Our Software as a Service ("Product") is based on a multi-tenanted operating model that applies common, consistent management practices for all customers using the service. This common operating model allows Us to provide the high level of service reflected in our business agreements. This document communicates Our Production Support and Service Level Availability Policy ("SLA") with Our customers. Capitalized terms, unless otherwise defined herein, shall have the same meaning as in the Tekion Master Subscription Agreement ("Agreement").

1. Availability Commitment. We shall make the Products Available, as measured over the course of each calendar month, and calculated based on twenty-four (24) hours per day and seven (7) days per week, during the term of the Agreement (each such calendar month, a "Service Period") at least 99.9% of such Service Period, excluding the time the Products are not Available as a result of one or more Exceptions (the "Availability Requirement")."Available" means the Products are available and operable for access and use by You and Your Users over the Internet in material conformity with the User Documentation during Business Hours and shall be calculated as follows:
2. (Actual Uptime ÷ (Scheduled Uptime – Total Minutes in Service Period the Products are not Available Due to an Exception)) x 100 = Percentage Uptime.
3. All times will be measured only during Business Hours.
4. "Availability" has a correlative meaning. Products will be deemed Available unless they are: (a) reported by You as being entirely unavailable via a support request made to support@tekion.com; or (b) detected by Us as being entirely unavailable during Business Hours. A Product is Available even if it has only partial functionality or is only partially accessible to You.
5. For the purposes of this Agreement: (i) a "Critical Business Function" means a function listed in EXHIBIT I with respect to which a performance or Availability issue is qualified by Us as a P0 issue in accordance with EXHIBIT I; and (ii) "Business Hours" means 6 a.m. to 10 p.m. local time at the location of Your dealership.
6. Exceptions. No period of Product degradation or inoperability will be included in calculating Availability to the extent that such downtime or degradation is due to any of the following ("Exceptions"):
   1. Planned Maintenance - Planned Maintenance - Currently, Planned Maintenance is four (4) hours for weekly maintenance, four (4) hours for monthly maintenance, five (5) hours for quarterly maintenance. For avoidance of doubt, weekly, monthly and quarterly Planned Maintenance will be performed concurrently, so that the aggregate Planned Maintenance period during the days on which the weekly, monthly and quarterly Planned Maintenance coincide will not exceed five (5) hours. All times are subject to change upon thirty (30) days’ notice from Us and any such change shall not lengthen the duration of the associated maintenance window. Any such change shall not lengthen the duration of the associated maintenance window and shall be planned to cause the least disruption to Your business.
   2. Your or Your Users’ use of the Products in violation of or inconsistent with the applicable User Documentation, failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or use of a Product in a manner inconsistent with the features and functionalities of the Product (for example, attempts to perform operations that are not supported);
   3. Failures of Your or Your Users’ Internet connectivity;
   4. Internet or other network traffic problems other than problems arising in or from networks actually or required to be provided or controlled by Us or one or more of Our suppliers or subcontractors;
   5. Your or any of its Your Users’ failure to meet any minimum hardware or software requirements prescribed by Us; or
   6. a Force Majeure event as described in the Agreement.
7. Remedies for Service Availability Failures.
   1. Service Credits. If the actual Availability of the Products is less than the Availability Requirement for any Service Period, such failure(s) shall constitute one or more service errors ("Service Errors"). If there is a Service Error, We will provide You a credit ("Service Credit") equal to a percentage of the subscription fees paid by You to Us in the calendar month in which the Service Error occurred as follows. Except as provided in the Agreement or this SLA, Service Credits will be Your sole and exclusive remedy for any Availability issues and You may not unilaterally offset any payments due from You under the Agreement for any performance or availability issues.
   2. Service Credit Notice Requirements. To receive a Service Credit, You must notify Us no later than 30 days following the end of the month for which You are requesting a Service Credit by providing written notice to support@tekion.com ("Service Credit Request"). We will apply the Your Service Credits within 60 days after We receive the Service Credit Request and validate its accuracy. Any Service Credit may only be applied towards Your next subscription fee and cannot be deferred, transferred, redeemed for cash or applied to another entity.
8. Support Requests and Support Service Level Requirements. We shall, in good faith, classify degredations to the Products ("Support Incident") in accordance with the descriptions set forth in EXHIBIT I (each a "Support Request"). You may notify Us of Support Requests by e-mail, telephone or such other means as we may mutually agree. We shall Respond to and Resolve all Support Requests in accordance with the required times and other terms and conditions set forth in EXHIBIT I.
9. Response and Resolution Time Service Levels. Our Response and Resolution times will be measured from the time We receive a Support Request until the respective time We have (i) Responded to, in the case of Response time, or (ii) Resolved such Support Request, in the case of Resolution time. "Resolve" (including "Resolved", "Resolution" and correlative capitalized terms) means that, as to any Support Incident, We have provided You the corresponding Support Incident correction. We shall respond to and Resolve all Support Incidents within the following times set forth in EXHIBIT I based on the severity of the Support Incident.

EXHIBIT I

Support Service Level Requirements

Support Incident Classification: You shall reasonably self-diagnose each support issue and recommend to Us an appropriate Support Incident designation. We shall validate Your Support Incident designation or notify You of a proposed change in the Support Incident designation to a higher or lower level with justification for the proposal. In the event of a conflict regarding the appropriate Support Incident designation, each party shall promptly escalate such conflict to its management team for resolution through consultation between the parties' management, during which time the parties shall continue to handle the support issue in accordance with Our Support Incident designation. In the rare case a conflict requires a management discussion, both parties shall be available within one hour of the escalation.

P0

Definition: The Products are fully unavailable or so severely degraded that You cannot use the Products to execute Critical Business Functions.

For purposes of this Agreement, "Critical Business Functions" means the following only:

• Selling a car;
• Writing a repair order estimate;
• Selling a part;
• Providing vehicle service at the service lane;
• Actions related to month-end close;
• Scheduling an appointment.

Our Response Commitment: We will respond within thirty (30) minutes of receipt of case and shall remain accessible for troubleshooting from the time a P0 issue is logged until such time as it is Resolved.

Resolution: We will work to resolve the problem until the Product is returned to normal operation. You will be notified of status changes.

Escalation: If the problem has not been resolved within one (1) hour, We will escalate the problem to Our appropriate internal team. The escalated problem will have higher priority than ongoing support, development or operations initiatives.

Your Response Commitment: You shall remain accessible for troubleshooting from the time a P0 issue is logged until such time as it is resolved. If the issue is not resolvable solely due to Your availability, the downtime will cease to count towards "Availability".

P1

Definition: The Products contain an issue that prevents You from executing one or more Critical Business Functions (defined above) and a workaround exists but is not optimal.

Our Response Commitment: We will respond within one (1) hour of receipt of case and shall remain accessible for troubleshooting from the time a P1 issue is logged until such time as it is resolved.

Resolution: We will work to resolve the problem until the Product is returned to normal operation. You will be notified of status changes.

Escalation: If the problem has not been resolved within four (4) hours, You may request that We escalate the problem to Our appropriate internal team where the escalated problem will have higher priority than ongoing development or operations initiatives.

Your Response Commitment: You shall remain accessible for troubleshooting from the time a P1 issue is logged until such time as it is resolved.

P2

Definition: The Products contain an issue that may disrupt non-Critical Business Functions and a workaround is not available to the dealership.

Our Response Commitment: We will respond within four (4) hours of receipt of case.

Resolution: We will work to resolve the problem until the Product is returned to normal operation. You will be notified of status changes.

Escalation: If progress is not being made Your satisfaction, You may request that We escalate the problem to Our appropriate internal team.

Your Response Commitment: You will respond to Our requests for additional information and implement recommended solutions in a timely manner.

P3

Definition: The Products contain an issue that may disrupt non-Critical Business Functions and a workaround is available to the dealership but is not optimal.

Our Response Commitment: We will respond within twenty-four (24) hours of receipt of case.

Resolution: If resolution requires Us to do an issue fix, We will add the issue fix to Our development queue for future updates and suggest potential workarounds until the problem is resolved in a future update. You will be notified of status changes.

Escalation: If progress is not being made Your satisfaction, You may request that We escalate the problem to Our appropriate internal team.

Your Response Commitment: You will respond to Our requests for additional information and implement recommended solutions in a timely manner.

P4

Definition: Non-system issues such as named support contact change, configuration questions, new feature requests, existing feature modification requests or understanding of a functionality.

Our Response Commitment: We will respond within twenty-four (24) hours of receipt of the case.

Resolution Commitment: We will respond to the request. You will be notified of status changes.

Escalation: If progress is not being made Your satisfaction, You may request that We escalate the problem to Our appropriate internal team.

Your Response Commitment: You will respond to Our requests for additional information and implement recommended solutions in a timely manner.