MasterControl SAAS Service Level Terms

The following service level terms (these “Service Level Terms”) apply to Client’s access to and use of the Master Control Technology via the Service, as defined in the MasterControl SaaS Terms and Conditions (the “MasterControl SaaS Terms and Conditions”) and are incorporated therein by this reference. In the event of a conflict between these Service Level Terms and the MasterControl SaaS Terms and Conditions, these Service Level Terms will control, but solely as to the subject matter hereof. Any capitalized term(s) not defined in these Service Level Terms will have the meaning(s) set forth in the Master Control SaaS Terms and Conditions.

1. Deployment and Configuration. MasterControl will perform the tasks reasonably necessary to deploy, set-up, or otherwise configure the Service for Client. Client agrees to cooperate with MasterControl in the performance of the Service, and to provide MasterControl with all necessary files and other information and assistance required for MasterControl to provide the Service. The Service will be provisioned in a data facility employing industry standard security measures and administrative, physical, and technical safeguards.

2. Client’s Responsibilities.
   1. MasterControl’s obligations set forth in these Service Level Terms are subject to Client’s compliance with MasterControl’s technical requirements for Services, as well as with the MasterControl SaaS Terms and Conditions.
   2. Client is responsible for the system administration of the Service. This includes the management of access to Users and control of all application features and functions.
   3. Client will provide a contact list of who will be responsible for interacting with MasterControl support services on all requests, problems and change issues.
   4. Client is responsible for providing appropriate bandwidth and capacity of contiguous network components of the Service.
3. System Monitoring and Maintenance.

   MasterControl accepts responsibility for the (direct or indirect) monitoring and maintenance of the system configuration with regard to the Service. Clients who access the Service through the public Internet assume responsibility for managing the relationship with their selected Internet Service Provider (“ISP”), including service level commitments for issues found to be in the ISP’s network.

4. Minimum Configuration. Client accepts full responsibility for monitoring and maintenance of all system components contiguous to the Service. Provisioning, security, support, and maintenance of Client’s Local Area Network and all network equipment, network connections, printers, computing devices and all software and other hardware operating on this equipment are Client’s responsibility. MasterControl will provide current minimum configuration information upon Client’s written request.

5. Disaster Recovery and Restoration In the event of Service unavailability, MasterControl has procedures designed to promote recovery in an expeditious time frame, as follows:

   1. Disaster Recovery. In the event of a disaster that renders the primary data center inoperable, disaster recovery procedures will be followed. The Service shall have disaster recovery procedures with a Recovery Point Objective (RPO) of not more than four (4) hours and a Recovery Time Objective (RTO) of not more than eight (8) hours. MasterControl shall not have any responsibility for any interruptions to access or use of the applications that are caused by acts of God, natural disaster, war or widespread telecommunications disruption, or civil disorder within those recovery objectives. Client recognizes that such an event may result in partial or degraded service when restored. MasterControl will make a substantial and good faith effort, as is customary in the industry and pertaining to existing environmental and political conditions, to restore complete, non-degraded service as quickly as possible.
6. Service Performance.
   1. System Availability. The Service data center facility is a 7 day a week, 24 hours a day operation and, with the exception of Excusable Downtime (as defined below), MasterControl will endeavor to provide minimum system availability of 99.95%:
   2. Excusable Downtime. The following conditions are excluded from the Availability Standard referenced above (such conditions, “Excusable Downtime”).
      1. Scheduled Maintenance: Operating system and infrastructure maintenance is scheduled on a weekly basis, generally at times listed below. Feature and functionality updates will occur quarterly or annually, depending on Client’s selected upgrade path. MasterControl will take commercially reasonable measures to notify Client in advance of the timing and anticipated duration of quarterly updates.

         Maintenance Windows*
         Window No.	Date (MT)**	Time (MT)**	AWS Region
         1	Saturdays	9:00 – 12:00 MST from November–March 10:00 – 13:00 MDT from March–November (16:00 – 19:00 UTC)	Asia Pacific (Tokyo) Asia Pacific (Mumbai) Asia Pacific (Singapore) Asia Pacific (Sydney)
         2	Saturdays	18:00-22:00	Europe (Frankfurt)
         3	Saturdays	20:00-1:00	US West (Oregon) Canada (Central) US Hosted Datacenter APAC Spark (Oregon)
         3 (US Mx Only)	Saturdays	22:00-1:00	US West (Oregon)

         *Available maintenance windows are weekly for cloud customers. Typically, 2 per month are planned for use. Hosted customers typically have one maintenance window on the las Saturday of each month.

         **Time is local to the United States based in Utah and follows daylight saving time. This may impact the time maintenance occurs in other regions depending on observance of daylight saving time.

      2. Emergency Updates: MasterControl may need to make emergency updates to address security, privacy, legal, regulatory, or third–party hardware and software issues not reasonably foreseeable by MasterControl or within MasterControl’s control. In such cases, MasterControl will apply the update as soon as possible. Client agrees to cooperate with MasterControl in the deployment of all such emergency updates.
      3. Network Unavailability Beyond MasterControl’s Control:

         This refers to MasterControl’s inability to pass incoming and outgoing TCP/IP traffic due to network issues not caused by MasterControl. This may include systemic disruption of internet carrier telecommunications or equipment, other interruptions of service on the backbone or on the Client’s portion of the network, or interruptions or significant degradations of service caused by denial of service or similar attacks. Network Unavailability beyond MasterControl’s Control is considered Excusable Downtime for its entire duration and takes precedence over any other downtime cause with respect to calculating Service Availability.

         In cases where MasterControl, in its sole and absolute discretion, must apply Emergency Updates as described above, MasterControl may not be able to notify Client until after the update is made.

   3. Monitoring. MasterControl monitors network, server, database, and application components. Monitoring analysis is used for the purposes of identifying Service-related issues, Service maintenance, and Service improvement. Monitoring tools, techniques and procedures are routinely reviewed and, where appropriate, refined to improve the Service. MasterControl reserves the right to modify monitoring tools, techniques, procedures, vendors, and support services at its discretion and without Client’s approval, so long as the changes adhere to generally accepted practice in the industry and, when viewed as a whole, do not materially and adversely affect the Service and delivery provisions in the MasterControl SaaS Terms and Conditions.
   4. Hours of System Monitoring & Maintenance

      Description	Service Level
      Monitoring Scope	Continuous
      Availability Commitment	99.95%

   5. Support. MasterControl will provide Client with technical support via email worldwide at [email protected] Technical support is available via telephone at the times and numbers indicated on the MasterControl customer website (customer.mastercontrol.com). MasterControl will use commercially reasonable efforts designed to ensure that issues submitted to the MasterControl support team will receive a response according to the response objectives and methods described below:

      Severity Level	Severity Definition	Response Objectives (no greater than):	Notification to Client Site Contact
      Low, Level 3	Functionality unresponsive or malfunctioning, but workaround available. Medium Impact and Medium Urgency	12 business hours	Email
      Medium, Level 2	Critical business function unresponsive or malfunctioning High Impact or High Urgency	8 business hours	Email
      High, Level 1	System/site down High Impact and High Urgency	4 hours	Phone and/or Email

7. Measurement & Remedy. Service availability will be measured over a calendar month and is based on total outage time incurred by Client. If, for any reason other than force majeure (as described in the MasterControl SaaS Terms and Conditions) or excusable downtime as described in Section 6(b) of these Service Level Terms), the hosted Service is available on an average of less than 99.95% of the time over any rolling three (3) month period or the hosted Service is unavailable for 48 hours or more in any given month, then Customer may terminate the Agreement and any outstanding Quotation, and receive a refund for all prepaid fees applicable to the period remaining in the Service Terms post-termination.