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DocuSign Envelope ID: 79E3BFD4-30BE-4A79-9674-5A78DD593240 <br /> EXHIBIT 1 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 Simpleview in an electronic file format <br /> specified and accessible by Simpleview (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 Simpleview as required by <br /> Simpleview. <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 Simpleview 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"), Simpleview 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 Simpleview's proposal in writing. If Client accepts <br /> Simpleview's proposal to undertake the work necessitated by the Change Order, then the Change <br /> Order, as supplemented and/or modified by Simpleview'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. Simpleview 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 Simpleview. "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 Simpleview <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. Simpleview 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 /> i <br /> I <br /> Page 12 <br />