Hosted Service - Support Level Agreement

This document is incorporated by reference into the Subscription Agreement for Software as a Service entered into between Gray Quarter, Inc. ("Gray Quarter") and Customer.

Hosted Service monitoring occurs twenty-four (24) hours per day, seven (7) days per week, and three-hundred sixty-five (365) days per year. Gray Quarter will use its best efforts and commercially reasonable standards to meet a target availability service level of ninety-nine and one-half percent (99.50%) for Hosted Service (in production environment) of the term noted in the Subscription Agreement for Software as a Service.

In the event technical support is required by Customer regarding Hosted Service, Gray Quarter will provide support to Customer (“Technical Support”) for Hosted Service during Gray Quarter's normal business hours defined as Monday through Friday, 8:00 a.m. to 5:00 p.m. Pacific Standard Time. After hours support for critical issues that cannot wait to be requested and addressed until the next business day may be provided through the Gray Quarter After Hours Technical Support phone number (925) 236-0070, or via email at: help@grayquarter.com

Customer may make Technical Support requests by contacting Gray Quarter electronically or telephoning Gray Quarter’s Technical Support staff. Customer will provide the requestor’s name, Customer name (organization/entity), and a detailed description of the issue. The Technical Support staff shall assign to the request the Problem Severity Level as determined by Gray Quarter. Customer must provide Gray Quarter with the contact information for employees who will be available outside of Customer’s normal business hours, if any, should Technical Support be provided during that time. Gray Quarter will use its best efforts and commercially reasonable standards and protocol to respond to Customer’s support problems within twenty-four (24) hours from Customer's initial Technical Support request.

If, during the Technical Support request, Gray Quarter determines within its sole discretion that the Technical Support request warrants a higher or lower priority level response, the Technical Support request will be upgraded or downgraded to the priority level that most appropriately reflects the issues experienced by Customer with Hosted Service.

Gray Quarter may use commercially reasonable efforts to resolve each significant issue by providing a Workaround, a code patch or a specific action plan for how Gray Quarter will address the issue for the benefit of Customer. “Workaround” means a change in the procedures followed or that Customer supplies to avoid a problem in the environment of Hosted Service without substantially impairing Customer’s use of the Hosted Service. A Workaround may be either temporary or permanent in nature.

Service fees may apply to any requests outside of normal support services. These services will be provided on a time and material basis at Gray Quarter’s then-current hourly rate.

For new releases of the Hosted Service, Customer and Gray Quarter will work together to define upgrade requirements and protocols and timelines so that Customer realizes little downtime to Hosted service while the environment and customizations to the new version of Hosted Service are being implemented.

Notwithstanding anything to the contrary in this Policy or in the Subscription Agreement for Software as a Service or any Quote or SOW, in no event, with respect to the Hosted Service, shall any service unavailability or failure to meet any service availability objectives or parameters under this Policy be deemed to be or constitute a breach by Gray Quarter of this Policy, the Subscription Agreement for Software as a Service, or Quote or SOW. Customer’s right to terminate provided in the Subscription Agreement for Software as a Service shall be Customer’s sole and exclusive remedy at law or in equity on account of any failure to meet any service availability objectives or parameters set forth in this Policy.