Perfect Commerce LLC, A Proactis Co. 2/22/2021

ATTACHMENT 2 SERVICE LEVEL AGREEMENT DEFINITIONS Unless otherwise defined in this Service Level Agreement("SLA"), capitalized terms used herein shall have the meanings assigned to such terms in Section 1 of the Agreement. The following definitions shall be used for purposes of this SLA: Managed Environment Availability.The total number of minutes in a calendar month,less any Planned Downtime or downtime due to Force Majeure. Planned Downtime. Scheduled unavailability of the Managed Environment, including but not limited to, the performance of system upgrades, enhancements and routine maintenance activities. Perfect will provide a schedule for recurring Planned Downtime (e.g.weekly system maintenance) and give Company not less than twenty-four(24)hour's notice of non-recurring Planned Downtime. Unscheduled Service Outage. Interruptions to service that result in the unavailability of the Managed Environment to Company, not including Planned Downtime or interruptions due to Force Majeure. MANAGED ENVIRONMENT Perfect will use commercially reasonable efforts to provide a managed environment ("Managed Environment") that will include the hardware and software necessary to support the Managed Environment Availability service levels specified below. The Managed Environment is restricted to the production systems environment and the application(s)located at Perfect's hosting site. The Managed Environment specifically does not include: (i) development, staging or test environments, (ii)any elements of the Internet, (iii)any part of Company's environment not permanently located at the Perfect hosting site,or(iv)application components outside the Perfect site firewall. The Managed Environment shall only include hardware,software and equipment owned by Perfect. For purposes of this SLA, the Managed Environment will support the following software applications (or any successor or replacement software applications made available by Perfect): WebProcure MANAGED ENVIRONMENT AVAILABILITY Minimum Monthly Company Service Credits Managed Environment Availability 99% <99%>_95%= 12.5%of the Monthly Fee <95%>-90%=25%of the Monthly Fee <90%=50%of the Monthly Fee Perfect actively monitors the availability of the Managed Environment and will accumulate the number of downtime minutes during an Unscheduled Service Outage. Planned Downtime shall be necessary on a regular basis or in some emergencies to perform corrective maintenance. The following metric shall be used to calculate the Monthly Managed Environment Availability percentage for each full month that this SLA is in effect: (Managed Environment Availability-Unscheduled Service Outage)_Managed Environment Availability SERVICE CREDITS In the event Perfect fails to meet any of the service levels herein, and such failure causes the Managed Environment Availability to fall below the applicable percentage set forth above, Perfect will credit Company as set forth above in accordance with the applicable percentage achieved. Credits will be computed and applied automatically and will be credited towards the next invoice following such failure to meet the applicable service level. This SLA states Perfect's sole and exclusive warranties, and Company's sole and exclusive remedies for Perfect's failure to achieve the specified service levels herein. "Monthly Fee" shall mean: (i) the actual monthly fee paid by Company that corresponds to the software application whose Minimum Monthly Managed Environment Availability goal was not achieved, or(ii)in the event Company pays on an annual basis,an amount that is 1/12th of the annual fee paid by Company in the applicable year that corresponds to the software application whose Minimum Monthly Managed Environment Availability goal was not achieved. No Service Credits will be given for events resulting from conduct of Company or its representatives, including (i) negligence of Company or its representatives, (ii) a failure or malfunction resulting from scripts, applications, equipment, or services provided by Company,or(iii)outages initiated by Perfect at the request or direction of Company for maintenance, back up,or other purposes. UNSCHEDULED SERVICE OUTAGE NOTIFICATION Perfect shall use commercially reasonable efforts to provide Company with: (i)the apparent cause of an Unscheduled Service Outage, (ii) Perfect's response time to such Unscheduled Service Outage, and (iii)repair time information,following the resolution of an Unscheduled Service Outage that results in a service level falling below the level set forth herein. Please note that in the event of an Unscheduled Service Outage, Perfect's first priority shall be to re-establish service and restore the Managed Environment to full availability. Perfect has designed and implemented various methods for detecting outages as well as potential problems that might occur in the Managed Environment. The detection software is configured to notify support immediately. Perfect shall notify Company's designated contact(s)within sixty minutes of any Unscheduled Service Outage by email or by posting on Perfect's service desk and promptly again by email upon resolution. PROBLEM MANAGEMENT AND SECURITY Perfect's problem management and escalation process can be found on our website at www.proactis.com or sent via email upon request. All transactions between Perfect and Company that are the subject matter of this SLA will take place with 256 bit SSL encryption or using digital certificates,whichever is applicable. Both Perfect and Company will implement commercially reasonable levels of security protection against possible Internet aggression or corruption and upgrade such security protection against new threats when they are identified. Each Party has the responsibility of the physical security of their respective production platform. Perfect and Company must create a secure connection to allow data exchange and automatic integration between them,which is accessed by pulling/pushing asynchronous messages from/to Perfect or Company through the HTTPS protocol. Page 7 of 8 Master Services Agreement