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CONFIDENTIAL ESO ESA v093025 | <br /> <br />without limitation, their content or the manner in which they handle, protect, manage or <br />process data (including Customer Data), or any interaction between Customer and the <br />provider of such Non-ESO Products. ESO cannot guarantee the continued availability of <br />such Non-ESO Product features. Customer irrevocably waives (and shall hold ESO harmless <br />from) any claim against ESO with respect to such Non-ESO Products. ESO is not liable for <br />any damage or loss caused or alleged to be caused by or in connection with Customer’s <br />enablement, access or use of any such Non-ESO Products, or Customer’s reliance on the <br />privacy practices, data security processes or other policies of such Non-ESO Products. <br />Neither the performance nor failure of Non-ESO Products shall terminate or suspend <br />Customer’s obligation to pay Fees, and, if ESO’s performance under this Agreement is <br />prevented or delayed by any act or omission of Customer or its agents, subcontractors, <br />or Non-ESO Products (“Customer Delay”), ESO shall not be deemed in breach of its <br />obligations under this Agreement or otherwise be liable for any costs or losses of <br />Customer (in each case, to the extent arising directly or indirectly from Customer <br />Delay). <br />4 HOSTING, SLA & SUPPORT SERVICES <br />4.1 Hosting & Management. Customer shall be responsible for hosting and managing any <br />Licensed Software on systems meeting the requirements specified by ESO. ESO shall be <br />responsible for hosting and managing any SaaS. <br />4.2 Service Level Agreement. If Outages (excluding Scheduled Downtime or Outages caused by <br />Customer), results in the service level uptime falling below 99% for any three-month <br />period (the “Uptime Commitment”), then Customer may immediately terminate this <br />Agreement, in which case ESO will refund any prepaid, unearned Fees to Customer. This <br />is Customer’s sole remedy for ESO’s breach of the Uptime Commitment. <br />4.3 Scheduled Downtime. ESO will endeavor to provide reasonable (72 hour) notice of <br />Scheduled Downtime to Customer’s Users. Notice of Scheduled Downtime may be provided <br />from within the Software or via email. Scheduled Downtime shall never constitute a <br />failure of performance or Outage by ESO. Notification timelines and the frequency of <br />Scheduled Downtime are subject to the emergence of security concerns outside of ESO’s <br />control. <br />4.4 Support and Updates. During the Term, ESO shall provide to Customer the Support <br />Services, in accordance with Exhibit B, which is incorporated herein by reference. <br />ESO may update and revise its Software, providing reasonable notice in the case of any <br />material diminishment. <br />5 FEES <br />5.1 Fees. In consideration of the rights granted hereunder, Customer agrees to pay ESO <br />the fees for the Software and Professional Services as set forth in the Order(s)) <br />(collectively, “Fees”). The Fees are non-cancelable and non- refundable, except as <br />expressly provided herein. Customer (or Third-Party Payer, if applicable) shall pay <br />all invoices within 30 days of receipt. <br />5.2 Third-Party Payer. If Customer desires to use a third-party to pay some or all of the <br />Fees on behalf of Customer (a “Third-Party Payer”), then (i) each applicable Order <br />will identify such arrangement, (ii) the Third-Party Payer will enter into a written <br />agreement with ESO regarding such arrangement, (iii) Customer may replace the Third- <br />Party Payer by written notice to ESO (provided that no such change shall be made until <br />the then-current Term’s renewal), (iv) references within this Section 5 to Customer’s <br />responsibility for Fees shall be understood to refer to the Third-Party Payer when <br />applicable, and (v) Customer shall remain responsible for payment if the Third-Party <br />Payer does not pay the Fees. <br />5.3 Uplift on Renewal. Fees indicated as recurring fees on the applicable Order (including <br />those for Software) shall increase by 8.75% each year upon renewal. <br />5.4 Taxes and Fees. The Fees are exclusive of all taxes and credit card processing fees, <br />if applicable. Unless and until Customer provides ESO a tax exemption certificate, <br />Docusign Envelope ID: 2EFF50EF-3BF5-8C99-8339-765A7C3D837E