The Best Answer, Inc.

Service Level Agreement

1. Definitions. Capitalized terms have the meanings given in the applicable Terms of Service. The following capitalized terms will have the definitions set forth below:

a) “Force Majeure” means any act, event, or occurrence beyond The Best Answer’s reasonable control, including, without limitation, issues arising from bugs or other problems in the software, firmware or hardware of The Best Answer’s suppliers, widespread internet outages or issues with upstream providers or network carriers, acts of God, fires, floods, storms, landslides, epidemics, lightning, earthquakes, drought, blight, famine, pandemic, quarantine, blockade, governmental acts or inaction, orders or injunctions, war, insurrection or civil strife, sabotage, explosions, labor strikes, work stoppages, and acts of terror.

b) “Normal Business Hours” means 9 a.m. to 5 p.m. Eastern Time Monday through Friday excluding holidays.

c) “Total Monthly Time” (TMT) means the total minutes in the relevant calendar month less Scheduled Downtime.

d) “Scheduled Downtime” means unavailability of the Service due to ordinary maintenance which is communicated to Customer at least forty-eight (48) hours prior to such unavailability. If such maintenance or unavailability exceeds two hours in any calendar week or six hours in any calendar month, the overage amount will be considered Unscheduled Downtime.

e) “Unscheduled Downtime” (UDT) means the total amount of time during any calendar month, measured in minutes, during which the Customer is not able to access the features and functions of the Service or unavailability other than resulting from (i) non-compliance by Customer with any provision of the Terms or this Service Level Agreement (“SLA”); (ii) incompatibility of Customer’s equipment or software with the Service; (iii) acts or omissions of Customer or Customer’s employees, agents, contractors, or vendors, or anyone gaining access to the Service by means of Customer’s passwords or equipment; (iv) network unavailability or Customer’s bandwidth limitations; (v) unavailability of a software integration due to circumstances beyond our reasonable control; (vi) Force Majeure; or

(vii) Scheduled Downtime.

f) “System Availability” means, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the Total Monthly Time, and thereafter dividing the difference so obtained by the Total Monthly Time. Represented algebraically, System Availability for any particular calendar month is determined as follows:

g) System Availability = (TMT - UDT)  TMT

2. System Performance

a) System Availability. The Best Answer will undertake commercially reasonable measures to ensure that System Availability equals or exceeds ninety-nine point five percent (99.5%) during each calendar month (the “Service Standard”).

b) Access to Support; Response Times. Customer may report Unscheduled Downtime at any time (“24x7x365”) by sending The Best Answer an e-mail to support@thebestanswer.com. During Normal Business Hours, The Best Answer will exercise commercially reasonable efforts to respond to reports of Unscheduled Downtime within 30 minutes of each such report.

c) System Monitoring and Measurement. The Best Answer monitors System Availability on an ongoing basis. All measurements of

System Availability will be calculated on a monthly basis for each calendar month during the Term based on the records of The Best Answer. The Best Answer’s records regarding System Availability will be final and each party agrees not to dispute such records.

3. Customer Requirements. Customer is responsible for maintenance and management of its computer network(s), servers, and independent software, and any equipment or services related to maintenance and management of the foregoing, including but not limited to continuous monitoring of Customer’s network and endpoints for malware, viruses, and intrusion.

4. Response Times

The Best Answer strives to respond to and resolve issues in accordance with the Priority Levels set out below in the time periods described below, provided that classification of any problem among Priority Levels shall be reasonably in accordance with the definitions specified below which shall be determined by The Best Answer in its sole discretion:

Priority Level	Description	Example of the impact
1	The Service is down and cannot be accessed	The user cannot access or use any of its own content
2	The Service is running but substantial errors occur	The user can read most content on the The Best Answer site, but trying to perform a “write” action fails with an error
3	Errors in the Service affect users’ ability to benefit fully from the Service	One module has a bug that interferes with the customer’s ability to fully utilize all of the module’s features, but the customer is still able to utilize most other features.
4	The Service display some minor errors	The user finds The Best Answer to have slow performance or finds a minor visual bug that does not keep the user from performing their task at hand

The following response and fix times shall apply to Customer within Normal Business hours:

Priority Level	Initial response	Fix or workaround
1	Within 4 hours	Within 12 hours
2	Within 8 hours	Within 2 business days
3	Within 1 business day	Within 3 business days

Within 2 business days

Within 5 business days, unless otherwise indicated in response

To receive emergency assistance for Priority Level 1 issues, Customer should send an email to The Best Answer’s Support Services at support@thebestanswer.com during normal business hours or email their dedicated Customer Success manager if outside business hours and indicate that Customer is having a Priority Level 1 issue. Upon receipt of such email, The Best Answer shall perform the following steps:

a) The Best Answer’s representative will assess the Priority Level of the issue based on the error description.

b) In case the issue is categorized as Priority Level 1 issue, The Best Answer will use commercially reasonable efforts to provide Customer with regular updates, unless otherwise indicated in response, until the reported issue is resolved.

c) If an issue does not rise to the level of a Priority Level 1 issue, the appropriate Priority Level will be assigned and the Customer will be informed of this change.

d) If resolution cannot be reached within the target timeframe, The Best Answer will send a new estimated fix time. Such an estimate will be sent in cases where the request requires extensive research or escalation, as well as in other cases where The Best Answer deems it necessary.

The initial response will consist of:

· A suggested resolution to the problem;

· A request for more detailed information or clarification, which will enable The Best Answer to determine the appropriate course of action; or

· Notification of the estimated time for providing the user with further information, resolution, or a workaround, as appropriate.