By Logix Inc.

Service Level Agreement

The following terms and conditions of this Service Level Agreement (as amended from time to time, this "SLA") apply only to Products and Services and govern (A) the use and availability of the By Logix Inc Products and Services to those persons that have purchased Products and Services directly from By Logix Inc. (each, a "Client"), and (B) the right, under certain circumstances specified below, of a Client to receive services credits in respect of the failure of By Logix Inc. server and/or the failure of By Logix Inc. to provide the Products and Services purchased by Client from By Logix Inc. in accordance with (i) the Terms of Service, (ii) By Logix Inc.'s Acceptable Use Policy ("AUP") and (iii) this SLA, each of which is incorporated herein by reference and made a part hereof (collectively, the "Agreement"). Capitalized terms used herein without being defined herein shall have the meaning ascribed to such capitalized term in the Terms of Service or AUP, as applicable. Client's use of By Logix Inc.'s website, and the Products and Services is also subject to Client's acceptance and compliance with this SLA, the Terms of Service, the AUP and the Order Form. BY LOGIX INC. HEREBY RESERVES THE RIGHT TO AMEND, ALTER, MODIFY, REPLACE OR SUSPEND, FROM TIME TO TIME IN ITS SOLE DISCRETION, ALL OR ANY PORTION OF ITS AUP OR PRIVACY POLICY. CURRENT COPIES OF BY LOGIX INC.'S TERMS OF SERVICE, AUP AND PRIVACY POLICY MAY BE REVIEWED OR PRINTED BY CLIENT AT THE LEGAL SECTION OF BY LOGIX INC.'S WEBSITE. CLIENT HEREBY REPRESENTS AND WARRANTS THAT IT HAS READ, UNDERSTOOD AND ACCEPTED THE TERMS OF THE SLA AND AUP. By signing the order form, Client hereby agrees to the following:

1. Definitions. When used in this SLA, the following capitalized terms shall have the definitions set forth below: a. 'AUP' means By Logix Inc.'s standard acceptable usage policy, as in effect and listed on By Logix Inc.'s website, as amended from time to time, and subject to all changes, modifications and replacements as By Logix Inc. may effect in accordance with the Terms of Service and AUP. b. 'Order Form' means By Logix Inc.'s standard service exhibit, service addendum or order form, specifying the products and services purchase by Client, as in effect at all times. c. 'Products and Services' means those products and services offered by By Logix Inc. to its general Client base, in each case as purchased by a Client and set forth on an Order Form. d. 'Privacy Policy' means By Logix Inc.'s standard privacy policy, as in effect and listed on By Logix Inc.'s website and subject to all changes, modifications and replacements as By Logix Inc. may effect in accordance with the Terms of Service and AUP. e. 'Scheduled Maintenance' means all maintenance services for which By Logix Inc. gives Client at least three (3) days prior notice of such maintenance services via By Logix Inc.'s administrative mailing list. f. 'Service Credit' means a credit, calculated in accordance with this SLA, issued by By Logix Inc. to the Client in respect of products and services contracted for, but not delivered by By Logix Inc. in accordance with the Agreement due to a Qualified Server Downtime Event. g. 'Terms of Service' means either (i) By Logix Inc.'s standard terms of service as in effect and listed on By Logix Inc.'s website as of the date of Client's purchase of Products and Services or (ii) solely to the extent to which By Logix Inc. and Client have separately negotiated written terms of service different from those referred to in clause (i), By Logix Inc.'s standard terms of service which incorporate such other written terms of service, duly executed and delivered by each party; in each case, as periodically amended.

2. 99% By Logix Inc. Availability Assurance: By Logix Inc. assures Client 99% uptime availability of By Logix Inc. software covered by this SLA. Subject to Section 3 below, in the event that By Logix Inc. fails to provide Client with the Products and Services purchased by Client in accordance with the Agreement and such failure results from the complete unavailability of By Logix Inc. Software (other than as specified below, each such event, a 'Qualified Downtime Event'), By Logix Inc. will issue Client a Service Credit calculated as follows:
a. A Qualified Network Downtime Event shall start upon Client's submission of a written trouble ticket specifying that a Qualified Downtime Event has occurred and the details associated with such Qualified Downtime Event. All such trouble tickets must be submitted by Client through By Logix Inc.'s Client portal or through By Logix Inc.'s technical support department. Upon the passage of fifteen (15) continuous minutes of a Qualified Downtime Event, the Service Credit shall equal one percent (1%) of the monthly fees payable by Client in respect of such Products and Services for the month in which such Qualified Network Downtime Event occurred and thereafter during the pendency of such unavailability, the Service Credit shall increase by an additional one percent (1%) for each continuous sixty (60) minutes of a Qualified Downtime Event up to a maximum of one hundred percent (100%) of monthly fees payable by Client in respect of such Products and Services for the month in which such Qualified Network Downtime Event occurred.
b. All Service Credits are calculated by By Logix Inc. on a 'per-event-basis' each calendar month and in no event will downtime or unavailability be cumulated during any monthly period for purposes of determining a Client's right to any Service Credit. The following events do not constitute a Qualified Downtime Event or qualify for any Service Credit under this SLA: (i) Scheduled Maintenance or (ii) Outages created by failed equipment, mis-configurations, exploited servers, or traffic in excess of the maximum allowed by contract. Service Credits are based directly on all software and/or services affected by a Qualified Downtime Event. Products, services or hardware not related to a Qualified Network Event do not qualify for a Service Credit.

3. Service Credits: Service Credits do not constitute a refund in respect of any product or service and may not be carried forward to future months, paid for or exchanged for cash or other monetary consideration or value. Service Credits are not available (i) in respect of any outage or event associated with Scheduled Maintenance or arising from any denial of service attack, virus, hacking attempts or any other circumstances or events that are not within the control of By Logix Inc., including any Force Majeure Event, (ii) to any Client that is more than thirty (30) days past due on any amount owing to By Logix Inc. or any Client that has breached the Agreement or (iii) in respect of any products or services contracted for with By Logix Inc. that expressly exclude technical support or such Service Credits. Valid approved Service Credits will appear as a credit for products and services and be applied against the amounts owing in respect of such products and services on the next billable invoice following the month in which occurred the Qualified Downtime Event giving rise to such Service Credit. In order for a Client to qualify for a Service Credit, the Client must (A) have purchased and paid for Products and Services, (B) submit a request for a Service Credit, as applicable, in writing via By Logix Inc.'s Client portal to accounting@bylogix.com, within three (3) days from the date of event giving rise to the requested Service Credit and in accordance with the terms of this SLA. Failure to request a Service Credit in accordance with the terms of this SLA will result in an automatic waiver of any rights to such Service Credit under this SLA in respect of the event giving rise to such Service Credit. Notwithstanding anything in the Agreement to the contrary, the maximum total Service Credit for any calendar month, including all refunds, guarantees, warranties and other service level agreements Client may have with By Logix Inc., shall not exceed one hundred percent (100%) of Client's monthly recurring fee for Products and Services during such month.

4. Scheduled Maintenance: Client hereby acknowledges that By Logix Inc. may perform maintenance service on By Logix Inc. Software and Servers as By Logix Inc. deems necessary, with or without notice to Client, which may result in the unavailability of By Logix Inc. Software and Servers. Downtime or unavailability resulting from Scheduled Maintenance shall not constitute a Qualified Downtime Event or qualify for any Service Credit. Client must subscribe to By Logix Inc.'s outage mailing list and provide accurate and timely information in By Logix Inc.'s Client portal in order for By Logix Inc. to notify Client of all Scheduled Maintenance. Client's failure to subscribe to By Logix Inc.'s outage mailing list or to provide accurate and timely information on By Logix Inc.'s Client portal may result in the forfeiture of any Service Credit based on downtime or unavailability arising from Scheduled Maintenance for which Client did not receive timely notice. Emergency maintenance and maintenance for which By Logix Inc. has not given Client notice in accordance with this SLA shall not be deemed Scheduled Maintenance for purposes of this SLA.

5. DISCLAIMER: Client hereby acknowledges that By Logix Inc.'s ability to provide Products and Services and technical support to Client is contingent upon By Logix Inc.'s ability to connect By Logix Inc. software to such server and monitor such server. In the event that Client substantially impairs By Logix Inc.'s ability to connect By Logix Inc. software to any server, then By Logix Inc. shall have no obligation to provide Products and Services or technical support services or any of the services provided for in this SLA for such software and Client shall not be entitled to any Service Credit under this Agreement with respect to such server. If Client requests technical support services or management services for a server for which Client has impaired the ability of By Logix Inc. to connect By Logix Inc. software to such server, By Logix Inc. shall provide such technical support services or management services as professional services on a time and material basis and Client shall be billed at By Logix Inc.'s then-current professional services rate. By Logix Inc. shall not be liable for the failure or delay in performing its obligations hereunder or under the Agreement if such failure or delay is due to external circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of interruption or delay in telecommunications, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of By Logix Inc.'s products and services (each, a 'Force Majeure Event'). By Logix Inc. agrees to exercise reasonable efforts to mitigate the damage arising from Force Majeure Event; however, under no circumstances shall By Logix Inc. or its affiliates be held liable for any cost, expense, liability, claim or damage due to such interruptions. In no event shall By Logix Inc. or its affiliates be liable to Client or any other person for any special, incidental, consequential or punitive damages of any kind, including, without limitation, refunds of fees, loss of profits, cost of cover, loss of income or cost of replacement services. Client acknowledges and agrees that the receipt of a Service Credit as provided for in this SLA constitutes Client's sole and exclusive remedy, and By Logix Inc.'s sole and exclusive liability, for any failure of By Logix Inc. software or failure by By Logix Inc. to provide Client with the products and services purchased by Client in accordance with the Agreement which results from a Qualified Downtime Event. BY LOGIX INC. RESERVES THE RIGHT TO AMEND, MODIFY OR TERMINATE THIS SLA, THE AUP, THE PRIVACY POLICY AND THE TERMS OF SERVICE AS DEEMED NECESSARY SOLELY BY BY LOGIX INC.'S DISCRETION, AND A CLIENT'S USE OF BY LOGIX INC.'S PRODUCTS AND SERVICES AND BY LOGIX INC. SOFTWARE AFTER ANY SUCH AMENDMENT, MODIFICATION OR TERMINATION OF THIS SLA, THE AUP, THE PRIVACY POLICY OR THE TERMS OF SERVICE IS POSTED ON THE LEGAL PAGE OF BY LOGIX INC. WEBSITE (WWW.BYLOGIX.COM) WILL CONSTITUTE THE CLIENT'S ACCEPTANCE OF ANY SUCH AMENDMENTS, MODIFICATIONS OR TERMINATION.