Service Level Agreement

This Service Level Agreement applies across Bluesight’s software as a service offering.

1. Bluesight Uptime Commitment

Bluesight will use commercially reasonable efforts to make each Bluesight SaaS Service available and functional with an Uptime Percentage of at least 98% during the Term (however, this commitment will not apply during (a) any period of time prior to Purchaser’s acceptance of the Bluesight SaaS Service, but only if the Agreement sets forth a process for acceptance of the Bluesight SaaS Service or (b) any trial period that may be applicable).

2. Bluesight Support Response Time Commitment

Once an issue is logged with Bluesight through the Purchaser calling the support line, Bluesight will provide a remote response within four hours. If the issue requires on-site support, Bluesight will provide on-site coverage within two business days of escalation (“Support Response Time Commitment”). If the Purchaser contacts support through e-mail, Bluesight will provide a remote response within twenty-four hours.

Bluesight will provide phone support for twenty-four hours per day and seven days a week (24/7).

3. Service Level Credits

In the event that Bluesight does not meet the Uptime Percentage of 98% for any month, then the Purchaser will be eligible to receive the following credit days, which will be added to the end of the Term at no charge to Purchaser.

Monthly Uptime Percentage	Days Added to Bluesight SaaS Service at no charge
97.9% to 95%	3 days
94.9% to 93%	7 days
92.9% and lower	14 days

In the event that Bluesight fails to meet the Support Response Time Commitment on more than one occasion during a calendar month, then for each occasion following the first instance Bluesight will add an additional day to the Bluesight SaaS Service at no charge to Purchaser. To the maximum extent permitted by law, the credit days set forth in this section are Purchaser’s exclusive remedy, and Bluesight’s sole obligation, for a failure to meet either the Uptime Commitment or the Support Response Time Commitment.

4. Definitions

Any capitalized terms used but not defined in this Service Level Agreement shall have the meanings ascribed to them in the Agreement.

“Agreement” means the agreement or agreements between Purchaser and Bluesight and which specifically incorporates this Service Level Agreement.

“Downtime” shall mean the time between Purchaser notifying Bluesight that the Bluesight SaaS Service is inoperable for use and the time when the Bluesight SaaS Service is restored and available for use. Downtime does not include: (1) times when a service request is made by Purchaser but the Bluesight SaaS Service is still in use; (2) scheduled maintenance; or (3) any time during which the Bluesight SaaS Service experienced any performance or availability issues that are due to: factors beyond Bluesight’s reasonable control; that resulted from Purchaser’s or third party hardware or software; that resulted from inaction or errors of Purchaser or Purchaser’s employees, agents or contractors; or that were caused by Purchaser’s (or Purchaser’s employee’s, agent’s or contractor’s) use of the Bluesight SaaS Service after Bluesight advised Purchaser to modify its use of the Bluesight SaaS Service.

“Equipment” means the Equipment for any scanning or tagging of items in connection with use of a Bluesight SaaS Service, as and if defined in the Agreement.

“Bluesight SaaS Service” means the software as a service described in the Agreement and which is expressly made subject to this Service Level Agreement. For purposes of the Bluesight SaaS Services, all of the Bluesight SaaS Services set forth on a single Order Form shall be considered a single “Bluesight SaaS Service”.

“Purchaser” means the counterparty to the Agreement with Bluesight, to whom Bluesight is providing a software as a service described in the Agreement.

“Term” means the term for the Bluesight SaaS Service, as specified in the Agreement.

“Uptime Percentage” shall mean the amount of time in a given calendar month minus the amount of Downtime suffered during that month, divided by the total time in that calendar month.

5. Claim Process and Limitations

In order to receive the above Service Level credits, Purchaser must notify Bluesight in writing of the failure to meet the service level within thirty days of the end of the month in which the failure occurred. Bluesight will then review the claim and if it is valid, issue a response to Purchaser confirming the credit that will be added to the end of the term.

6. Equipment Support

In addition to the above support for Bluesight SaaS Service, Bluesight will provide the following support for the Equipment: in the event of an error or malfunction of the Equipment, Bluesight will repair or replace the Equipment within a reasonable period of time of Purchaser notifying Bluesight of the error or malfunction. There will be no additional charge to Purchaser for such repair or replacement of the Equipment, unless the error or malfunction was due to misuse or damage to the Equipment caused by Purchaser, in which case Bluesight reserves the right to make a reasonable charge for the costs of repairing or replacing the Equipment.

Software as a Service (SaaS) License

The following terms are terms of a legal agreement between you (“Purchaser”) and Kit Check, Inc. (“Vendor” or “Kit Check”). PLEASE CAREFULLY READ THESE TERMS AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. You agree that the terms of this license (“License Terms” or “License”) apply to Yourself, Your organization and its affiliates and any authorized personnel or authorized third parties acting on Your organization’s behalf.

Kit Check hosts and maintains the Kit Check software and all Purchaser Data uploaded to or entered into this service in accordance with this License and reserves the right to make changes to this License from time to time, and more generally, to its hosting and technical infrastructure, provided that such changes do not materially degrade the overall level of Service Commitment provided to Purchaser.

Any capitalized terms used but not defined herein shall have the meanings ascribed to them in the specific agreement between Kit Check and Purchaser (the “Purchase Agreement”).

1. Software Usage Rights and Restrictions.

For the Term, Kit Check grants to Purchaser a non-transferable, non-exclusive right to access and use the Kit Check software services and any related user manual(s) or technical requirements document(s) that may be provided in connection with the Kit Check software services (the “Documentation”) for which Purchaser is a current subscriber for Purchaser’s internal business purposes. Kit Check hosts and retains physical control over the Kit Check software service and it is only made available to Purchaser as a hosted service which Purchaser can use and access over the internet through a web-browser (e.g., Internet Explorer). Nothing in this License obligates Kit Check to deliver or make available any copies of computer programs or code from the Kit Check software service to Purchaser. Purchaser may not rent, lease, distribute, or resell the Kit Check software service, or use the Kit Check software service as the basis for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Kit Check Software Service. Purchaser shall not, and shall not permit any third party to: decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of any of the Kit Check software or services by any means whatsoever; modify or alter any of the software or services or Documentation in any manner whatsoever. Unauthorized use of any program or automated script that ‘crawls’ through a program, service or website and collects data from such program, service or website (a “Robot”) with or within the Kit Check software service for any purpose is a material breach of this License. Purchaser, including any employee or third party working on Purchaser’s behalf, may not, without Kit Check’s prior written consent, perform any technical security integrity review, penetration test, load test, denial-of-service simulation or vulnerability scan (“Ethical Hack”), or attempt to access the data of any other Kit Check customer.

2. Kit Check and Purchaser Rights upon Termination or Expiration.

Upon the expiration or termination of the Purchase Agreement: Purchaser may retrieve a copy of Purchaser Data hosted by Kit Check in a database-importable format such as excel or csv (the “Data Retrieval”); Purchaser must cease all use of the Kit Check software and services with the exception of Data Retrieval; and Kit Check may disable all other portions of the Kit Check software services for which Purchaser’s usage rights have been terminated or which have expired. Kit Check may also delete, in its sole discretion, any Purchaser Data in Kit Check’s possession that is not retrieved by Purchaser within thirty (30) days of expiration or termination of the Purchase Agreement.

3. Kit Check Obligations.

Kit Check will provide its standard support services in accordance with its Service Level Agreement. The Kit Check software service for which Purchaser is a current subscriber will include all updates made generally available to the customers of such service as such updates and upgrades are released. New products, however, will not be provided to Purchaser free of charge. Kit Check may charge additional fees for new products and Purchaser may choose whether or not to purchase subscriptions to new products at Purchaser’s sole discretion.

4. Kit Check Software Warranties.

Kit Check represents, warrants, and covenants as follows: Kit Check possesses all rights necessary to grant to Purchaser the rights set forth in this License; Kit Check incorporates commercially reasonable measures to screen for time-bombs, viruses, technically limiting devices, and/or technically limiting code (software enabling Kit Check’s remote access for purposes of conducting support services will not be considered disruptive code for purposes of this section); Kit Check will not use disabling mechanisms or lock-up measures during the Term that may cause Purchaser Data or software to become unusable and inaccessible; and the Kit Check software service will perform substantially in accordance with the Documentation and the Service Level Agreement. EXCEPT AS EXPRESSLY SET FORTH HEREIN, KIT CHECK DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE KIT CHECK SOFTWARE SERVICE. KIT CHECK DOES NOT WARRANT THAT OPERATION OF THE KIT CHECK SOFTWARE SERVICE IS ERROR-FREE OR THAT ITS OPERATION WILL BE UNINTERRUPTED.

5. Other Terms.

The use and license of the Kit Check software service is subject to all the other terms and conditions of the Purchase Agreement.