Rollbase Service Level Agreement

Effective Date: July 25, 2013

This Rollbase Service Level Agreement ("SLA") is a policy governing the use of the Rollbase Platform under the terms of the Progress® Rollbase® Hosted Cloud Service Agreement (the "Rollbase Agreement") between Progress Software Corporation “we or “us”) and users of Rollbase ("you" or “your”). This SLA applies separately to each account using Rollbase. Unless otherwise provided herein, this SLA is subject to the terms of the Rollbase Agreement and capitalized terms will have the meaning specified in the Rollbase Agreement. We reserve the right to change the terms of this SLA in accordance with the Rollbase Agreement.

Service Commitment

We will use commercially reasonable efforts to make the Rollbase Platform available with a Monthly Uptime Percentage (defined below) of at least 99.9% during the month (the "Service Commitment"). In the event we do not meet the Service Commitment, you will be eligible to receive a Service Credit as described below. Service Disruptions (defined below) associated with any Rollbase Platform access provided to you on an evaluation, beta or other no-charge basis will not be counted for purposes of determining the Monthly Uptime Percentage or otherwise determining your eligibility for a Service Credit.

Definitions

• "Service Disruption" is the inability of the Rollbase Platform to accept incoming authentication requests and successfully log you in.
• "Monthly Uptime Percentage" is calculated by subtracting from 100% the percentage of minutes during the monthly billing cycle in which the Rollbase Platform was in the state of “Service Disruption”. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Rollbase Exclusion (defined below).
• A "Service Credit" is a dollar credit, calculated as set forth below, that we may credit back to an eligible account.

Service Credits

Service Credits are calculated as a percentage of the total charges paid by you for the Rollbase Platform for the monthly billing cycle in which the Service Disruption occurred in accordance with the schedule below.
 

If the billing cycle applicable to your use of the Rollbase Platform is based on a time period other than a monthly billing cycle (e.g., an annual or quarterly billing cycle), then, for purposes of this SLA and the calculation of any Service Credits for which you are eligible in accordance with the terms hereof, your billing cycle will be pro-rated to a monthly billing cycle and all references to “monthly billing cycle” will be deemed to mean the pro-rata period of your billing cycle equivalent to a monthly billing cycle. For illustration purposes only, if your use of the Rollbase Platform is based on an annual billing cycle for the period from 18 July 2013 through 17 July 2014, then the monthly billing cycle will be deemed to commence on the 18^th of each month during the above-mentioned annual period and end on the 17^th of each such month, and the total charge for each monthly billing cycle will be the annual charge divided by twelve (12).

Rollbase SLA

We will apply any Service Credits only against future Rollbase payments otherwise due from you. Service Credits shall not entitle you to any refund or other payment from us. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Rollbase Agreement, your sole and exclusive remedy for any unavailability or non-performance of the Rollbase Platform or other failure by us to provide the Rollbase Platform is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

Credit Request and Payment Procedures

To receive a Service Credit, you must submit a request by sending an e-mail message to support@rollbase.com. To be eligible, the credit request must (i) include your account name in the subject of the e-mail message (the account name can be found at the top right of the page when you are logged in to the Rollbase Platform); (ii) include, in the body of the e-mail, the dates and times of each incident of Service Disruption that you claim to have experienced; and (iii) be received by us within ten (10) business days after the end of the monthly billing cycle in which the Service Disruption occurred. If the Monthly Uptime Percentage applicable to the month of such request is confirmed by us and is less than 99.9%, then we will issue the Service Credit to you within one monthly billing cycle following the month in which the error occurred. Your failure to provide the request and other information as required above may disqualify you from receiving a Service Credit.

Rollbase SLA Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of the Rollbase Platform, or any other Rollbase Platform performance issues that result from or caused by: (i) our performance of regularly scheduled or emergency maintenance of the Rollbase Platform as communicated by us to you by means of a posting to https://www.rollbase.com/router/login/login.jsp (ii) our suspension or termination of your right to use the Rollbase Platform in accordance with the Rollbase Agreement (including, without limitation, any suspension pursuant to Section 13.1 of the Rollbase Agreement); (iii) your breach of the Rollbase Agreement, (iv) factors outside of our reasonable control, including without limitation, acts of God, strikes or other labor disturbances, war, whether declared or not, terrorism (including cyber terrorism), sabotage, and/or any other force majeure event; (iv) any actions or inactions of you or any third party; (v) failures or delays involving hardware, software, technology or power systems not within our possession or control, including, without limitation, your hardware, software or technology; or (vi) failures or processing delays of services which are not provided or controlled by us, including but not limited to services provided by telecommunications, internet or cloud infrastructure service provider(s) (whether or not in a contractual relationship with us) (collectively, the "Rollbase SLA Exclusions"). If availability is impacted by factors other than those used in our calculation of the Monthly Uptime Percentage, we may issue a Service Credit considering such factors in our sole discretion.