SERVICE LEVEL AGREEMENT

Master Service Level Agreement

This document contains the Service Level Agreement for FieldGroove. Please read it carefully, as this is the official Agreement in force at the present time. The agreement listed below supersedes any other written document you may have prior to today’s date. Exhibits to this Agreement are also available highlighting additional terms. If you have questions or comments about this Agreement, please do not hesitate to contact us.

SLA Objective

THIS SERVICE LEVEL AGREEMENT (“Agreement” or “SLA”) shall apply to all Hosted Services provided by FieldGroove expressly as an addendum to the Terms Of Service (“TOS”) for each customer/client/consumer/domain/administrator/end user/user (“USER”). FieldGroove is committed to providing a highly available and secure network to support its USERs. Providing the USER with consistent access to Hosted Services is a high priority for FieldGroove and is the basis for its commitment in the form of an SLA. The SLA provides certain rights and remedies in the event the USER experiences service interruption as a result of failure of the FieldGroove infrastructure. The overall service availability metric is 99.95%, measured on a monthly basis.

Term Definitions

For the purpose of this Service Level Agreement, the terms in bold are defined as follows:

Available or Availability

The period when the USER, whose account is active and enabled, has reasonable access to the Hosted Service provided by FieldGroove, subject to the exclusions defined in Downtime Minutes below.

Total Monthly Minutes

The number of days in the month multiplied by 1,440 minutes per day.

Maintenance Time

The time period during which the Hosted Service may not be Available each month so that FieldGroove can perform routine maintenance to maximize performance, on an as needed basis.

Downtime Minutes

The total number of minutes that USER cannot access the Hosted Service. The calculation of Downtime Minutes excludes time that USER is unable to access the Hosted Service, due to any of the following:

(a) Maintenance time

(b) USER’s own Internet Service Provider

(c) Force Majeure event

(d) Any systemic Internet failures

(e) Enhanced services

(f)  Any failure in the USER’s own hardware, software or network connection

(g) USER’s bandwidth restrictions

(h) USER’s acts or omissions

(i) Anything outside of the direct control of FieldGroove

FieldGroove Network

The network inside of FieldGroove border routers.

Problem Response Time

The time period after FieldGroove’s confirmation of the service event, from receipt of the information required from USER for FieldGroove’s Support Team to begin resolution and open a trouble ticket in FieldGroove’s systems. Due to the wide diversity of problems that can occur, and the methods required to resolve them, problem response time IS NOT defined as the time between the receipt of a call and problem resolution. After receiving a report of fault, FieldGroove shall use a reasonable method to provide USER with a progress update.

Affected Seats

FieldGroove’s Hosted Services are provided in a multi-tenant architecture, where seats of a USER’s domain may be extended across numerous servers. USER may obtain remedy only for affected seats residing on the server experiencing Downtime Minutes exceeding the SLA.

Maintenance Notices

FieldGroove will communicate the date and time that FieldGroove intends to make the Hosted Services unavailable via the front page of the support web site a minimum of forty-eight (48) hours in advance, or longer if practical.  USER understands and agrees that there may be instances when FieldGroove needs to interrupt the Hosted Services, without notice, in order to protect the integrity of the Hosted Services, due to security issues, virus attacks, spam issues or other unforeseen circumstances. Below are the Maintenance Windows and their definitions:

Emergency Maintenance

These change controls happen immediately, with little prior notification; however, FieldGroove will post the information to the website soon after, or during, the change.

Preventative Maintenance

These change controls occur when FieldGroove detects an item in the environment that needs to be acted on, in order to avoid emergency change controls in the future. These change controls, if possible, will usually occur in low peak hours with peak being defined by FieldGroove’s network metrics.

Planned Maintenance

These are change control’s being done:

• To support on-going product and operational projects to ensure optimal performance.
• To deploy non-critical service packs or patches.
• For periodic redundancy testing.

When possible, planned maintenance will be posted five (5) days prior; however, certain

circumstances may preclude said notice, such as an external vendor issuing a change control to FieldGroove (e.g., a power company notification of power testing 48 hours ahead of time).

USER Responsibility

Minimum Requirements

The required configurations USER must have to access the Hosted Services include:

• Internet connection with adequate bandwidth
• Internet Browser (Chrome, Safari, Edge, Firefox) released or updated in the past 12 months

Control Panel (FieldGroove Settings)

The Settings Section is provided to all USERs enabled with Hosted Services at FieldGroove, therefore USER can manage its own account and services.  USER should use discretion when granting administrative privileges to the Settings Section. For liability purposes, the Support Team is not permitted to access or perform tasks via the USER Settings Section, as these are billable, and FieldGroove is unable to provide credits due to negligence in the Settings Section. FieldGroove is not responsible for downtime related to negligence in the Settings Section.  An example of negligence is service unavailability caused by deleting critical software settings, such as connections to integration providers or templates. Please note that, in the case of negligence, FieldGroove may or may not have the ability to restore data, as data restoration is reserved for disaster recovery purposes. If data is lost due to negligence, and it is determined that the data, or a fraction of the data can be restored, professional service fees may be applied, as stated in the FieldGroove Backup and Restoration Policy.

Service Levels

Term of the Service Level Agreement

This Service Level Agreement shall only become applicable to the Hosted Services upon the signing and effective date of a software license agreement.

Measurement

FieldGroove uses a proprietary system to measure whether the Hosted Services are Available, and USER agrees that this system will be the sole basis for resolution of any dispute that may arise between USER and FieldGroove, regarding this Service Level Agreement.  Availability is calculated based on the following formula:

A = (T – M – D) / (T – M) x 100%

A = Availability

T = Total Monthly Minutes

M = Maintenance Time

D = Downtime

Problem Response Time

FieldGroove’s failure to meet the Service Level Metric for Problem Response Time for a month shall result in a Service Level Credit, calculated per incident at a credit of 50% of the monthly invoice, up to a maximum Service Level Credit of $500, for the Hosted Service (not including setup, activation fees or other services provided by FieldGroove) per month. The response time per incident will vary upon the degrees defined below:

Contact Methods

USERs can contact technical support via online chat, email, or phone call.  Phone call support is provided from 8am - 8pm EST.

Remedy and Procedure

USER’s remedy, and the procedure for obtaining USER’s remedy, in the event that FieldGroove fails to meet the Service Level Metrics set forth above are as follows:

To qualify for remedy:

(a) There must be a support ticket documenting the event within 24 hours of the service interruption

(b) USER account must be in good standing, with all invoices paid and up to date

(c) USER must notify FieldGroove in writing within five (5) business days by opening a support ticket and providing the following details:

• Subject of email must be: “Claim Notice – Company Name” (USER’s company hosted with FieldGroove must be listed in place of ‘CompanyName’)
• List the date the Downtime Minutes occurred
• List USER(s) Display Name and e-mail address affected by Downtime Minutes
• List an estimate of the amount of actual Downtime Minutes
• Support Ticket number of the documented event

FieldGroove will confirm the information provided in the Claim Notice within five (5) business days of receipt of the Claim Notice. If FieldGroove cannot confirm the Downtime Minutes, then USER and FieldGroove agree to refer the matter to executives at each company for resolution. If FieldGroove confirms that FieldGroove is out of compliance with this Service Level Agreement, USER will receive the amount of Service Level Credits set forth above for the affected Service Level Metric and the affected Seats for the affected month. The SLA credit will be reflected in the FieldGroove invoice to USER in the month following FieldGroove’s confirmation of the Downtime Minutes. Please note that SLA credits can only be applied to accounts that are in good standing, with all invoices paid and up to date.  Accounts that have exceeded 30 days of overdue balances within a calendar year are excluded from Service Level Credits.

Last modified: June 8, 2019:  Version: 20190608a