Service Level Agreement

This is the Service Level Agreement referred to in the Terms of Service and End User Software License agreement between the Customer and Datatrax Technologies Inc. (“TICKETTRAX”). All capitalized terms that are not defined herein shall have the meaning given to such terms in the Terms of Service and End User Software License.

This Service Level Agreement (“SLA”) relates to Datatrax Technologies’ TICKETTRAX ticketing system (“Services”). Datatrax Technologies agrees that it will make commercially reasonable efforts to meet the minimum service levels set out in this SLA in respect of the Services throughout the operating term.

SERVICE DESCRIPTION

Datatrax Technologies, Inc provides customized ticketing software that resides on both wired and wireless point of sale terminals (“Devices”) approved by Datatrax for such purpose.  TICKETTRAX terminal based software generates tickets, user cash out reporting and supports credit card payment.  TICKETTRAX servers manage user, product and transaction data and generate reports from captured data which are supplied daily via email.

MINIMUM SERVICE LEVELS

Transaction processing, reporting and web portal services are generally expected to be available to customers on a 7 day by 24 hour basis other than scheduled maintenance and backup hours.

Availability is calculated by dividing the measured available time by the total time in a calendar year, expressed as a percentage. The measured available time is the total time in a calendar year less the measured unavailable time. Subject to any other terms in this SLA, the Services are deemed to be unavailable to the Customer when the Services (or any of them) are fully interrupted, such that the Services cannot be accessed or used by the Customer (an “Outage”), but excluding any such circumstances arising as the result of any event contemplated in the section titled Service Level Exemptions of this agreement.

CALCULATION OF MEASURED UNAVAIALBE TIME

The Measured Unavailable Time starts upon notification of an Outage by the Customer to the Datatrax Technologies Customer Care Center (“CCC”) by telephone and the release of the affected Service by the Customer to Datatrax Technologies for testing and repair.  For notifications delivered to the CCC by email, the Measured Unavailable Time starts when CCC staff send a notification email to the Customer that the email has been received.  The measured unavailable time ends when the affected Service is restored.  Datatrax Technologies will notify the Customer by telephone, or by email if that is the way in which the notification was received, and the Customer will confirm that the affected Service has been restored.  Additional time taken by the Customer to perform confirmation testing is not included in the Measured Unavailable Time if the Service is in fact restored.

CREDITS FOR MEASURED UNAVAILABLE TIME

If an Outage occurs, for the Transaction Processing Service then the customer shall be entitled to the following credit in respect of such Service:

SERVICE CALL PROCEDURE

The Customer shall contact the Datatrax Technologies Customer Care Center to report all service problems. The telephone number for contacting the Customer Care Center is 1-877-269-1348 and the email address is support@datatraxtechnologies.com.

The Customer must have the following information:

(i) Customer number.

(ii) The services and/or the serial numbers of the Devices affected.

(iii) A description of the problems encountered.

During the Service Call, Datatrax Technologies will open a ticket indicating the exact time the Service Call was received, the name of the person placing the call, and the details of the Service Call, including the services and/or Devices affected. A

reference number (ticket) will be supplied to the Customer during the call. If a reference number cannot be supplied during the call, one will be supplied as soon as practical.

INCIDENT HANDLING

Incidents are addressed as per the Incident severity grid below and the target response or resolution times.

SERVICE LEVEL EXEMPTIONS

Degradation in the performance of the Services and unavailable time shall not be included for the purposes of determining whether the Services meet the minimum service level, or for calculating measured unavailable time if such degradation or unavailable time arises from:

(i) Scheduled Maintenance, Backups or other service interruptions agreed to by the Customer for the purpose of allowing Datatrax Technologies to upgrade, change, implement an order, maintain or repair the Service;

(ii) directly or indirectly as the result of the acts or omissions of the Customer, any person for whom the Customer is legally responsible, or any person using the Services;

(iii) hardware failure of Customer Devices;

(iv) failures of third party wired and wireless networks required to facilitate communication between Customer Devices and the DataTrax Facilities;

(v) failure of equipment or systems not provided, or under the control or direction of Datatrax Technologies including equipment or systems Datatrax Technologies may obtain or contract for at the request of the Customer (and, in the event of a degradation in the Services below the minimum service level or an Outage occurring as the result of such circumstances Datatrax Technologies will co-ordinate with the provider to remedy such failure as quickly as possible);

(vi) failure of equipment or systems due to Customer error or negligence;

(vii) any failure by the Customer to afford access to any location for which the Customer is responsible (where applicable); 

(viii) any event contemplated in sections 8, 10, 13, 14, 17 and 26 of the Terms of Service and End User License Agreement.

SCHEDULED AND UNSCHEDULED MAINTENANCE

Scheduled maintenance means any maintenance activities performed at the DataTrax Facilities to which Customer’s Devices and/or facilities are connected.  Such activities are typically performed during the standard maintenance window on weekdays and weekends between 1:00 and 5:00 am eastern time.

Unscheduled maintenance means any maintenance activities performed at the DataTrax Facilities to which Customer’s Devices and/or facilities are connected as a result of a Threat or an Emergency. A Threat is defined as a situation or condition that would not normally cause an outage to a customer but introduces a very low risk to services or may lead to a brief service interruption. Examples include hardware and/or network infrastructure installation and/or upgrades, contractor working near Datatrax Technologies copper/fiber cables and digging within ten meters of DataTrax Facilities. In the case of a Threat Datatrax Technologies will strive to provide customers with three business days’ advance notice where possible. In the event of an Emergency (defined as unplanned critical repairs, acts of vandalism such as physical damage or technological such as denial of service attacks, hacking, viruses or worms and/or nature that has caused or could cause a degradation or interruption of service) Datatrax Technologies will make best efforts to provide customers with short-term notice and an estimated time to repair.

BACKUPS

Backups means any activities related to making a copy of all system data for the purposes of restoring data in the event of severe system failure performed at the DataTrax Facilities to which Customer’s Devices and/or facilities are connected.  Such activities are typically performed during the standard backup window on a daily basis between 1:30 and 4:30 am eastern time.  During this period service may be degraded and/or unavailable.

APPLICATION OF CREDITS

Credits shall be applied in respect of the next billing period and shall be based on the transaction rates in effect at that time. Calculation of all credits shall be based on the call log and other records maintained by Datatrax Technologies. In no event shall any credit be awarded in excess of the rates for the affected Service in effect at the time the credit is applied. If credits remain payable following the termination of the Agreement, the Customer shall be entitled to receive a rebate equal to the amount of such credits.