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ChilliPharm Service Level Agreement

Revision date: 30th March 2020 (Version 1)

This Service Level Agreement (SLA) forms part of the Agreement between ChilliBean Limited, a company registered in England and Wales with company number 04775994, with a registered office at 14 Livonia Street, London, W1F 8AG, UK (ChilliBean) and the entity executing the Agreement (Client).

1. INTERPRETATION

Words and expressions defined in the Agreement shall have the same meaning in this SLA and the following words and expressions shall have the following respective meanings:

Downtime: the time during which the ChilliPharm Platform is unavailable in the production environment excluding unavailable time caused by (a) Force Majeure Events; (b) Client actions or inactions (unless undertaken at ChilliBean’s express direction) or the actions or inactions of third parties beyond ChilliBean’s control; (c) Client’s equipment or third-party computer hardware, software, or network infrastructure not within ChilliBean’s sole control; or (d) Scheduled Maintenance or Emergency Maintenance.

Emergency Maintenance: maintenance that ChilliBean, in ChilliBean’s sole reasonable discretion, deem necessary to be undertaken without the usual notification process, to ensure the continued availability or security of the ChilliPharm Platform.

Scheduled Maintenance: maintenance that is notified to Client and Authorised Users via email and/or the ChilliPharm Platform at least 48 hours prior to being carried out.

2. SERVICE LEVELS

2.1 ChilliBean will make the ChilliPharm Platform available and avoid downtime as described in this SLA. Client’s sole and exclusive remedy where availability fails to meet these criteria is as set out in this SLA.

2.2 ChilliBean will make the ChilliPharm Platform available in the production environment on a twenty-four hour, seven days a week (24x7) basis at a rate of 99% uptime (Service Uptime Metric), commencing on the date the Subscription Fee becomes payable.

2.3 The Service Uptime Metric will be calculated per calendar month using the total time minus planned downtime (Scheduled Maintenance and Emergency Maintenance) in that period (Measurable Hours) as the denominator, and Measurable Hours minus the total duration of any Downtime in that period as the numerator, rounded to one decimal place. For example, 718 uptime hours / 720 Measurable Hours = 99.7% availability.

2.4 ChilliPharm Platform availability will be measured using commercially available third-party monitoring software, which will demonstrate availability by means of a HTTP request from a minimum of three global locations with staged timing.

3. MAINTENANCE

3.0 Scheduled Maintenance will be carried out on Saturdays where possible, otherwise it may be carried out UK business hours. ChilliBean will use commercially reasonable efforts not to schedule maintenance work more than once per month. However, ChilliBean reserves the right to carry out Emergency Maintenance outside this period.

4. RIGHT TO TERMINATE

4.0 If the Service Uptime Metric falls below 99% for two consecutive calendar quarters during the Subscription Period, Client shall have the right to terminate this Agreement and receive any applicable Refund.