation as soon as reasonably practicable.

2.7. In order to maintain reasonable production data storage requirements and to ensure proper performance of the Software, HeadsUp shall establish standard procedures for data archival and data purging of the Software. Customer shall be responsible for any and all retention of data, records or information required by law.