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EXHIBIT B

SERVICE LEVEL AGREEMENT

to the Enterprise SaaS Subscription Agreement

This Exhibit B (this "SLA" or "Exhibit B") is attached to, and forms an integral part of, that certain Enterprise SaaS Subscription Agreement dated April 26, 2024 (the "Agreement"), by and between:

Quorum Insurance Holdings Corp., a corporation organized and existing under the laws of the State of Delaware, with its principal offices located in Hartford, Connecticut ("Licensee" or "Quorum");

and

Clearpoint Analytics, Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal offices located in Boston, Massachusetts ("Licensor" or "Clearpoint").

Platform: ClaimsIQ™

Effective Date: April 26, 2024

Capitalized terms used but not otherwise defined in this Exhibit B shall have the meanings ascribed to them in the Agreement.

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Section 1: Purpose and Scope

1.1 This Exhibit B sets forth the service level commitments applicable to Clearpoint's provision and operation of the ClaimsIQ™ platform (the "Platform") to Quorum and its subsidiaries, including Quorum Property & Casualty Insurance Company, Quorum Specialty Underwriters, Inc., and Quorum Digital Solutions LLC (collectively with Quorum, the "Quorum Entities"), during the Subscription Term. The purpose of this SLA is to define quantitative and qualitative standards for platform availability, incident response, performance, disaster recovery, and related operational matters, and to establish the remedies available to Quorum in the event Clearpoint fails to satisfy such standards.

1.2 This SLA applies to the ClaimsIQ™ platform as deployed across Quorum's claims-processing locations in Hartford, Connecticut; Dallas, Texas; and Jacksonville, Florida, as well as to remote access by field adjusters and other authorized personnel connecting to the Platform via internet or virtual private network from locations outside the foregoing offices.

1.3 The service level commitments set forth herein cover access and use by up to one thousand two hundred (1,200) named users, as more particularly described in Exhibit A (Statement of Work / Service Description) to the Agreement. Any expansion of named-user capacity beyond this threshold shall be subject to the terms of the Agreement and may require amendment of the performance benchmarks set forth in Section 9 of this Exhibit B.

1.4 This SLA constitutes an integral part of the Agreement and is enforceable in accordance with its terms. In the event of any conflict between this Exhibit B and the body of the Agreement with respect to service level commitments, Service Credits, and chronic failure termination rights, the terms of this Exhibit B shall govern, as further described in Section 14.3 below.

Section 2: Definitions

For purposes of this Exhibit B, the following terms shall have the meanings set forth below:

2.1 "Availability" or "Uptime"

"Availability" or "Uptime" means the percentage of time in a given calendar month during which the ClaimsIQ™ platform is operational and accessible to Licensee's authorized users for the performance of core platform functions. Availability shall be calculated using the following formula:

Availability (%) = ((Total Minutes in Month – Downtime Minutes) / Total Minutes in Month) × 100

For purposes of this calculation, "Total Minutes in Month" means the total number of minutes in the applicable calendar month (e.g., 44,640 minutes for a 31-day month), and "Downtime Minutes" means the aggregate number of minutes of Downtime (as defined in Section 2.2) during such month, excluding Scheduled Maintenance, Excused Downtime, and Force Majeure Events.

2.2 "Downtime". "Downtime" means any period of time during which the ClaimsIQ™ platform is materially unavailable or materially degraded such that Licensee's authorized users cannot access or use core platform functionality. For the avoidance of doubt, "core platform functionality" includes, without limitation, the following modules: (a) claims triage; (b) fraud detection; and (c) analytics dashboard modules. Downtime shall be measured from the earlier of (i) the time Clearpoint's automated monitoring systems detect the outage or degradation, or (ii) the time Quorum reports the outage or degradation to Clearpoint, and shall end at the time at which the Platform is restored to full operational capability as confirmed by Clearpoint's monitoring systems. Notwithstanding the foregoing, Downtime expressly excludes Scheduled Maintenance (as defined in Section 2.3), Excused Downtime (as defined in Section 2.4), and Force Majeure Events (as defined in the Agreement).

2.3 "Scheduled Maintenance"

"Scheduled Maintenance" means planned maintenance windows of up to four (4) hours per calendar month, occurring on Sundays between 2:00 AM and 6:00 AM Eastern Time. Clearpoint shall provide Quorum no less than seventy-two (72) hours' prior written notice (via email to Quorum's designated SLA contact identified in Section 7.2) of any Scheduled Maintenance. Such notice shall include a description of the scope of the maintenance, the anticipated duration, the affected modules or features, and the expected user impact. Scheduled Maintenance periods are excluded from the calculation of Availability. In no event shall Clearpoint schedule more than four (4) hours of Scheduled Maintenance in any single calendar month without Quorum's prior written consent.

2.4 "Excused Downtime"

"Excused Downtime" means any period of Downtime resulting from any of the following causes:

(a) Licensee's acts or omissions, including, without limitation, misconfiguration of Licensee's systems, networks, or software that interface with the Platform;

(b) failures or disruptions of Licensee's internet connectivity, local area network, or end-user equipment that are not caused by Clearpoint or the Platform;

(d) Force Majeure Events, as defined in Section 15.8 of the Agreement.

Clearpoint bears the burden of demonstrating that any claimed period of Excused Downtime falls within one or more of the foregoing categories and shall provide Quorum with reasonable supporting documentation upon request.

2.5 "Emergency Maintenance"

"Emergency Maintenance" means unscheduled maintenance that Clearpoint reasonably determines is required to address critical security vulnerabilities, imminent system failures, or other conditions that, if left unaddressed, could result in a material threat to the security, integrity, or availability of the Platform or Customer Data. Clearpoint shall use commercially reasonable efforts to provide Quorum with at least four (4) hours' advance notice of any Emergency Maintenance and to schedule such Emergency Maintenance during off-peak hours (defined as 10:00 PM to 6:00 AM Eastern Time). Emergency Maintenance shall count as Downtime for purposes of the Availability calculation unless such Emergency Maintenance (i) is completed within the standard Scheduled Maintenance window described in Section 2.3 and (ii) does not cause the aggregate Scheduled Maintenance in the applicable calendar month to exceed four (4) hours.

2.6 "Monthly Subscription Fee"

"Monthly Subscription Fee" means the pro-rata monthly portion of the Annual Contract Value payable by Quorum under the Agreement, equal to One Hundred Sixteen Thousand Six Hundred Sixty-Seven Dollars ($116,667) for the initial contract year (calculated as $1,400,000 ÷ 12, rounded to the nearest dollar). For subsequent contract years, the Monthly Subscription Fee shall be recalculated based on the applicable Annual Contract Value, as adjusted in accordance with the pricing provisions of the Agreement (including any CPI escalator capped at 3.5% per annum).

2.7 "Measurement Period"

"Measurement Period" means each calendar month during the Subscription Term. For the first and last months of the Subscription Term, if such months are partial months, the Measurement Period shall be prorated based on the number of days in such partial month.

2.8 "Service Credit"

"Service Credit" means a credit against future Monthly Subscription Fees to which Quorum is entitled in accordance with Section 4 of this Exhibit B as a result of Clearpoint's failure to meet the Uptime Threshold (as defined in Section 3.1).

Section 3: Platform Availability Commitment

3.1 Uptime Commitment

Clearpoint commits to maintain Availability of the ClaimsIQ™ platform at no less than ninety-nine and seven-tenths percent (99.7%) per calendar month (the "Uptime Threshold") during the Subscription Term. The Uptime Threshold applies to the production environment of the ClaimsIQ™ platform as hosted by Cobalt Cloud Infrastructure, Inc. ("Cobalt Cloud") and made accessible to the Quorum Entities and their authorized users. Clearpoint acknowledges that Quorum's claims-processing operations are critically dependent upon continuous access to the Platform, and Clearpoint shall use commercially reasonable efforts to exceed the Uptime Threshold in each Measurement Period.

3.2 Measurement and Reporting

Clearpoint shall monitor Availability of the ClaimsIQ™ platform continuously, twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year, using industry-standard automated monitoring tools deployed at the infrastructure, application, and endpoint layers. Clearpoint shall provide Quorum with a monthly availability report (each, an "Availability Report") within ten (10) business days following the end of each calendar month. Each Availability Report shall include, at a minimum, the following information:

(a) the total number of minutes in the applicable Measurement Period;

(b) the total number of Downtime minutes recorded during the Measurement Period, excluding Scheduled Maintenance and Excused Downtime, together with a breakdown of each Downtime incident by date, start time, end time, and duration;

(c) the calculated Availability percentage for the Measurement Period, derived in accordance with the formula set forth in Section 2.1;

(d) a root cause analysis for any Downtime incident exceeding fifteen (15) consecutive minutes, including a description of the cause, the affected modules or features, the number of users impacted, and the remedial actions taken to resolve the incident and prevent recurrence; and

(e) a summary of any Scheduled Maintenance and Emergency Maintenance performed during the Measurement Period, including the date, time, duration, and scope of each maintenance event.

Availability Reports shall be delivered electronically to Quorum's designated SLA contact and to such other recipients as Quorum may designate from time to time in writing.

3.3 Audit Rights

Quorum shall have the right, upon no less than ten (10) business days' prior written notice and no more than once per calendar quarter, to audit Clearpoint's Availability records, monitoring data, incident logs, and related documentation to verify the accuracy of the Availability figures reported in the Availability Reports. Such audits may be conducted by Quorum's internal personnel or by a qualified third-party auditor designated by Quorum and reasonably acceptable to Clearpoint. Clearpoint shall cooperate in good faith with any such audit and shall provide reasonable access to relevant systems, logs, and personnel. In the event that an audit reveals that Clearpoint overstated Availability for any Measurement Period, Clearpoint shall promptly issue the appropriate Service Credits and shall reimburse Quorum for the reasonable out-of-pocket costs of the audit.

Section 4: Service Credits

4.1 Credit Calculation

For each one-tenth of one percent (0.1%) by which measured monthly Availability falls below the 99.7% Uptime Threshold in any Measurement Period, Quorum shall be entitled to receive a Service Credit equal to two percent (2%) of the applicable Monthly Subscription Fee. Based on a Year 1 Monthly Subscription Fee of $116,667, each 0.1% shortfall increment corresponds to a Service Credit of Two Thousand Three Hundred Thirty-Three Dollars ($2,333).

By way of illustration, if the measured Availability for a given calendar month is 99.4% (representing a shortfall of 0.3% below the 99.7% Uptime Threshold), the Service Credit for that Measurement Period would be calculated as follows:

3 increments × $2,333 per increment = $6,999

Additional illustrative examples are set forth in Appendix B-1 to this Exhibit B.

4.2 Maximum Monthly Service Credit

Notwithstanding Section 4.1, the aggregate Service Credits to which Quorum is entitled in any single Measurement Period shall not exceed fifteen percent (15%) of the applicable Monthly Subscription Fee. Based on a Year 1 Monthly Subscription Fee of $116,667, the maximum Service Credit in any single Measurement Period is Seventeen Thousand Five Hundred Dollars ($17,500). This cap applies regardless of the number of 0.1% shortfall increments recorded in the applicable Measurement Period.

4.3 Credit Request Procedure

Service Credits are not automatic. To receive a Service Credit, Quorum must submit a written Service Credit request to Clearpoint within thirty (30) calendar days following the end of the Measurement Period in which the Availability shortfall occurred. Each Service Credit request shall be directed to Clearpoint's VP of Product & Engineering (or such other contact as Clearpoint may designate in writing) and shall include the following information:

(a) the applicable Measurement Period;

(b) the specific dates and times of observed Downtime events supporting the claimed shortfall;

(d) the calculated Service Credit amount.

Clearpoint shall review each Service Credit request and respond in writing within fifteen (15) business days following receipt thereof. Clearpoint's response shall either (i) confirm the Service Credit amount as set forth in Quorum's request, or (ii) provide a good-faith dispute of the claimed shortfall, accompanied by supporting monitoring data and a reasoned explanation. If Clearpoint disputes the request, the parties shall endeavor in good faith to resolve the dispute within thirty (30) calendar days. If the parties are unable to resolve the dispute within such thirty (30)-day period, the dispute shall be escalated and resolved in accordance with the dispute resolution provisions of the Agreement, including mandatory mediation administered by Pinnacle Dispute Resolution Services in Hartford, Connecticut, followed by binding arbitration under the AAA Commercial Arbitration Rules, with the seat of arbitration in Hartford, Connecticut.

4.4 Application of Service Credits

Approved Service Credits shall be applied as a credit against the next invoice issued to Quorum following the date on which the Service Credit is confirmed or otherwise determined to be payable. Service Credits constitute Quorum's sole and exclusive financial remedy for Clearpoint's failure to meet the Uptime Threshold during any Measurement Period, except as expressly set forth in Section 5 of this Exhibit B regarding Chronic Failure Events and the termination rights arising therefrom. For the avoidance of doubt, Service Credits do not limit, restrict, or otherwise affect Quorum's rights or remedies under the Agreement with respect to breaches of representations, warranties, or covenants other than the Uptime Threshold commitment.

Service Credits are not convertible to cash refunds during the Subscription Term. However, upon termination or expiration of the Agreement, any accrued but unapplied Service Credits shall be refunded to Quorum in cash within thirty (30) days following the effective date of such termination or expiration, as applicable.

Section 5: Chronic Failure — Termination Right

5.1 Chronic Failure Event

A "Chronic Failure Event" shall be deemed to have occurred if the monthly Availability of the ClaimsIQ™ platform, as measured in accordance with this Exhibit B, falls below ninety-nine percent (99.0%) in any three (3) consecutive calendar months. For purposes of this determination, each calendar month shall be evaluated independently, and the 99.0% threshold applies after exclusion of Scheduled Maintenance and Excused Downtime.

5.2 Termination Right

Upon the occurrence of a Chronic Failure Event, Quorum shall have the right to terminate the Agreement for cause by providing written notice to Clearpoint. Such termination notice must be delivered to Clearpoint within sixty (60) calendar days following the conclusion of the third consecutive calendar month in which Availability fell below 99.0%. The termination shall be effective thirty (30) days following Clearpoint's receipt of Quorum's written termination notice (the "Termination Effective Date"). Clearpoint shall not have a cure period with respect to a Chronic Failure Event, as the three consecutive months of sub-99.0% Availability shall be deemed to constitute a pattern of material non-performance that is not subject to cure under the Agreement's general cure provisions.

5.3 Pro-Rata Refund

In the event of termination pursuant to this Section 5, Clearpoint shall refund to Quorum a pro-rata portion of all prepaid but unused Subscription Fees, calculated on a daily basis from the Termination Effective Date through the end of the then-current annual subscription period. Such refund shall be paid by wire transfer to an account designated by Quorum within thirty (30) days of the Termination Effective Date. For the avoidance of doubt, the pro-rata refund shall be calculated based on the actual Annual Contract Value for the contract year in which the termination occurs.

5.4 Survival of Other Remedies

The termination right set forth in this Section 5 is in addition to, and not in lieu of, any other rights or remedies available to Quorum under the Agreement or at law or in equity, including, without limitation, any indemnification obligations of Clearpoint under the Agreement, data portability and transition assistance rights under Exhibit C (Data Processing Addendum), and the survival provisions of the Agreement. Upon termination pursuant to this Section 5, Clearpoint shall comply with all applicable data return and deletion obligations as set forth in Exhibit C and shall provide reasonable transition assistance to Quorum for a period of not less than ninety (90) days following the Termination Effective Date, as further described in the Agreement.

Section 6: Incident Classification and Response Times

6.1 Severity Levels

Clearpoint shall classify all incidents affecting the ClaimsIQ™ platform in accordance with the following severity levels. The initial severity classification shall be made by Clearpoint in consultation with Quorum's designated SLA contact, and Quorum shall have the right to request reclassification of any incident to a higher severity level upon reasonable justification.

6.2 Initial Response Times

Clearpoint shall acknowledge and respond to reported incidents within the time frames set forth below, measured from the time the incident is reported to Clearpoint (whether by Quorum or detected by Clearpoint's automated monitoring systems):

For purposes of this Section 6, "business hours" are defined as Monday through Friday, 8:00 AM to 8:00 PM Eastern Time, excluding the following federal holidays: New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. If a federal holiday falls on a Saturday, the preceding Friday shall be treated as a non-business day; if a federal holiday falls on a Sunday, the following Monday shall be treated as a non-business day.

Notwithstanding the foregoing, Severity 1 (Critical) incidents are subject to a twenty-four hours per day, seven days per week, three hundred sixty-five days per year (24/7/365) response obligation, regardless of whether the incident is reported or detected during or outside of business hours.

The "Target Resolution Time" set forth above represents Clearpoint's commercially reasonable target for resolving incidents of the applicable severity level. While Clearpoint shall use commercially reasonable efforts to resolve all incidents within the Target Resolution Time, failure to do so shall not, standing alone, constitute a separate breach of this SLA (provided that Downtime resulting from unresolved incidents continues to be counted toward the Availability calculation). However, persistent failure to meet Target Resolution Times may be considered in the context of escalation procedures under Section 7 and quarterly and annual service reviews under Section 11.

6.3 Communication During Incidents

Clearpoint shall maintain active communication with Quorum during all open incidents in accordance with the following protocols:

(a) Severity 1 (Critical) incidents: Clearpoint shall provide status updates to Quorum's designated SLA contact (and any additional contacts designated by Quorum for critical incident notifications) every thirty (30) minutes from the time the incident is first acknowledged until the incident is fully resolved or downgraded to a lower severity level. Each status update shall include a description of the current status, the actions taken since the prior update, the next steps planned, and the estimated time to resolution.

(b) Severity 2 (High) incidents: Clearpoint shall provide status updates to Quorum's designated SLA contact every sixty (60) minutes during business hours. If a Severity 2 incident remains unresolved at the end of a business day, Clearpoint shall provide an end-of-day summary and shall resume hourly updates at the start of the next business day (unless the incident has been escalated to Severity 1, in which case the Severity 1 communication protocols shall apply).

(c) Severity 3 and Severity 4 incidents: Clearpoint shall provide updates at reasonable intervals as requested by Quorum, and in no event less frequently than once per business day for Severity 3 incidents and once every two (2) business days for Severity 4 incidents, until the incident is resolved or closed by mutual agreement.

All incident communications shall be provided via email to Quorum's designated SLA contact, with real-time verbal notifications by telephone for Severity 1 incidents.

Section 7: Escalation Procedures

7.1 Escalation Matrix

The following escalation matrix shall apply to incidents that are not resolved within the applicable Target Resolution Times or that otherwise require escalation based on severity, business impact, or recurrence:

Clearpoint shall ensure that the individuals identified in the escalation matrix above (or their designated alternates, who shall be identified to Quorum in writing) are available to respond within the applicable response times for the relevant severity level.

7.2 Quorum Escalation Contacts

Quorum designates the following individuals as its escalation contacts for purposes of this Exhibit B:

Primary SLA Contact: Derek Langston, Chief Information Officer, Quorum Insurance Holdings Corp. (d.langston@quoruminsurance.com; (860) 555-2140)

Secondary Contact: Malcolm Tsai, VP of Procurement, Quorum Insurance Holdings Corp. (m.tsai@quoruminsurance.com; (860) 555-2188)

Legal Escalation: Patricia Okonkwo, General Counsel, Quorum Insurance Holdings Corp. (p.okonkwo@quoruminsurance.com; (860) 555-2101) — for matters involving contractual remedies, Service Credit disputes, and termination rights

Quorum may update its escalation contacts at any time upon written notice to Clearpoint. Clearpoint shall acknowledge receipt of any such update within two (2) business days.

7.3 Escalation Process

Either party may escalate an incident at any time by providing written or verbal notice to the appropriate escalation contact identified in Section 7.1 or Section 7.2, as applicable. Each escalation level shall acknowledge the escalation within the applicable initial response time for the incident's then-current severity level. Escalation does not require that the applicable Target Resolution Time for the current escalation level has been exceeded; either party may escalate at any time based on the business impact of the incident or other relevant considerations. Upon escalation, the escalation contact shall assume primary responsibility for coordinating the resolution of the incident and shall provide Quorum with a revised action plan and estimated time to resolution within one (1) hour of acknowledging the escalation (or, for Level 3 and Level 4 escalations, within two (2) hours).

Section 8: Planned Maintenance Procedures

8.1 Maintenance Windows

The standard Scheduled Maintenance window for the ClaimsIQ™ platform is Sundays, 2:00 AM to 6:00 AM Eastern Time. Clearpoint shall not exceed a maximum of four (4) hours of Scheduled Maintenance in any single calendar month. Clearpoint shall use commercially reasonable efforts to complete all Scheduled Maintenance within the minimum time necessary to accomplish the stated maintenance objectives, and in no event shall a single Scheduled Maintenance event exceed four (4) hours in duration without Quorum's prior written consent.

8.2 Advance Notice

Clearpoint shall provide Quorum with no less than seventy-two (72) hours' advance written notice of any Scheduled Maintenance. Such notice shall be delivered via email to Quorum's designated SLA contact and shall include the following information:

(a) the date and anticipated start and end times of the maintenance window;

(b) the scope and nature of the maintenance to be performed (e.g., infrastructure patching, database optimization, software upgrade, configuration change);

(d) the specific modules, features, or components of the Platform expected to be affected during the maintenance window; and

(e) the expected impact on end users, including whether users will experience complete unavailability, partial degradation, or no user-facing impact.

8.3 Emergency Maintenance

Emergency Maintenance may be performed outside the standard Scheduled Maintenance window when Clearpoint reasonably determines that such maintenance is necessary to address critical security vulnerabilities (including zero-day exploits, active intrusion attempts, or vulnerabilities with a CVSS score of 9.0 or above), imminent system failures, or other conditions that, if left unaddressed, could result in a material threat to the security, integrity, or availability of the Platform or Customer Data. Clearpoint shall provide Quorum with at least four (4) hours' advance notice of Emergency Maintenance where practicable. If four (4) hours' notice is not practicable due to the severity and immediacy of the threat, Clearpoint shall notify Quorum as soon as reasonably possible, and in no event later than the commencement of the Emergency Maintenance. Emergency Maintenance shall be counted as Downtime for purposes of the Availability calculation unless such Emergency Maintenance falls within the standard Scheduled Maintenance window and does not cause the aggregate Scheduled Maintenance in the applicable calendar month to exceed the four (4)-hour allotment.

8.4 Maintenance Coordination

For any maintenance event (whether Scheduled or Emergency) that is expected to affect Quorum's claims-processing operations across Strathmore Mutual Insurance, Dallas, and Jacksonville locations, Clearpoint shall coordinate the timing and execution of such maintenance with Quorum's IT operations team. Such coordination shall include, at a minimum, a pre-maintenance call or email exchange to confirm the maintenance window, discuss potential impacts on active claims-processing workflows, and agree upon any additional precautions or accommodations (such as staggered rollouts or pre-maintenance data backups) that may be appropriate to minimize business disruption.

Section 9: Performance Benchmarks

9.1 Response Time Standards

In addition to the Availability commitments set forth in Section 3, Clearpoint shall maintain the following performance benchmarks for the ClaimsIQ™ platform during normal operating conditions (measured at the 95th percentile across all authorized users during business hours):

(a) Analytics Dashboard Page Load Time: The analytics dashboard shall load and render fully within three (3) seconds or less (95th percentile) from the time a user initiates a page request.

(b) Claims Triage Processing Time: The claims triage module shall process and return results for each individual claim submission within five (5) seconds or less (95th percentile) from the time of submission.

(c) Fraud Detection Scoring: The fraud detection module shall generate and return a fraud risk score for each claim within ten (10) seconds or less (95th percentile) from the time the scoring request is initiated.

(d) Report Generation: Standard reports (pre-configured templates) shall be generated and made available for download or display within thirty (30) seconds or less. Complex or custom reports (user-configured ad hoc queries, multi-dimensional analyses, or reports spanning more than twelve (12) months of historical data) shall be generated within one hundred twenty (120) seconds or less.

9.2 Throughput. The ClaimsIQ™ platform shall support concurrent access by up to one thousand two hundred (1,200) named users without material degradation of the performance benchmarks set forth in Section 9.1. "Concurrent access" for purposes of this Section 9.2 means simultaneous active sessions by authorized users engaged in interactive use of one or more Platform modules. Clearpoint shall conduct periodic load testing to validate the Platform's ability to meet this throughput requirement and shall make the results of such testing available to Quorum upon request.

9.3 Monitoring. Clearpoint shall continuously monitor and measure the performance metrics described in this Section 9 using application performance monitoring tools. Performance benchmark data shall be included in the monthly Availability Reports delivered to Quorum pursuant to Section 3.2, including trend data over the preceding three (3) Measurement Periods. Persistent failure to meet the performance benchmarks set forth in this Section 9 — defined as failure to satisfy one or more benchmarks in three (3) or more months within any rolling six (6)-month period — shall constitute a material breach of this Exhibit B, subject to the cure provisions set forth in the Agreement (thirty (30) days' written notice and opportunity to cure).

Section 10: Disaster Recovery and Business Continuity

10.1 Recovery Point Objective (RPO)

Clearpoint shall maintain backup and replication procedures sufficient to ensure that, in the event of a disaster or catastrophic system failure, maximum data loss with respect to Customer Data does not exceed one (1) hour. The RPO commitment applies to all Customer Data stored within the ClaimsIQ™ platform, including claims data, fraud detection records, analytics configurations, user settings, and audit logs. Clearpoint shall utilize continuous or near-continuous data replication to a geographically separate disaster recovery site to support this RPO commitment.

10.2 Recovery Time Objective (RTO)

In the event of a declared disaster affecting the primary hosting environment, Clearpoint shall restore full operational capability of the ClaimsIQ™ platform within four (4) hours of the disaster declaration (the "RTO"). Clearpoint shall maintain documented disaster recovery procedures and runbooks sufficient to enable its operations and engineering teams to achieve the RTO. Clearpoint shall notify Quorum's designated SLA contact immediately upon declaring a disaster event and shall provide status updates every thirty (30) minutes until the Platform is fully restored.

10.3 Disaster Recovery Testing

Clearpoint shall conduct comprehensive disaster recovery tests at least twice per year (approximately every six (6) months). Each disaster recovery test shall simulate a complete failure of the primary hosting environment and validate Clearpoint's ability to meet both the RPO and RTO commitments set forth in this Section 10. Clearpoint shall provide Quorum with a written summary of the results of each disaster recovery test within thirty (30) days of the completion of the test, including a description of the test scenario, the actual recovery point achieved, the actual recovery time achieved, any issues or gaps identified during the test, and the corrective actions planned or implemented.

10.4 Hosting Infrastructure

The ClaimsIQ™ platform is hosted on Cobalt Cloud Infrastructure, Inc. infrastructure with geographically redundant data centers located within the continental United States. Clearpoint shall maintain multi-region failover capability to support the RPO and RTO commitments set forth in this Section 10. Clearpoint shall not migrate the Platform to a different hosting provider or materially alter the geographic distribution of hosting infrastructure without providing Quorum with no less than ninety (90) days' prior written notice and obtaining Quorum's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.

Section 11: Reporting and Governance

11.1 Monthly Reports

Within ten (10) business days following the end of each calendar month, Clearpoint shall deliver to Quorum a comprehensive written report (the "Monthly Service Report") containing the following information:

(a) the Availability percentage for the Measurement Period, calculated in accordance with Section 2.1;

(b) a detailed Downtime log listing each Downtime event, including start time, end time, duration, affected modules, root cause (if determined), and corrective actions taken;

(c) incident summaries categorized by severity level, including the number of incidents at each severity level, initial response times achieved, and resolution times achieved;

(d) Service Credit calculations for the Measurement Period, if applicable, including the Availability shortfall, the number of 0.1% increments, and the total Service Credit amount;

(e) performance benchmark metrics as described in Section 9, including page load times, claims triage processing times, fraud detection scoring times, and report generation times, presented at the 95th percentile; and

(f) a maintenance summary listing all Scheduled Maintenance and Emergency Maintenance events performed during the Measurement Period, including dates, times, durations, and descriptions.

11.2 Quarterly Service Reviews

The parties shall conduct quarterly service review meetings (each, a "QSR") to discuss platform performance, SLA compliance, pending issues, open incidents, planned enhancements, and any other topics relevant to the ongoing operation and optimization of the ClaimsIQ™ platform. Quarterly service reviews shall be held within thirty (30) days following the end of each calendar quarter (i.e., by the end of January, April, July, and October), and may be conducted in person or via videoconference, as mutually agreed. Attendees at each QSR shall include, at a minimum, Quorum's Chief Information Officer (Derek Langston) or his designee and Clearpoint's VP of Product & Engineering (Samuel Otieno) or his designee. Either party may invite additional attendees as reasonably appropriate.

Clearpoint shall prepare and distribute a written agenda for each QSR at least five (5) business days in advance, and shall circulate meeting minutes within five (5) business days following each QSR. Action items identified during the QSR shall be tracked to completion and reviewed at the subsequent QSR.

11.3 Annual Service Review

In addition to the quarterly service reviews, the parties shall conduct an annual comprehensive review (the "Annual Service Review") to assess overall SLA performance for the preceding contract year, identify trends and patterns in platform availability and performance, discuss any proposed amendments to this Exhibit B, and plan for the upcoming contract year. The Annual Service Review shall be held within sixty (60) days following each anniversary of the Effective Date and shall include senior leadership from both parties. Any amendments to this Exhibit B resulting from the Annual Service Review shall be subject to mutual written agreement in accordance with Section 13.

Section 12: Remedies and Relationship to Agreement

12.1 Service Credits as Exclusive Financial Remedy for Uptime Shortfalls

The Service Credits set forth in Section 4 of this Exhibit B constitute Quorum's sole and exclusive financial remedy for Clearpoint's failure to meet the Uptime Threshold in any Measurement Period. This limitation on remedies applies solely to financial remedies for Uptime Threshold shortfalls and does not affect, limit, or restrict: (a) Quorum's termination rights under Section 5 in the event of a Chronic Failure Event; (b) Quorum's rights under the Agreement with respect to breaches of representations, warranties, or covenants (other than the Uptime Threshold commitment); (c) Quorum's rights to indemnification under the Agreement; or (d) any other remedies expressly preserved under the Agreement.

12.2 Relationship to Liability Cap

Service Credits issued or payable under this Exhibit B are not subject to, and shall not count against or be applied toward, the general limitation of liability set forth in the Agreement, which caps Clearpoint's aggregate liability at Seven Million Dollars ($7,000,000) (one times (1×) the Total Contract Value). Service Credits represent a separately calculated and independently enforceable remedy that exists alongside, and does not diminish, the liability cap.

12.3 Relationship to Indemnification

Nothing in this Exhibit B shall be construed to limit, restrict, or waive Clearpoint's indemnification obligations under the Agreement, including, without limitation: (a) Clearpoint's uncapped indemnification obligation with respect to data breaches resulting from Clearpoint's negligence or willful misconduct; and (b) Clearpoint's intellectual property infringement indemnification obligation, which is capped at Fourteen Million Dollars ($14,000,000) (two times (2×) the Total Contract Value). The Service Credit mechanism and the indemnification provisions of the Agreement address distinct categories of harm and are intended to operate independently of one another.

12.4 Injunctive Relief

Notwithstanding any exclusive-remedy or limitation-of-liability provisions set forth in this Exhibit B or the Agreement, Quorum retains the right to seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable relief in any state or federal court of competent jurisdiction sitting in Hartford, Connecticut, as provided in the Agreement. The parties acknowledge that a breach of the service level commitments set forth in this Exhibit B may cause irreparable harm to Quorum that cannot be adequately remedied by Service Credits alone, and Quorum shall not be required to post a bond or other security as a condition to seeking equitable relief, to the extent permitted by applicable law.

Section 13: Modifications

This Exhibit B may be modified, amended, or supplemented only by a written instrument duly executed by authorized representatives of both Quorum and Clearpoint. No oral agreement, course of dealing, or course of performance shall operate to modify the terms of this SLA. Without limiting the generality of the foregoing, Clearpoint shall not unilaterally reduce the Uptime Threshold, increase the frequency or duration of Scheduled Maintenance windows, lengthen initial response times or target resolution times, modify the Service Credit calculation methodology, or otherwise amend or diminish the SLA commitments set forth in this Exhibit B during the Subscription Term without Quorum's prior written consent. Any amendment proposed by either party shall be discussed during the applicable Quarterly Service Review or Annual Service Review and shall not become effective until executed in writing by both parties.

Section 14: General Provisions

14.1 Governing Law

This Exhibit B shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflicts-of-law principles or rules that would direct the application of the laws of another jurisdiction, consistent with the governing law provision of the Agreement.

14.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Exhibit B, including, without limitation, disputes regarding Service Credit calculations, Availability measurements, Chronic Failure Events, or the interpretation of any provision hereof, shall be resolved in accordance with the dispute resolution provisions of the Agreement. As set forth in the Agreement, the dispute resolution process consists of: (a) mandatory mediation administered by Pinnacle Dispute Resolution Services, with the mediation to be conducted in Hartford, Connecticut; followed, if mediation does not resolve the dispute within sixty (60) days, by (b) binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), with the seat of arbitration in Hartford, Connecticut, and the arbitration to be conducted by a single arbitrator selected in accordance with AAA procedures. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction as provided in Section 12.4 without first submitting to mediation or arbitration.

14.3 Conflict. In the event of any conflict or inconsistency between the terms of this Exhibit B and the terms of the body of the Agreement, the terms of this Exhibit B shall govern and control with respect to service level commitments, Availability, Downtime, Scheduled Maintenance, Emergency Maintenance, Service Credits, incident classification and response, performance benchmarks, disaster recovery commitments, and chronic failure termination rights. For all other matters not specifically addressed in this Exhibit B, the terms of the Agreement shall control.

14.4 Entire Agreement

This Exhibit B, together with the Agreement and the following complementary exhibits attached thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to such subject matter:

• Exhibit A — Statement of Work / Service Description

• Exhibit C — Data Processing Addendum

• Exhibit D — Security Requirements

Each of the foregoing exhibits is incorporated by reference into the Agreement and, together with the Agreement and this Exhibit B, forms a single, integrated contractual framework governing the parties' rights and obligations with respect to the ClaimsIQ™ platform.

Signature block / Acknowledgment

This Exhibit B is incorporated into and forms part of the Enterprise SaaS Subscription Agreement effective as of April 26, 2024. By executing this Exhibit B below, each party acknowledges that it has read, understood, and agreed to be bound by the terms and conditions set forth herein, and that the individual signing on behalf of such party is duly authorized to execute this Exhibit B.

IN WITNESS WHEREOF, the parties have caused this Exhibit B to be executed by their duly authorized representatives as of the date set forth below.

QUORUM INSURANCE HOLDINGS CORP.

By: ________

Name: Patricia Okonkwo

Title: General Counsel

Date: ________

CLEARPOINT ANALYTICS, INC.

By: ________

Name: Anita Rajan

Title: Chief Executive Officer & Co-Founder

Date: ________

APPENDIX B-1

SERVICE CREDIT CALCULATION EXAMPLES

The following table provides illustrative examples of Service Credit calculations under Section 4 of this Exhibit B. All examples are based on the Year 1 Monthly Subscription Fee of $116,667. Service Credits for contract Years 2 through 5 will be recalculated based on the applicable Annual Contract Value for the relevant contract year, as adjusted pursuant to the CPI escalator provisions of the Agreement (capped at 3.5% per annum).

Notes:

1. Service Credit amounts are rounded to the nearest dollar. In the event of any rounding discrepancy, the calculation shall be resolved in favor of Quorum.

2. The maximum aggregate Service Credit in any single Measurement Period is $17,500 (15% of the Year 1 Monthly Subscription Fee of $116,667), regardless of the actual number of 0.1% shortfall increments. For subsequent contract years, the 15% cap shall be applied to the then-applicable Monthly Subscription Fee.

3. For contract Years 2 through 5, the Monthly Subscription Fee will be adjusted in accordance with the CPI escalator provision of the Agreement, capped at 3.5% per annum. By way of illustration, if the Year 2 Annual Contract Value is $1,449,000 (reflecting a 3.5% increase), the Year 2 Monthly Subscription Fee would be $120,750, and the Service Credit per 0.1% shortfall increment would be $2,415 (2% of $120,750), with a maximum monthly Service Credit of $18,113 (15% of $120,750).

4. Service Credits are calculated independently for each Measurement Period and are not cumulative across Measurement Periods for purposes of the 15% monthly cap (i.e., the cap resets each calendar month).

5. If Availability falls below 99.0% in any three (3) consecutive calendar months, a Chronic Failure Event is triggered under Section 5 of this Exhibit B, entitling Quorum to terminate the Agreement for cause, in addition to any Service Credits accrued during such period.

End of Exhibit B — Service Level Agreement

Severity Level	Description	Example
Severity 1 (Critical)	The ClaimsIQ™ platform is completely unavailable or a core function (claims triage, fraud detection, or analytics dashboards) is inoperable, affecting all or substantially all authorized users across one or more deployment locations. Business operations are halted or severely impaired with no available workaround.	Complete platform outage; database failure affecting all three deployment locations (Hartford, Dallas, Jacksonville); authentication system failure preventing all user logins.
Severity 2 (High)	Significant degradation of platform performance or a core function is materially impaired, affecting a substantial number of authorized users. A workaround may or may not be available, but normal business operations are materially disrupted.	Fraud detection module returning errors for one deployment location; response times exceeding three times (3×) normal baseline; claims triage module experiencing intermittent failures for a majority of users at one location.
Severity 3 (Medium)	Partial functionality is impaired but a reasonable workaround exists and is available to affected users. Impact is limited to a subset of users or non-critical functionality, and core business operations can continue with moderate inconvenience.	Dashboard export feature unavailable; intermittent timeout errors for a subset of users at a single location; batch processing delays for non-urgent reporting functions.
Severity 4 (Low)	Minor issue with negligible impact on platform functionality. The issue is cosmetic in nature, involves a non-critical defect, or affects a single user or a de minimis number of users. Core business operations are unaffected.	User interface display anomaly; minor reporting formatting issue; tooltip text error; documentation discrepancy.
Severity Level	Initial Response Time	Target Resolution Time
Severity 1 (Critical)	Fifteen (15) minutes	Four (4) hours
Severity 2 (High)	Thirty (30) minutes	Eight (8) hours
Severity 3 (Medium)	Four (4) business hours	Two (2) business days
Severity 4 (Low)	One (1) business day	Next scheduled release or ten (10) business days, whichever is earlier
Escalation Level	Clearpoint Contact	Trigger
Level 1 (Initial)	Clearpoint Support Operations Team (support-ops@clearpoint.io)	All incidents upon initial report
Level 2 (Engineering)	Samuel Otieno, VP of Product & Engineering (s.otieno@clearpoint.io)	Severity 1 incident not resolved within two (2) hours; Severity 2 incident not resolved within four (4) hours
Level 3 (Executive)	Theodore Marsh, Chief Revenue Officer (t.marsh@clearpoint.io)	Severity 1 incident not resolved within four (4) hours; repeated Severity 2 incidents (two or more) within any rolling thirty (30)-day period
Level 4 (CEO)	Anita Rajan, Chief Executive Officer (a.rajan@clearpoint.io)	Chronic Failure Event trigger under Section 5; Severity 1 incident not resolved within eight (8) hours
Monthly Availability	Shortfall Below 99.7% Threshold	Number of 0.1% Increments	Credit per Increment (2% of $116,667)	Total Service Credit
99.7% or above	None	0	—	$0 (no credit)
99.6%	0.1%	1	$2,333	$2,333
99.5%	0.2%	2	$2,333	$4,666
99.4%	0.3%	3	$2,333	$6,999
99.3%	0.4%	4	$2,333	$9,332
99.2%	0.5%	5	$2,333	$11,665
99.1%	0.6%	6	$2,333	$13,998
99.0%	0.7%	7	$2,333	$16,331
98.9% or below	0.8% or greater	8+	$2,333	Capped at $17,500 (15% of Monthly Subscription Fee)

EXHIBIT B
SERVICE LEVEL AGREEMENT
to the Enterprise SaaS Subscription Agreement
This Exhibit B (this "SLA" or "Exhibit B") is attached to, and forms an integral part of, that certain Enterprise SaaS Subscription Agreement dated April 26, 2024 (the "Agreement"), by and between:
Quorum Insurance Holdings Corp., a corporation organized and existing under the laws of the State of Delaware, with its principal offices located in Hartford, Connecticut ("Licensee" or "Quorum");
and
Clearpoint Analytics, Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal offices located in Boston, Massachusetts ("Licensor" or "Clearpoint").
Platform: ClaimsIQ™
Effective Date: April 26, 2024
Capitalized terms used but not otherwise defined in this Exhibit B shall have the meanings ascribed to them in the Agreement.
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Section 1: Purpose and Scope
1.1 This Exhibit B sets forth the service level commitments applicable to Clearpoint's provision and operation of the ClaimsIQ™ platform (the "Platform") to Quorum and its subsidiaries, including Quorum Property & Casualty Insurance Company, Quorum Specialty Underwriters, Inc., and Quorum Digital Solutions LLC (collectively with Quorum, the "Quorum Entities"), during the Subscription Term. The purpose of this SLA is to define quantitative and qualitative standards for platform availability, incident response, performance, disaster recovery, and related operational matters, and to establish the remedies available to Quorum in the event Clearpoint fails to satisfy such standards.
1.2 This SLA applies to the ClaimsIQ™ platform as deployed across Quorum's claims-processing locations in Hartford, Connecticut; Dallas, Texas; and Jacksonville, Florida, as well as to remote access by field adjusters and other authorized personnel connecting to the Platform via internet or virtual private network from locations outside the foregoing offices.
1.3 The service level commitments set forth herein cover access and use by up to one thousand two hundred (1,200) named users, as more particularly described in Exhibit A (Statement of Work / Service Description) to the Agreement. Any expansion of named-user capacity beyond this threshold shall be subject to the terms of the Agreement and may require amendment of the performance benchmarks set forth in Section 9 of this Exhibit B.
1.4 This SLA constitutes an integral part of the Agreement and is enforceable in accordance with its terms. In the event of any conflict between this Exhibit B and the body of the Agreement with respect to service level commitments, Service Credits, and chronic failure termination rights, the terms of this Exhibit B shall govern, as further described in Section 14.3 below.
Section 2: Definitions
For purposes of this Exhibit B, the following terms shall have the meanings set forth below:
2.1 "Availability" or "Uptime"
"Availability" or "Uptime" means the percentage of time in a given calendar month during which the ClaimsIQ™ platform is operational and accessible to Licensee's authorized users for the performance of core platform functions. Availability shall be calculated using the following formula:
Availability (%) = ((Total Minutes in Month – Downtime Minutes) / Total Minutes in Month) × 100
For purposes of this calculation, "Total Minutes in Month" means the total number of minutes in the applicable calendar month (e.g., 44,640 minutes for a 31-day month), and "Downtime Minutes" means the aggregate number of minutes of Downtime (as defined in Section 2.2) during such month, excluding Scheduled Maintenance, Excused Downtime, and Force Majeure Events.
2.2 "Downtime".  "Downtime" means any period of time during which the ClaimsIQ™ platform is materially unavailable or materially degraded such that Licensee's authorized users cannot access or use core platform functionality. For the avoidance of doubt, "core platform functionality" includes, without limitation, the following modules: (a) claims triage; (b) fraud detection; and (c) analytics dashboard modules. Downtime shall be measured from the earlier of (i) the time Clearpoint's automated monitoring systems detect the outage or degradation, or (ii) the time Quorum reports the outage or degradation to Clearpoint, and shall end at the time at which the Platform is restored to full operational capability as confirmed by Clearpoint's monitoring systems. Notwithstanding the foregoing, Downtime expressly excludes Scheduled Maintenance (as defined in Section 2.3), Excused Downtime (as defined in Section 2.4), and Force Majeure Events (as defined in the Agreement).
2.3 "Scheduled Maintenance"
"Scheduled Maintenance" means planned maintenance windows of up to four (4) hours per calendar month, occurring on Sundays between 2:00 AM and 6:00 AM Eastern Time. Clearpoint shall provide Quorum no less than seventy-two (72) hours' prior written notice (via email to Quorum's designated SLA contact identified in Section 7.2) of any Scheduled Maintenance. Such notice shall include a description of the scope of the maintenance, the anticipated duration, the affected modules or features, and the expected user impact. Scheduled Maintenance periods are excluded from the calculation of Availability. In no event shall Clearpoint schedule more than four (4) hours of Scheduled Maintenance in any single calendar month without Quorum's prior written consent.
2.4 "Excused Downtime"
"Excused Downtime" means any period of Downtime resulting from any of the following causes:
(a) Licensee's acts or omissions, including, without limitation, misconfiguration of Licensee's systems, networks, or software that interface with the Platform;
(b) failures or disruptions of Licensee's internet connectivity, local area network, or end-user equipment that are not caused by Clearpoint or the Platform;
(c) Licensee-requested changes, maintenance activities, or customizations performed at Quorum's direction; or
(d) Force Majeure Events, as defined in Section 15.8 of the Agreement.
Clearpoint bears the burden of demonstrating that any claimed period of Excused Downtime falls within one or more of the foregoing categories and shall provide Quorum with reasonable supporting documentation upon request.
2.5 "Emergency Maintenance"
"Emergency Maintenance" means unscheduled maintenance that Clearpoint reasonably determines is required to address critical security vulnerabilities, imminent system failures, or other conditions that, if left unaddressed, could result in a material threat to the security, integrity, or availability of the Platform or Customer Data. Clearpoint shall use commercially reasonable efforts to provide Quorum with at least four (4) hours' advance notice of any Emergency Maintenance and to schedule such Emergency Maintenance during off-peak hours (defined as 10:00 PM to 6:00 AM Eastern Time). Emergency Maintenance shall count as Downtime for purposes of the Availability calculation unless such Emergency Maintenance (i) is completed within the standard Scheduled Maintenance window described in Section 2.3 and (ii) does not cause the aggregate Scheduled Maintenance in the applicable calendar month to exceed four (4) hours.
2.6 "Monthly Subscription Fee"
"Monthly Subscription Fee" means the pro-rata monthly portion of the Annual Contract Value payable by Quorum under the Agreement, equal to One Hundred Sixteen Thousand Six Hundred Sixty-Seven Dollars ($116,667) for the initial contract year (calculated as $1,400,000 ÷ 12, rounded to the nearest dollar). For subsequent contract years, the Monthly Subscription Fee shall be recalculated based on the applicable Annual Contract Value, as adjusted in accordance with the pricing provisions of the Agreement (including any CPI escalator capped at 3.5% per annum).
2.7 "Measurement Period"
"Measurement Period" means each calendar month during the Subscription Term. For the first and last months of the Subscription Term, if such months are partial months, the Measurement Period shall be prorated based on the number of days in such partial month.
2.8 "Service Credit"
"Service Credit" means a credit against future Monthly Subscription Fees to which Quorum is entitled in accordance with Section 4 of this Exhibit B as a result of Clearpoint's failure to meet the Uptime Threshold (as defined in Section 3.1).
Section 3: Platform Availability Commitment
3.1 Uptime Commitment
Clearpoint commits to maintain Availability of the ClaimsIQ™ platform at no less than ninety-nine and seven-tenths percent (99.7%) per calendar month (the "Uptime Threshold") during the Subscription Term. The Uptime Threshold applies to the production environment of the ClaimsIQ™ platform as hosted by Cobalt Cloud Infrastructure, Inc. ("Cobalt Cloud") and made accessible to the Quorum Entities and their authorized users. Clearpoint acknowledges that Quorum's claims-processing operations are critically dependent upon continuous access to the Platform, and Clearpoint shall use commercially reasonable efforts to exceed the Uptime Threshold in each Measurement Period.
3.2 Measurement and Reporting
Clearpoint shall monitor Availability of the ClaimsIQ™ platform continuously, twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year, using industry-standard automated monitoring tools deployed at the infrastructure, application, and endpoint layers. Clearpoint shall provide Quorum with a monthly availability report (each, an "Availability Report") within ten (10) business days following the end of each calendar month. Each Availability Report shall include, at a minimum, the following information:
(a) the total number of minutes in the applicable Measurement Period;
(b) the total number of Downtime minutes recorded during the Measurement Period, excluding Scheduled Maintenance and Excused Downtime, together with a breakdown of each Downtime incident by date, start time, end time, and duration;
(c) the calculated Availability percentage for the Measurement Period, derived in accordance with the formula set forth in Section 2.1;
(d) a root cause analysis for any Downtime incident exceeding fifteen (15) consecutive minutes, including a description of the cause, the affected modules or features, the number of users impacted, and the remedial actions taken to resolve the incident and prevent recurrence; and
(e) a summary of any Scheduled Maintenance and Emergency Maintenance performed during the Measurement Period, including the date, time, duration, and scope of each maintenance event.
Availability Reports shall be delivered electronically to Quorum's designated SLA contact and to such other recipients as Quorum may designate from time to time in writing.
3.3 Audit Rights
Quorum shall have the right, upon no less than ten (10) business days' prior written notice and no more than once per calendar quarter, to audit Clearpoint's Availability records, monitoring data, incident logs, and related documentation to verify the accuracy of the Availability figures reported in the Availability Reports. Such audits may be conducted by Quorum's internal personnel or by a qualified third-party auditor designated by Quorum and reasonably acceptable to Clearpoint. Clearpoint shall cooperate in good faith with any such audit and shall provide reasonable access to relevant systems, logs, and personnel. In the event that an audit reveals that Clearpoint overstated Availability for any Measurement Period, Clearpoint shall promptly issue the appropriate Service Credits and shall reimburse Quorum for the reasonable out-of-pocket costs of the audit.
Section 4: Service Credits
4.1 Credit Calculation
For each one-tenth of one percent (0.1%) by which measured monthly Availability falls below the 99.7% Uptime Threshold in any Measurement Period, Quorum shall be entitled to receive a Service Credit equal to two percent (2%) of the applicable Monthly Subscription Fee. Based on a Year 1 Monthly Subscription Fee of $116,667, each 0.1% shortfall increment corresponds to a Service Credit of Two Thousand Three Hundred Thirty-Three Dollars ($2,333).
By way of illustration, if the measured Availability for a given calendar month is 99.4% (representing a shortfall of 0.3% below the 99.7% Uptime Threshold), the Service Credit for that Measurement Period would be calculated as follows:
3 increments × $2,333 per increment = $6,999
Additional illustrative examples are set forth in Appendix B-1 to this Exhibit B.
4.2 Maximum Monthly Service Credit
Notwithstanding Section 4.1, the aggregate Service Credits to which Quorum is entitled in any single Measurement Period shall not exceed fifteen percent (15%) of the applicable Monthly Subscription Fee. Based on a Year 1 Monthly Subscription Fee of $116,667, the maximum Service Credit in any single Measurement Period is Seventeen Thousand Five Hundred Dollars ($17,500). This cap applies regardless of the number of 0.1% shortfall increments recorded in the applicable Measurement Period.
4.3 Credit Request Procedure
Service Credits are not automatic. To receive a Service Credit, Quorum must submit a written Service Credit request to Clearpoint within thirty (30) calendar days following the end of the Measurement Period in which the Availability shortfall occurred. Each Service Credit request shall be directed to Clearpoint's VP of Product & Engineering (or such other contact as Clearpoint may designate in writing) and shall include the following information:
(a) the applicable Measurement Period;
(b) the specific dates and times of observed Downtime events supporting the claimed shortfall;
(c) the calculated Availability percentage and the resulting shortfall below the Uptime Threshold; and
(d) the calculated Service Credit amount.
Clearpoint shall review each Service Credit request and respond in writing within fifteen (15) business days following receipt thereof. Clearpoint's response shall either (i) confirm the Service Credit amount as set forth in Quorum's request, or (ii) provide a good-faith dispute of the claimed shortfall, accompanied by supporting monitoring data and a reasoned explanation. If Clearpoint disputes the request, the parties shall endeavor in good faith to resolve the dispute within thirty (30) calendar days. If the parties are unable to resolve the dispute within such thirty (30)-day period, the dispute shall be escalated and resolved in accordance with the dispute resolution provisions of the Agreement, including mandatory mediation administered by Pinnacle Dispute Resolution Services in Hartford, Connecticut, followed by binding arbitration under the AAA Commercial Arbitration Rules, with the seat of arbitration in Hartford, Connecticut.
4.4 Application of Service Credits
Approved Service Credits shall be applied as a credit against the next invoice issued to Quorum following the date on which the Service Credit is confirmed or otherwise determined to be payable. Service Credits constitute Quorum's sole and exclusive financial remedy for Clearpoint's failure to meet the Uptime Threshold during any Measurement Period, except as expressly set forth in Section 5 of this Exhibit B regarding Chronic Failure Events and the termination rights arising therefrom. For the avoidance of doubt, Service Credits do not limit, restrict, or otherwise affect Quorum's rights or remedies under the Agreement with respect to breaches of representations, warranties, or covenants other than the Uptime Threshold commitment.
Service Credits are not convertible to cash refunds during the Subscription Term. However, upon termination or expiration of the Agreement, any accrued but unapplied Service Credits shall be refunded to Quorum in cash within thirty (30) days following the effective date of such termination or expiration, as applicable.
Section 5: Chronic Failure — Termination Right
5.1 Chronic Failure Event
A "Chronic Failure Event" shall be deemed to have occurred if the monthly Availability of the ClaimsIQ™ platform, as measured in accordance with this Exhibit B, falls below ninety-nine percent (99.0%) in any three (3) consecutive calendar months. For purposes of this determination, each calendar month shall be evaluated independently, and the 99.0% threshold applies after exclusion of Scheduled Maintenance and Excused Downtime.
5.2 Termination Right
Upon the occurrence of a Chronic Failure Event, Quorum shall have the right to terminate the Agreement for cause by providing written notice to Clearpoint. Such termination notice must be delivered to Clearpoint within sixty (60) calendar days following the conclusion of the third consecutive calendar month in which Availability fell below 99.0%. The termination shall be effective thirty (30) days following Clearpoint's receipt of Quorum's written termination notice (the "Termination Effective Date"). Clearpoint shall not have a cure period with respect to a Chronic Failure Event, as the three consecutive months of sub-99.0% Availability shall be deemed to constitute a pattern of material non-performance that is not subject to cure under the Agreement's general cure provisions.
5.3 Pro-Rata Refund
In the event of termination pursuant to this Section 5, Clearpoint shall refund to Quorum a pro-rata portion of all prepaid but unused Subscription Fees, calculated on a daily basis from the Termination Effective Date through the end of the then-current annual subscription period. Such refund shall be paid by wire transfer to an account designated by Quorum within thirty (30) days of the Termination Effective Date. For the avoidance of doubt, the pro-rata refund shall be calculated based on the actual Annual Contract Value for the contract year in which the termination occurs.
5.4 Survival of Other Remedies
The termination right set forth in this Section 5 is in addition to, and not in lieu of, any other rights or remedies available to Quorum under the Agreement or at law or in equity, including, without limitation, any indemnification obligations of Clearpoint under the Agreement, data portability and transition assistance rights under Exhibit C (Data Processing Addendum), and the survival provisions of the Agreement. Upon termination pursuant to this Section 5, Clearpoint shall comply with all applicable data return and deletion obligations as set forth in Exhibit C and shall provide reasonable transition assistance to Quorum for a period of not less than ninety (90) days following the Termination Effective Date, as further described in the Agreement.
Section 6: Incident Classification and Response Times
6.1 Severity Levels
Clearpoint shall classify all incidents affecting the ClaimsIQ™ platform in accordance with the following severity levels. The initial severity classification shall be made by Clearpoint in consultation with Quorum's designated SLA contact, and Quorum shall have the right to request reclassification of any incident to a higher severity level upon reasonable justification.
6.2 Initial Response Times
Clearpoint shall acknowledge and respond to reported incidents within the time frames set forth below, measured from the time the incident is reported to Clearpoint (whether by Quorum or detected by Clearpoint's automated monitoring systems):
For purposes of this Section 6, "business hours" are defined as Monday through Friday, 8:00 AM to 8:00 PM Eastern Time, excluding the following federal holidays: New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Memorial Day, Juneteenth, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. If a federal holiday falls on a Saturday, the preceding Friday shall be treated as a non-business day; if a federal holiday falls on a Sunday, the following Monday shall be treated as a non-business day.
Notwithstanding the foregoing, Severity 1 (Critical) incidents are subject to a twenty-four hours per day, seven days per week, three hundred sixty-five days per year (24/7/365) response obligation, regardless of whether the incident is reported or detected during or outside of business hours.
The "Target Resolution Time" set forth above represents Clearpoint's commercially reasonable target for resolving incidents of the applicable severity level. While Clearpoint shall use commercially reasonable efforts to resolve all incidents within the Target Resolution Time, failure to do so shall not, standing alone, constitute a separate breach of this SLA (provided that Downtime resulting from unresolved incidents continues to be counted toward the Availability calculation). However, persistent failure to meet Target Resolution Times may be considered in the context of escalation procedures under Section 7 and quarterly and annual service reviews under Section 11.
6.3 Communication During Incidents
Clearpoint shall maintain active communication with Quorum during all open incidents in accordance with the following protocols:
(a) Severity 1 (Critical) incidents: Clearpoint shall provide status updates to Quorum's designated SLA contact (and any additional contacts designated by Quorum for critical incident notifications) every thirty (30) minutes from the time the incident is first acknowledged until the incident is fully resolved or downgraded to a lower severity level. Each status update shall include a description of the current status, the actions taken since the prior update, the next steps planned, and the estimated time to resolution.
(b) Severity 2 (High) incidents: Clearpoint shall provide status updates to Quorum's designated SLA contact every sixty (60) minutes during business hours. If a Severity 2 incident remains unresolved at the end of a business day, Clearpoint shall provide an end-of-day summary and shall resume hourly updates at the start of the next business day (unless the incident has been escalated to Severity 1, in which case the Severity 1 communication protocols shall apply).
(c) Severity 3 and Severity 4 incidents: Clearpoint shall provide updates at reasonable intervals as requested by Quorum, and in no event less frequently than once per business day for Severity 3 incidents and once every two (2) business days for Severity 4 incidents, until the incident is resolved or closed by mutual agreement.
All incident communications shall be provided via email to Quorum's designated SLA contact, with real-time verbal notifications by telephone for Severity 1 incidents.
Section 7: Escalation Procedures
7.1 Escalation Matrix
The following escalation matrix shall apply to incidents that are not resolved within the applicable Target Resolution Times or that otherwise require escalation based on severity, business impact, or recurrence:
Clearpoint shall ensure that the individuals identified in the escalation matrix above (or their designated alternates, who shall be identified to Quorum in writing) are available to respond within the applicable response times for the relevant severity level.
7.2 Quorum Escalation Contacts
Quorum designates the following individuals as its escalation contacts for purposes of this Exhibit B:
Primary SLA Contact: Derek Langston, Chief Information Officer, Quorum Insurance Holdings Corp. (d.langston@quoruminsurance.com; (860) 555-2140)
Secondary Contact: Malcolm Tsai, VP of Procurement, Quorum Insurance Holdings Corp. (m.tsai@quoruminsurance.com; (860) 555-2188)
Legal Escalation: Patricia Okonkwo, General Counsel, Quorum Insurance Holdings Corp. (p.okonkwo@quoruminsurance.com; (860) 555-2101) — for matters involving contractual remedies, Service Credit disputes, and termination rights
Quorum may update its escalation contacts at any time upon written notice to Clearpoint. Clearpoint shall acknowledge receipt of any such update within two (2) business days.
7.3 Escalation Process
Either party may escalate an incident at any time by providing written or verbal notice to the appropriate escalation contact identified in Section 7.1 or Section 7.2, as applicable. Each escalation level shall acknowledge the escalation within the applicable initial response time for the incident's then-current severity level. Escalation does not require that the applicable Target Resolution Time for the current escalation level has been exceeded; either party may escalate at any time based on the business impact of the incident or other relevant considerations. Upon escalation, the escalation contact shall assume primary responsibility for coordinating the resolution of the incident and shall provide Quorum with a revised action plan and estimated time to resolution within one (1) hour of acknowledging the escalation (or, for Level 3 and Level 4 escalations, within two (2) hours).
Section 8: Planned Maintenance Procedures
8.1 Maintenance Windows
The standard Scheduled Maintenance window for the ClaimsIQ™ platform is Sundays, 2:00 AM to 6:00 AM Eastern Time. Clearpoint shall not exceed a maximum of four (4) hours of Scheduled Maintenance in any single calendar month. Clearpoint shall use commercially reasonable efforts to complete all Scheduled Maintenance within the minimum time necessary to accomplish the stated maintenance objectives, and in no event shall a single Scheduled Maintenance event exceed four (4) hours in duration without Quorum's prior written consent.
8.2 Advance Notice
Clearpoint shall provide Quorum with no less than seventy-two (72) hours' advance written notice of any Scheduled Maintenance. Such notice shall be delivered via email to Quorum's designated SLA contact and shall include the following information:
(a) the date and anticipated start and end times of the maintenance window;
(b) the scope and nature of the maintenance to be performed (e.g., infrastructure patching, database optimization, software upgrade, configuration change);
(c) the anticipated duration of the maintenance;
(d) the specific modules, features, or components of the Platform expected to be affected during the maintenance window; and
(e) the expected impact on end users, including whether users will experience complete unavailability, partial degradation, or no user-facing impact.
8.3 Emergency Maintenance
Emergency Maintenance may be performed outside the standard Scheduled Maintenance window when Clearpoint reasonably determines that such maintenance is necessary to address critical security vulnerabilities (including zero-day exploits, active intrusion attempts, or vulnerabilities with a CVSS score of 9.0 or above), imminent system failures, or other conditions that, if left unaddressed, could result in a material threat to the security, integrity, or availability of the Platform or Customer Data. Clearpoint shall provide Quorum with at least four (4) hours' advance notice of Emergency Maintenance where practicable. If four (4) hours' notice is not practicable due to the severity and immediacy of the threat, Clearpoint shall notify Quorum as soon as reasonably possible, and in no event later than the commencement of the Emergency Maintenance. Emergency Maintenance shall be counted as Downtime for purposes of the Availability calculation unless such Emergency Maintenance falls within the standard Scheduled Maintenance window and does not cause the aggregate Scheduled Maintenance in the applicable calendar month to exceed the four (4)-hour allotment.
8.4 Maintenance Coordination
For any maintenance event (whether Scheduled or Emergency) that is expected to affect Quorum's claims-processing operations across Strathmore Mutual Insurance, Dallas, and Jacksonville locations, Clearpoint shall coordinate the timing and execution of such maintenance with Quorum's IT operations team. Such coordination shall include, at a minimum, a pre-maintenance call or email exchange to confirm the maintenance window, discuss potential impacts on active claims-processing workflows, and agree upon any additional precautions or accommodations (such as staggered rollouts or pre-maintenance data backups) that may be appropriate to minimize business disruption.
Section 9: Performance Benchmarks
9.1 Response Time Standards
In addition to the Availability commitments set forth in Section 3, Clearpoint shall maintain the following performance benchmarks for the ClaimsIQ™ platform during normal operating conditions (measured at the 95th percentile across all authorized users during business hours):
(a) Analytics Dashboard Page Load Time: The analytics dashboard shall load and render fully within three (3) seconds or less (95th percentile) from the time a user initiates a page request.
(b) Claims Triage Processing Time: The claims triage module shall process and return results for each individual claim submission within five (5) seconds or less (95th percentile) from the time of submission.
(c) Fraud Detection Scoring: The fraud detection module shall generate and return a fraud risk score for each claim within ten (10) seconds or less (95th percentile) from the time the scoring request is initiated.
(d) Report Generation: Standard reports (pre-configured templates) shall be generated and made available for download or display within thirty (30) seconds or less. Complex or custom reports (user-configured ad hoc queries, multi-dimensional analyses, or reports spanning more than twelve (12) months of historical data) shall be generated within one hundred twenty (120) seconds or less.
9.2 Throughput.  The ClaimsIQ™ platform shall support concurrent access by up to one thousand two hundred (1,200) named users without material degradation of the performance benchmarks set forth in Section 9.1. "Concurrent access" for purposes of this Section 9.2 means simultaneous active sessions by authorized users engaged in interactive use of one or more Platform modules. Clearpoint shall conduct periodic load testing to validate the Platform's ability to meet this throughput requirement and shall make the results of such testing available to Quorum upon request.
9.3 Monitoring.  Clearpoint shall continuously monitor and measure the performance metrics described in this Section 9 using application performance monitoring tools. Performance benchmark data shall be included in the monthly Availability Reports delivered to Quorum pursuant to Section 3.2, including trend data over the preceding three (3) Measurement Periods. Persistent failure to meet the performance benchmarks set forth in this Section 9 — defined as failure to satisfy one or more benchmarks in three (3) or more months within any rolling six (6)-month period — shall constitute a material breach of this Exhibit B, subject to the cure provisions set forth in the Agreement (thirty (30) days' written notice and opportunity to cure).
Section 10: Disaster Recovery and Business Continuity
10.1 Recovery Point Objective (RPO)
Clearpoint shall maintain backup and replication procedures sufficient to ensure that, in the event of a disaster or catastrophic system failure, maximum data loss with respect to Customer Data does not exceed one (1) hour. The RPO commitment applies to all Customer Data stored within the ClaimsIQ™ platform, including claims data, fraud detection records, analytics configurations, user settings, and audit logs. Clearpoint shall utilize continuous or near-continuous data replication to a geographically separate disaster recovery site to support this RPO commitment.
10.2 Recovery Time Objective (RTO)
In the event of a declared disaster affecting the primary hosting environment, Clearpoint shall restore full operational capability of the ClaimsIQ™ platform within four (4) hours of the disaster declaration (the "RTO"). Clearpoint shall maintain documented disaster recovery procedures and runbooks sufficient to enable its operations and engineering teams to achieve the RTO. Clearpoint shall notify Quorum's designated SLA contact immediately upon declaring a disaster event and shall provide status updates every thirty (30) minutes until the Platform is fully restored.
10.3 Disaster Recovery Testing
Clearpoint shall conduct comprehensive disaster recovery tests at least twice per year (approximately every six (6) months). Each disaster recovery test shall simulate a complete failure of the primary hosting environment and validate Clearpoint's ability to meet both the RPO and RTO commitments set forth in this Section 10. Clearpoint shall provide Quorum with a written summary of the results of each disaster recovery test within thirty (30) days of the completion of the test, including a description of the test scenario, the actual recovery point achieved, the actual recovery time achieved, any issues or gaps identified during the test, and the corrective actions planned or implemented.
10.4 Hosting Infrastructure
The ClaimsIQ™ platform is hosted on Cobalt Cloud Infrastructure, Inc. infrastructure with geographically redundant data centers located within the continental United States. Clearpoint shall maintain multi-region failover capability to support the RPO and RTO commitments set forth in this Section 10. Clearpoint shall not migrate the Platform to a different hosting provider or materially alter the geographic distribution of hosting infrastructure without providing Quorum with no less than ninety (90) days' prior written notice and obtaining Quorum's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.
Section 11: Reporting and Governance
11.1 Monthly Reports
Within ten (10) business days following the end of each calendar month, Clearpoint shall deliver to Quorum a comprehensive written report (the "Monthly Service Report") containing the following information:
(a) the Availability percentage for the Measurement Period, calculated in accordance with Section 2.1;
(b) a detailed Downtime log listing each Downtime event, including start time, end time, duration, affected modules, root cause (if determined), and corrective actions taken;
(c) incident summaries categorized by severity level, including the number of incidents at each severity level, initial response times achieved, and resolution times achieved;
(d) Service Credit calculations for the Measurement Period, if applicable, including the Availability shortfall, the number of 0.1% increments, and the total Service Credit amount;
(e) performance benchmark metrics as described in Section 9, including page load times, claims triage processing times, fraud detection scoring times, and report generation times, presented at the 95th percentile; and
(f) a maintenance summary listing all Scheduled Maintenance and Emergency Maintenance events performed during the Measurement Period, including dates, times, durations, and descriptions.
11.2 Quarterly Service Reviews
The parties shall conduct quarterly service review meetings (each, a "QSR") to discuss platform performance, SLA compliance, pending issues, open incidents, planned enhancements, and any other topics relevant to the ongoing operation and optimization of the ClaimsIQ™ platform. Quarterly service reviews shall be held within thirty (30) days following the end of each calendar quarter (i.e., by the end of January, April, July, and October), and may be conducted in person or via videoconference, as mutually agreed. Attendees at each QSR shall include, at a minimum, Quorum's Chief Information Officer (Derek Langston) or his designee and Clearpoint's VP of Product & Engineering (Samuel Otieno) or his designee. Either party may invite additional attendees as reasonably appropriate.
Clearpoint shall prepare and distribute a written agenda for each QSR at least five (5) business days in advance, and shall circulate meeting minutes within five (5) business days following each QSR. Action items identified during the QSR shall be tracked to completion and reviewed at the subsequent QSR.
11.3 Annual Service Review
In addition to the quarterly service reviews, the parties shall conduct an annual comprehensive review (the "Annual Service Review") to assess overall SLA performance for the preceding contract year, identify trends and patterns in platform availability and performance, discuss any proposed amendments to this Exhibit B, and plan for the upcoming contract year. The Annual Service Review shall be held within sixty (60) days following each anniversary of the Effective Date and shall include senior leadership from both parties. Any amendments to this Exhibit B resulting from the Annual Service Review shall be subject to mutual written agreement in accordance with Section 13.
Section 12: Remedies and Relationship to Agreement
12.1 Service Credits as Exclusive Financial Remedy for Uptime Shortfalls
The Service Credits set forth in Section 4 of this Exhibit B constitute Quorum's sole and exclusive financial remedy for Clearpoint's failure to meet the Uptime Threshold in any Measurement Period. This limitation on remedies applies solely to financial remedies for Uptime Threshold shortfalls and does not affect, limit, or restrict: (a) Quorum's termination rights under Section 5 in the event of a Chronic Failure Event; (b) Quorum's rights under the Agreement with respect to breaches of representations, warranties, or covenants (other than the Uptime Threshold commitment); (c) Quorum's rights to indemnification under the Agreement; or (d) any other remedies expressly preserved under the Agreement.
12.2 Relationship to Liability Cap
Service Credits issued or payable under this Exhibit B are not subject to, and shall not count against or be applied toward, the general limitation of liability set forth in the Agreement, which caps Clearpoint's aggregate liability at Seven Million Dollars ($7,000,000) (one times (1×) the Total Contract Value). Service Credits represent a separately calculated and independently enforceable remedy that exists alongside, and does not diminish, the liability cap.
12.3 Relationship to Indemnification
Nothing in this Exhibit B shall be construed to limit, restrict, or waive Clearpoint's indemnification obligations under the Agreement, including, without limitation: (a) Clearpoint's uncapped indemnification obligation with respect to data breaches resulting from Clearpoint's negligence or willful misconduct; and (b) Clearpoint's intellectual property infringement indemnification obligation, which is capped at Fourteen Million Dollars ($14,000,000) (two times (2×) the Total Contract Value). The Service Credit mechanism and the indemnification provisions of the Agreement address distinct categories of harm and are intended to operate independently of one another.
12.4 Injunctive Relief
Notwithstanding any exclusive-remedy or limitation-of-liability provisions set forth in this Exhibit B or the Agreement, Quorum retains the right to seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable relief in any state or federal court of competent jurisdiction sitting in Hartford, Connecticut, as provided in the Agreement. The parties acknowledge that a breach of the service level commitments set forth in this Exhibit B may cause irreparable harm to Quorum that cannot be adequately remedied by Service Credits alone, and Quorum shall not be required to post a bond or other security as a condition to seeking equitable relief, to the extent permitted by applicable law.
Section 13: Modifications
This Exhibit B may be modified, amended, or supplemented only by a written instrument duly executed by authorized representatives of both Quorum and Clearpoint. No oral agreement, course of dealing, or course of performance shall operate to modify the terms of this SLA. Without limiting the generality of the foregoing, Clearpoint shall not unilaterally reduce the Uptime Threshold, increase the frequency or duration of Scheduled Maintenance windows, lengthen initial response times or target resolution times, modify the Service Credit calculation methodology, or otherwise amend or diminish the SLA commitments set forth in this Exhibit B during the Subscription Term without Quorum's prior written consent. Any amendment proposed by either party shall be discussed during the applicable Quarterly Service Review or Annual Service Review and shall not become effective until executed in writing by both parties.
Section 14: General Provisions
14.1 Governing Law
This Exhibit B shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflicts-of-law principles or rules that would direct the application of the laws of another jurisdiction, consistent with the governing law provision of the Agreement.
14.2 Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to this Exhibit B, including, without limitation, disputes regarding Service Credit calculations, Availability measurements, Chronic Failure Events, or the interpretation of any provision hereof, shall be resolved in accordance with the dispute resolution provisions of the Agreement. As set forth in the Agreement, the dispute resolution process consists of: (a) mandatory mediation administered by Pinnacle Dispute Resolution Services, with the mediation to be conducted in Hartford, Connecticut; followed, if mediation does not resolve the dispute within sixty (60) days, by (b) binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), with the seat of arbitration in Hartford, Connecticut, and the arbitration to be conducted by a single arbitrator selected in accordance with AAA procedures. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction as provided in Section 12.4 without first submitting to mediation or arbitration.
14.3 Conflict.  In the event of any conflict or inconsistency between the terms of this Exhibit B and the terms of the body of the Agreement, the terms of this Exhibit B shall govern and control with respect to service level commitments, Availability, Downtime, Scheduled Maintenance, Emergency Maintenance, Service Credits, incident classification and response, performance benchmarks, disaster recovery commitments, and chronic failure termination rights. For all other matters not specifically addressed in this Exhibit B, the terms of the Agreement shall control.
14.4 Entire Agreement
This Exhibit B, together with the Agreement and the following complementary exhibits attached thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, relating to such subject matter:
•  Exhibit A — Statement of Work / Service Description
•  Exhibit C — Data Processing Addendum
•  Exhibit D — Security Requirements
Each of the foregoing exhibits is incorporated by reference into the Agreement and, together with the Agreement and this Exhibit B, forms a single, integrated contractual framework governing the parties' rights and obligations with respect to the ClaimsIQ™ platform.
Signature block / Acknowledgment
This Exhibit B is incorporated into and forms part of the Enterprise SaaS Subscription Agreement effective as of April 26, 2024. By executing this Exhibit B below, each party acknowledges that it has read, understood, and agreed to be bound by the terms and conditions set forth herein, and that the individual signing on behalf of such party is duly authorized to execute this Exhibit B.
IN WITNESS WHEREOF, the parties have caused this Exhibit B to be executed by their duly authorized representatives as of the date set forth below.
QUORUM INSURANCE HOLDINGS CORP.
By: ________
Name: Patricia Okonkwo
Title: General Counsel
Date: ________
CLEARPOINT ANALYTICS, INC.
By: ________
Name: Anita Rajan
Title: Chief Executive Officer & Co-Founder
Date: ________
APPENDIX B-1
SERVICE CREDIT CALCULATION EXAMPLES
The following table provides illustrative examples of Service Credit calculations under Section 4 of this Exhibit B. All examples are based on the Year 1 Monthly Subscription Fee of $116,667. Service Credits for contract Years 2 through 5 will be recalculated based on the applicable Annual Contract Value for the relevant contract year, as adjusted pursuant to the CPI escalator provisions of the Agreement (capped at 3.5% per annum).
Notes:
1.  Service Credit amounts are rounded to the nearest dollar. In the event of any rounding discrepancy, the calculation shall be resolved in favor of Quorum.
2.  The maximum aggregate Service Credit in any single Measurement Period is $17,500 (15% of the Year 1 Monthly Subscription Fee of $116,667), regardless of the actual number of 0.1% shortfall increments. For subsequent contract years, the 15% cap shall be applied to the then-applicable Monthly Subscription Fee.
3.  For contract Years 2 through 5, the Monthly Subscription Fee will be adjusted in accordance with the CPI escalator provision of the Agreement, capped at 3.5% per annum. By way of illustration, if the Year 2 Annual Contract Value is $1,449,000 (reflecting a 3.5% increase), the Year 2 Monthly Subscription Fee would be $120,750, and the Service Credit per 0.1% shortfall increment would be $2,415 (2% of $120,750), with a maximum monthly Service Credit of $18,113 (15% of $120,750).
4.  Service Credits are calculated independently for each Measurement Period and are not cumulative across Measurement Periods for purposes of the 15% monthly cap (i.e., the cap resets each calendar month).
5.  If Availability falls below 99.0% in any three (3) consecutive calendar months, a Chronic Failure Event is triggered under Section 5 of this Exhibit B, entitling Quorum to terminate the Agreement for cause, in addition to any Service Credits accrued during such period.
End of Exhibit B — Service Level Agreement
Severity Level | Description | Example
Severity 1 (Critical) | The ClaimsIQ™ platform is completely unavailable or a core function (claims triage, fraud detection, or analytics dashboards) is inoperable, affecting all or substantially all authorized users across one or more deployment locations. Business operations are halted or severely impaired with no available workaround. | Complete platform outage; database failure affecting all three deployment locations (Hartford, Dallas, Jacksonville); authentication system failure preventing all user logins.
Severity 2 (High) | Significant degradation of platform performance or a core function is materially impaired, affecting a substantial number of authorized users. A workaround may or may not be available, but normal business operations are materially disrupted. | Fraud detection module returning errors for one deployment location; response times exceeding three times (3×) normal baseline; claims triage module experiencing intermittent failures for a majority of users at one location.
Severity 3 (Medium) | Partial functionality is impaired but a reasonable workaround exists and is available to affected users. Impact is limited to a subset of users or non-critical functionality, and core business operations can continue with moderate inconvenience. | Dashboard export feature unavailable; intermittent timeout errors for a subset of users at a single location; batch processing delays for non-urgent reporting functions.
Severity 4 (Low) | Minor issue with negligible impact on platform functionality. The issue is cosmetic in nature, involves a non-critical defect, or affects a single user or a de minimis number of users. Core business operations are unaffected. | User interface display anomaly; minor reporting formatting issue; tooltip text error; documentation discrepancy.
Severity Level | Initial Response Time | Target Resolution Time
Severity 1 (Critical) | Fifteen (15) minutes | Four (4) hours
Severity 2 (High) | Thirty (30) minutes | Eight (8) hours
Severity 3 (Medium) | Four (4) business hours | Two (2) business days
Severity 4 (Low) | One (1) business day | Next scheduled release or ten (10) business days, whichever is earlier
Escalation Level | Clearpoint Contact | Trigger
Level 1 (Initial) | Clearpoint Support Operations Team (support-ops@clearpoint.io) | All incidents upon initial report
Level 2 (Engineering) | Samuel Otieno, VP of Product & Engineering (s.otieno@clearpoint.io) | Severity 1 incident not resolved within two (2) hours; Severity 2 incident not resolved within four (4) hours
Level 3 (Executive) | Theodore Marsh, Chief Revenue Officer (t.marsh@clearpoint.io) | Severity 1 incident not resolved within four (4) hours; repeated Severity 2 incidents (two or more) within any rolling thirty (30)-day period
Level 4 (CEO) | Anita Rajan, Chief Executive Officer (a.rajan@clearpoint.io) | Chronic Failure Event trigger under Section 5; Severity 1 incident not resolved within eight (8) hours
Monthly Availability | Shortfall Below 99.7% Threshold | Number of 0.1% Increments | Credit per Increment (2% of $116,667) | Total Service Credit
99.7% or above | None | 0 | — | $0 (no credit)
99.6% | 0.1% | 1 | $2,333 | $2,333
99.5% | 0.2% | 2 | $2,333 | $4,666
99.4% | 0.3% | 3 | $2,333 | $6,999
99.3% | 0.4% | 4 | $2,333 | $9,332
99.2% | 0.5% | 5 | $2,333 | $11,665
99.1% | 0.6% | 6 | $2,333 | $13,998
99.0% | 0.7% | 7 | $2,333 | $16,331
98.9% or below | 0.8% or greater | 8+ | $2,333 | Capped at $17,500 (15% of Monthly Subscription Fee)

EXHIBIT B

SERVICE LEVEL AGREEMENT

QUORUM INSURANCE HOLDINGS CORP.

CLEARPOINT ANALYTICS, INC.

APPENDIX B-1

SERVICE CREDIT CALCULATION EXAMPLES

Record

Parties

Dates

Amounts