Caseware Cloud Service Level Agreement

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Version: 3.0

Last Updated: July 2023

This Caseware cloud service level agreement (the "SLA") describes the levels and availability of the Support Services Customer will receive from Caseware when using the Services pursuant to an applicable product and/or services agreement entered into by Customer and Caseware (the "MPSA").

1. Definitions

Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the MPSA.

In this SLA, the following terms shall have the following meanings:

1. "Business Day" means any weekday of the year (Monday through Friday) except for the following: New Year's Day (January 1st), and Christmas Day (December 25th).

2. "Caseware" means the Caseware entity set out in the MPSA, and for the purposes of this SLA, shall include Affiliates and third-party service providers who act on behalf of Caseware.

3. "Defect" means any error, problem, or malfunction of Services such that the Services do not conform to the Documentation.

4. "Distributor" means the authorized Caseware distributor or reseller for a specific region, as set out at https://www.caseware.com/distributors/.

5. "Documentation" means the operating instructions for the Services made available by Caseware, as may be updated from time to time.

6. "Downtime" means any period where Services is not available to Permitted Users, excluding Exempt Downtime.

7. "Exempt Downtime" means any period where Services is not available to Permitted Users for the following reasons: (i) scheduled maintenance necessary to implement required updates, upgrades or other modifications to the Services or the performance of routine, emergency or an ad hoc maintenance activity for which Caseware has provided Customer with reasonable advance notice; or (ii) is caused by failure of equipment or services not provided by Caseware, including but not limited to Customer or public infrastructure/facilities accessed by Customer to connect the Services.

8. "Fee" has the meaning set forth in the MPSA.

9. "MPSA" has the meaning set forth in the recitals above.

10. "Notification" has the meaning set forth in Section 4.

11. "Permitted User" has the meaning set forth in the MPSA.

12. "Response" means an acknowledgment by Caseware or a Distributor, as applicable, of a Notification and assignment of a support representative to investigate the related Defect.

13. "Service Level Credit" has the meaning set forth in Section 6.

14. "Services" has the meaning set forth in the MPSA.

15. "SLA" has the meaning set forth in the recitals above.

16. "Software" has the meaning set forth in the MPSA.

17. "Support Services" has the meaning set forth in Section 2.

18. "Term" has the meaning set forth in the MPSA.

2. Support Services

1. During the Term of Customer's applicable subscription of the Services, Caseware will provide Customer the following support services (collectively the "Support Services"):

   1. technical support via telephone, email, or web to answer queries concerning the use, operation or business functionality of Services;

   2. error analysis and correction;

   3. access to in-line releases, including minor and major new versions of the Services as they become commercially available; and

   4. online access to resources and information regarding the Services and its use.

2. Customer acknowledges and agrees that the Support Services will be provided by Caseware and/or service providers authorized by Caseware to support the Services. In the event Caseware utilizes a service provider to provide the Support Services, Caseware shall be solely responsible for the acts, omissions, performance, negligence, or fault of said third party.

3. Caseware warrants that Support Services will be performed in a professional manner using qualified and adequately trained personnel and will be provided in accordance with the standards of care and diligence normally practiced by software companies performing services of a similar nature.

4. The following shall relieve Caseware of its obligations under this SLA to the extent related to, affected by, prevented by any of the following:

   1. any event deemed a "force majeure" as set out in the MPSA;

   2. Customer's use or misuse of the Services in a manner inconsistent with the Documentation;

   3. Customer's breach of the MPSA, including non-payment; and/or

   4. maintenance, modifications, or other interference made to the Services approved, recommended or provided by Caseware.

3. Out-of-Scope Services

1. The following, among other things, are outside of the services provided under this SLA:

   1. errors arising from third-party hardware or software used in association with, and not approved, recommended, or provided by Caseware and/or

   2. diagnosing problems or deficiencies not caused by the Software.

2. Should a Customer request assistance or support which is not within the scope of the Support Services identified in this SLA, Caseware is under no obligation to perform such services, but may agree to perform such assistance or support upon prior mutual written agreement of the Parties and in accordance with Caseware's standard time and material rates.

3. Implementation of a new version or an update to the Services and/or software fixes will be implemented in the Services release cycle at Caseware's sole discretion as they become commercially available.

4. Notifications & Requests for Support

All notifications of a Defect in the Services and/or a request for Support Services under this SLA (each a "Notification") shall be reported to (i) Caseware via support@caseware.com or (ii) the Distributor from whom Caseware's Services were purchased through, contact information for each Distributor is located at https://www.caseware.com/distributors, as applicable.

Customer shall provide sufficient detail in the Notification to allow Caseware to assess the nature of the issue, including any applicable severity level and details of the circumstances of its occurrence. If Caseware confirms the existence of the Defect, Caseware will correct the error in accordance with this SLA, or with a future major release or upgrade of the Services, and/or advise Customer how to achieve substantially the same functionality with the Services as described in the Documentation through a procedure different from that set forth in the Documentation.

Notifications will be managed/escalated by Caseware, or if applicable a Distributor, as follows:

1. "First-Tier" Support Services will include Customer inquiries about the Services and/or application issues. First-Tier support will be made available by Caseware or a Distributor during the hours set out on https://www.caseware.com/support/. Meetings may be scheduled and agreed upon by the parties outside of this time frame to facilitate issue review, upgrades and patches.

2. "Second-Tier" Support Services may include a specific product issue and will be escalated accordingly by Caseware.

5. Service Levels

Caseware utilizes the following four (4) severity levels to categorize and facilitate resolution of reported Defects:

Defect	Impact	Time for Response*
Severity 1 Defect	Services are not available as follows: no users can log on to the web application, and/or no records can be submitted system wide.	Within one (1) hour of Notification for Defect on production environment
Severity 2 Defect	Services are available, but one or more functions are inoperable or unavailable to Customer, including: inability by Customers to access documents that they have created using the Services, inability to submit or revise data, and/or one (1) or more users are prevented from accessing Services.	Within one (1) Business Day of Notification for Defect on production environment
Severity 3 Defect	Defect in the Services that does not meet the criteria for Severity 1 or Severity 2 Defect, including: individual documents are not running, and/or individual documents are inaccurate due to system issues.	Within three (3) Business Days of Notification
Severity 4 Defect	A support inquiry, including: specific functionality questions. process questions. enhancement request and/or documentation enhancement or clarification request.	Within five (5) Business Days of Notification

*Time of Response refers to a confirmation of receipt of a Notification and may not necessarily include a resolution of the Defect.

6. Availability & Service Level Credits

1. Availability

   Caseware will make the Services available 99.9% of the time, as calculated in a calendar month on a 24 hour/7-day basis, excluding (a) an Exempt Downtime or (b) an availability issue caused by any one or more of the following activities:

   1. those set out in Section 2(d);

   2. those that are that are related to third party apps, including add-on features for the Services;

   3. those that result from Customer's or a third party's hardware, software or services;

   4. those that result from actions or inactions by Customer or Customer's employees, agents, contractors or vendors, or anyone gaining access to the Services by means of Customer's login credentials;

   5. those that result from intermittent periods of Downtime that are ten (10) minutes or less in duration; or

   6. those that result from Customer's use of beta, trial offers, early access programs and/or demos of the Services.

2. Service Level Credit

   If the Services are not available at any given time in any calendar month due to a Severity Level 1, Customer, shall, as its sole and exclusive remedy for such lack of availability, be entitled to a service credit as follows ("Service Level Credit"):

   Actual Availability Percentage	Service Level Credit
   >=99.9%	No Credit
   99 to 99.89%	3% of the monthly Fee for the applicable calendar month
   98 to 98.99%	6% of the monthly Fee for the applicable calendar month
   97 to 97.99%	10% of the monthly Fee for the applicable calendar month
   < 97%	20% of the monthly Fee for the applicable calendar month

   Service Level Credits will be provided to Customer only if Customer requests Service Level Credits for a Severity 1 issue from Caseware within 14 days of resolution of such an issue. If Customer fails to request Service Level Credits within this time frame, Caseware is not obligated to credit customer any Service Level Credits.

   Service Level Credits shall be applied to future invoices issued to Customer. Service Level Credits shall have no other value and shall not give rise to any right of redemption or refund for fees already paid by Customer unless otherwise set out in the MPSA.