Service Level Agreement

Last Updated: 6 December 2024

Definitions

Service Availability: “Service Availability” means the percentage of total time during which the core functionality of the Kognics LMS is available for use, excluding Scheduled Maintenance, Emergency Maintenance, and Excused Downtime.

• Scheduled Maintenance: “Scheduled Maintenance” means planned downtime of the Services, during which we perform maintenance or upgrades. We will endeavor to provide prior notice of such events.
• Emergency Maintenance: “Emergency Maintenance” refers to unplanned but necessary downtime to address urgent issues such as security vulnerabilities, data integrity problems, or critical performance degradation. We will provide notice as soon as is practicable under the circumstances.
• Excused Downtime: Excused Downtime includes any unavailability caused by (i) acts or omissions by the Customer, (ii) factors outside our reasonable control, including force majeure events, third-party outages, or the Internet at large, (iii) your inability to connect to the Services due to issues in your own network, systems, or equipment, or (iv) compliance with any applicable law or government request.

Service Availability Commitment

• Target Uptime: Kognics commits to 99.5% monthly Service Availability, excluding Scheduled Maintenance, Emergency Maintenance, and Excused Downtime.

Calculating Availability:

Monthly Availability % = (Total minutes in the month – Downtime minutes) / (Total minutes in the month) × 100%

“Downtime” refers only to periods where the Services are unavailable due to reasons within our control (excluding Scheduled Maintenance, Emergency Maintenance, and Excused Downtime).

• Scheduled Maintenance: We will strive to perform maintenance during low-traffic periods and provide notice to the Customer at least forty-eight (48) hours in advance. Scheduled Maintenance will not exceed four (4) hours per month under normal circumstances and will not count as Downtime.

Service Credits

Credit Eligibility: If the monthly Service Availability falls below the Target Uptime (99.5%) due to reasons solely within our control, you may be eligible for service credits.

• • • 99.0% – 99.5% Availability: 5% service credit of the monthly subscription fee.
    • 98.0% – 99.0% Availability: 10% service credit of the monthly subscription fee.
    • Below 98.0% Availability: 20% service credit of the monthly subscription fee.

Credit Request: To receive a credit, you must notify Kognics in writing within thirty (30) days following the end of the month in which the Target Uptime was not met. If we confirm your eligibility for service credits, we will apply the credit to your account within sixty (60) days.

Limitations on Credits:

• Credits are your sole and exclusive remedy for any failure to meet the Target Uptime.
• Credits may not be exchanged for or converted to monetary compensation.
• Credits cannot exceed the monthly fees paid by you for the Service in the month the unavailability occurred.

Exclusions

This SLA does not apply to:

• Beta, trial, or evaluation versions of the Services.
• Downtime caused by Scheduled Maintenance or Emergency Maintenance.
• Downtime caused by factors beyond our control (Excused Downtime).
• Performance issues resulting from third-party providers or integrations.

Modifications to this SLA

We reserve the right to modify this SLA at any time. If we make changes, we will update the “Last Updated” date above and, where required by law, provide notice of the changes. By continuing to use the Services after any modifications become effective, you agree to the revised SLA.

Contact Information

If you have any questions or concerns about this SLA, please contact us at: dm@kognics.com

By using the Services, you acknowledge and agree to this SLA and the related obligations and remedies.