**QUILTT, INC.**

# **SERVICE LEVEL AGREEMENT**

## Definitions

- **Definitions.** Certain capitalized terms, not otherwise defined in this Service Level Agreement (this “SLA”), will have the meanings set forth in the Quiltt order form or agreement (the “Agreement”) to which this SLA is attached or by which this SLA is incorporated by reference. The following capitalized terms will have the definitions set forth below:

- “ **System Uptime**” will mean the total amount of time during any calendar month, measured in minutes, during which Customer has the ability to access the features and functions of the Quiltt Platform.

- “ **Scheduled Downtime**” will mean the total amount of time during any calendar month, measured in minutes, during which Customer is not able to access the Quiltt Platform due to planned system maintenance performed by Quiltt.

- “ **Unscheduled Downtime**” will mean the total amount of time during any calendar month, measured in minutes, during which Customer is not able to access the features and functions of the Quiltt Platform other than Scheduled Downtime.

- “ **Service Availability**” will mean, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the total time during such month, and thereafter dividing the difference so obtained by the total time during such month. Represented algebraically, Service Availability for any particular calendar month is determined as follows:

“ **Total Monthly Time**” is deemed to include all minutes in the relevant calendar month to the extent such minutes are included within the Term.

**2\. Service Availability.**

**2.1 Service Standard.** Quiltt will use commercially reasonable efforts to ensure that the Service Availability is at least 99.9% (the “ **Service Standard**”). All measurements of Service Availability will be calculated on a monthly basis for each calendar month during the term of the Agreement.

- **Scheduled Downtime.** Quiltt will provide at least forty-eight (48) hours prior notice to conduct system maintenance. In the event of unscheduled or emergency maintenance, Quiltt will, where reasonably feasible, provide Customer with as much advance notice as is reasonably practicable under the circumstances.

1. **Exceptions.** Notwithstanding the foregoing, Unscheduled Downtime occurring as a result of circumstances beyond Quiltt’s reasonable control including, without limitation, (i) Customer’s breach of any provision of the Agreement; (ii) non-compliance by Customer with any provision of this SLA; (iii) incompatibility of Customer’s equipment or software with the Quiltt Platform; (iv) poor or inadequate performance of Customer’s systems; (v) Customer’s equipment failures; (vi) acts or omissions of Customer or third parties; (vii) downtime of third party service provider services and platforms, including without limitation third party service provider services and platforms included in and provided as part of the Quiltt Services and the Quiltt Platform; and (viii) force majeure events, will not be considered toward any reduction in Service Availability measurements.

**3\. Remedies.**

- **Service Credits.** In the event that Unscheduled Downtime in any given calendar month exceeds the Service Standard for the Quiltt Platform, Quiltt will provide a service credit (“ **Service Credit**”) to Customer for the Quiltt User Data Profile Fees for such calendar month, calculated as follows:

**Service Availability**  
**Service Credit as a Percentage of the Quiltt User Data Profile Fees (Calculated on a Monthly Basis)**  
Less than 99.9% and equal or higher than 97.5%  
**10%**  
Less than 97.5% and equal or higher than 95.0%  
**25%**  
Less than 95.0%  
**50%**  
The Service Credit will be determined using the foregoing formula and will be applied to reduce a subsequent invoice sent by Quiltt for the Quiltt Services; provided that if there is an unapplied Service Credit following the termination or expiration of the Agreement, Quiltt will pay such Service Credit to Customer within thirty (30) days following termination or expiry of the Agreement.

- **Chronic Failure.** In the event that Quiltt fails to meet the Service Standard in any three (3) months during a twelve (12) month period, Customer may terminate the Agreement upon written notice to Quiltt. Such termination right must be exercised within thirty (30) days of the applicable month. In the event of such termination, Quiltt will refund to Customer any pre-paid amounts for the Quiltt Services attributable to the remainder of the then-current term of the Agreement.

1. **Sole Remedy.** The remedies set forth in this Section 3 are Customer’s sole remedies and Quiltt’s sole obligation with respect to Quiltt’s failure to meet the Service Standard.

**4\. Technical Support.** Customer may report technical issues related to the Quiltt Platform or Unscheduled Downtime by email at support@quiltt.com twenty-four (24) hours per day and seven (7) days per week. Quiltt will use commercially reasonable efforts to respond within one (1) business day to technical issues reported by Customer and to resolve all problems as promptly as possible. Quiltt will provide updates regarding problem resolution related to critical and medium problems at least once daily. Notwithstanding the foregoing, Quiltt will not be obligated to address technical issues or Unscheduled Downtime reported by Customer to the extent such issue or Unscheduled Downtime is caused by one of the exceptions set forth in Section 2.3 of this SLA.

**5\. Customer Requirements.**

**5.1 Minimum System.** The service standards set forth in this SLA assume that Customer, as applicable, meets the minimum system standards established by Quiltt.

**5.2 Additional Customer Obligations.** Customer is responsible for (i) maintenance and management of its computer network(s), servers, software, and any equipment or services related to maintenance and management of the foregoing; and (ii) correctly configuring Customer’s systems in accordance with the access protocols provided by Quiltt.

**5.3 Reporting of Unscheduled Downtime.** Customer must promptly notify Quiltt in the event Unscheduled Downtime occurs. Unscheduled Downtime will be deemed to begin when Quiltt receives accurate notification thereof from Customer, or when Quiltt first becomes aware of such Unscheduled Downtime, whichever first occurs. Notwithstanding the foregoing, Quiltt will acknowledge receipt of such notice from Customer in writing, and in the event that Quiltt does not acknowledge receipt within twenty-four (24) hours of Customer sending such notice, then Unscheduled Downtime will be deemed to continue from when Customer sent such notice.

**5.4 Non-Performance by Customer.** The obligations of Quiltt set forth in this SLA will be excused to the extent any failures to meet such obligations result in whole or in part from Customer’s failure to meet the foregoing requirements.

**6\. Suspension.** If the Customer endangers the security, integrity or availability of networks, the Quiltt Platform or the Quiltt Services, or if Quiltt has a reasonable reason to suspect so, then Quiltt may temporarily suspend Customer’s access to the Quiltt Services and the Quiltt Platform, and such suspension will not be considered in any Service Availability calculations hereunder.