CCL Software, LLC
Service Level Agreement
BidNav Software As A Service
Pilot Bidding System
Service Level Agreement

This Service Level Agreement (“SLA”) is a part of the BidNav Software-as-a-Service (“BidNav”) provided by CCL Software (“CCL”) and is attached as an addendum to the CCL License of BidNav to its customers, clients, and end user/user (a “Subscriber”).  This SLA sets forth the level of service associated with BidNav and provides certain rights and remedies in the event of a service interruption as a result of failure of the CCL infrastructure resulting in less than 99.9% availability as defined below.

BY CLICKING THE “ACCEPT” BUTTON ON THE LICENSE, YOU ALSO AGREE TO BE BOUND BY THE TERMS OF THIS SLA

1. Definitions. For the purpose of the SLA, the terms in bold are defined as follows:
   1. “Active Bid Period” means the time period in which participating airlines allow bids to be actively submitted in the bidding system which is currently defined as starting at 5pm Central Standard Time on the 6th of every month, ending at 10am Central Standard Time on the 12th of every month.
   2. “Available” means that a Subscriber whose account is active, enabled, and has reasonable access to the Services provided by CCL, subject to the exclusions defined in Downtime Minutes below.
   3. “Downtime” means the total number of minutes that the Subscriber cannot access the Services during the Active Bid Period. The calculation of Downtime Minutes excludes time that the Subscriber is unable to access the Services due to any of the following:
      1. Maintenance Time
      2. Subscriber’s own Internet service provider
      3. Force Majeure event
      4. Any systemic Internet failures
      5. Any failure in the Subscriber’s own hardware, software or Network connection
      6. Subscriber’s bandwidth restrictions
      7. Subscriber’s acts or omissions
      8. Anything outside of the direct control of CCL Software, including, but not limited to, failure to perform by a contractor, sub-contractor or vendor of CCL, as well as failures of any participating airline bidding system
   4. “Emergency Maintenance” means change controls that are immediately needed and occur with little prior notification (CCL will post the information on BidNav as soon as reasonably practical).
   5. “Maintenance Notices” means the notice that CCL will place on the front page of the BidNav website at least forty-eight (48) hours in advance (or longer if practical) of planned maintenance. (There may be times when CCL performs maintenance of BidNav without notice in order to protect the integrity of BidNav due to security issues, virus attacks, spam issues, or other unforeseen circumstances.
   6. “Maintenance Time means the time period during which BidNav may not be Available because of routine maintenance to maximize performance, on an as needed basis.
   7. “Planned Maintenance” means change controls in support of on-going product and operational changes necessary for optimal performance, deployment of non-critical service packs or patches, and periodic redundancy testing.
   8. “Problem Response Time” means the time period after CCL’s confirmation of the Services event, from receipt of the information required from the Subscriber for CCL's Support Team to begin resolution and open a trouble ticket in CCL's systems. Due to the wide diversity of problems that can occur, and the methods required to resolve them, problem response time IS NOT defined as the time between the receipt of a call and problem resolution. After receiving a report of fault, CCL shall use a reasonable method to provide Subscriber with a progress update.
   9. “Preventative Maintenance” means change controls made after detection of an item in the environment necessary to to avoid emergency change controls in the future. (Whenever reasonably possible, preventative maintenance will be done during low peak hours as defined by our network metrics.)
   10. “Total Monthly Minutes” means the number of days in the month multiplied by 1,440 minutes per day.
2. Service Levels.
   1. Applicability. This SLA shall apply to a Subscriber who:
      1. Has successfully registered for BidNav with full, valid account details and verification of that Subscriber is an active pilot with valid bidding status with a participating airline.
      2. Is current with all monthly fees
      3. Has submitted a bid during the applicable Active Bid Period. Downtime, planned and unplanned, outside of this period will not be considered in violation of this SLA. Subscribers paying an account maintenance fee only, and not submitting an active bid, will not be subject to this SLA during such periods.
   2. Measurement. CCL uses a proprietary system to measure whether BidNav is Available, which shall be the sole basis for resolution of any dispute regarding this SLA.  Availability is calculated based on the following formula: A = (T – M – D) / (T – M) x 100% A = Availability T = Total Monthly Minutes M = Maintenance Time D = Downtime

      Availability	Credit Amount of Monthly Fee
      > 97.9% but < 99.9%	3%
      > 96.9% but < 97.9%	5%
      < 96.9%	7%

3. Problem Response Times
   1. Response Times. The response time per incident shall be:

      Category Level	Criteria	Response Time
      1	Unplanned interruption rendering the Services un-Available during the Active Bid Period; no work-around	15 Minutes
      2	Unplanned interruption rending the Services un-Available during the Active Bid Period; work-around available	30 Minutes
      3	Services are un-Available for a single Subscriber or small percentage of Subscribers during the Active Bid Period	4 Hours
      4	Intermittent problem	8 Business Hours

      All times of availability and response as set forth above are subject to adjustment based on Force Majeure as defined in the License.
   2. Service Level Credit. If CCL fails to meet the applicable Service level metric for Problem Response Time for a month Subscriber shall receive a Service Level Credit for each incident equal to 50% of the current monthly invoice, not to exceed $50 per month.
   3. Procedure. In the event that CCL fails to meet the Service Levels set forth above the following shall apply:
      1. CCL must have created a support ticket documenting the event within 24 hours of the service interruption.
      2. Subscriber must be in good standing with all invoices paid and up to date, and must be in an active bid submission status.
      3. Subscriber must notify CCL in writing within five (5) business days by sending an email to support@cclsoftware.com and providing the following details:
         • Subject of email must be: "Claim Notice - [Subscriber Logon and Email Address]" (Subscriber’s logon and primary email address on file must be listed in place of [Subscriber Logon and Email Address])
         • List the issue and describe how the Services were affected
         • List the date the Downtime Minutes occurred
         • List an estimate of the amount of actual Downtime Minutes
         • List of actions that were being performed by the Subscriber, with as much detail as possible.
      4. CCL will confirm by email to Subscriber the information provided in the Claim Notice within five (5) business days of receipt of the Claim Notice.
      5. If CCL cannot confirm the Downtime Minutes, then the Subscriber and CCL shall refer the matter to executives at each company for resolution.
      6. If CCL confirms that is was out of compliance with this SLA, the Subscriber will receive the Service Level Credits set forth above which will be reflected in the Subscriber’s monthly subscription fees in the month following confirmation of the Downtime Minutes.
      7. SLA credits will only be applied to Subscribers that are in good standing with all invoices paid and up to date.