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EXHIBIT I <br />10 <br />Client Content" shall mean any materials provided by Client for incorporation into the CMS <br />and /or CRM, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, <br />video clips or text. Client shall deliver the Client Content to Simpieview in an electronic file format <br />specified and accessible by Simpieview (e.g., .txt, .gif) or as otherwise specified in Exhibit A. Any services <br />required to convert or input Client Content not set forth in Exhibit A as Services shall be charged as <br />Additional Services. Client shall promptly deliver all Client Content to Simpieview as required by <br />Simpieview. <br />2.2 Work Orders <br />If Client wishes to implement upgrades or revisions to the CMS and /or CRM that differ materially <br />from the Services in Exhibits A and 3, Client shall submit to Simpieview a written change order <br />containing (i) such revisions in detail and (ii) a request for a price quote for such change (collectively, the <br />"Change Order "). Simpieview shall promptly evaluate the Change Order and submit to Client for its <br />written acceptance a proposal for undertaking the applicable tasks and a price quote reflecting all <br />associated fees associated with Client's Change Order. Client shall have ten (10) business days from <br />receipt of such proposal to accept or reject Simpieview's proposal in writing. If Client accepts <br />Simpieview's proposal to undertake the work necessitated by the Change Order, then the Change <br />Order, as supplemented and /or modified by Simpieview's proposal, shall amend and become a part of <br />Exhibit A and Exhibit C hereto (Fee Schedule). Routine updates and "fixes" shall be performed according <br />to the Fee Schedule in Exhibit C. <br />2.3 Hosting <br />2.3.1 System Availability. Simpieview warrants at least 99.9% System Availability during each calendar <br />month. "System Availability" means the percentage of total time during which the CMS and /or CRM is <br />fully accessible at standard Server Response and Time and Throughput Capacity, excluding Scheduled <br />Maintenance and Emergency Maintenance and any loss or interruption due to causes beyond the <br />control of Simpieview. "Emergency Maintenance" means downtime of the CMS and /or CRM due to the <br />application of urgent patches or fixes, or other urgent maintenance, recommended by Simpieview <br />vendors to be applied as soon as possible, that is performed outside of Scheduled Downtime hours. <br />"Scheduled Maintenance" means downtime of the CMS and /or CRM during preset, scheduled <br />maintenance windows. Scheduled Maintenance typically is performed during off -peak hours which are <br />defined as between 6 P.M. and 3 A.M. MST Standard Time. Simpieview will provide Client with notice of <br />any scheduled maintenance at a minimum of 24 hours prior to the scheduled outage and will endeavor <br />to schedule maintenance after 9 P.M. Eastern Standard Time. Times for Scheduled Maintenance may be <br />changed with reasonable prior written notice to Client (which may be via email). <br />Page 12 <br />