Service Level Agreement

During the Term of the applicable Knowledge Vault Agreement (the “Agreement”), the Knowledge Vault Covered Services web interface will be operational and available to Customer at least 99% of the time in any calendar month (the “Knowledge Vault SLA“). If Knowledge Vault does not meet the Knowledge Vault SLA, and if Customer meets its obligations under this Knowledge Vault SLA, Customer will be eligible to receive the Service Credits described below. This Knowledge Vault SLA states Customer’s sole and exclusive remedy for any failure by Knowledge Vault to meet the Knowledge Vault SLA.

Definitions

The following definitions shall apply to the Knowledge Vault SLA

“Downtime” means, for a domain, if there is more than a ten percent user error rate. Downtime is measured based on server side error rate.

“Knowledge Vault Covered Services” means the Knowledge Vault Service.

“Monthly Uptime Percentage” means total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.

“Scheduled Maintenance” means those times where Knowledge Vault notifies Customer of periods of expected Service disruptions at least 5 days prior to the commencement of such Service disruption.

“Service” means the Knowledge Vault service (also known as Knowledge Vault), provided by Knowledge Vault to Customer under the Agreement.

“Service Credit” means the following:

Monthly Uptime Percentage Days of Service added to the end of the Service term, at no charge to Customer
< 99% – ? 97.5% 2
< 97.5% – ? 95% 5
< 95.0% 10

Customer Must Request Service Credit

In order to receive any of the Service Credits described above, Customer must notify Knowledge Vault within thirty days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer’s right to receive a Service Credit.

Maximum Service Credit

The aggregate maximum number of Service Credits to be issued by Knowledge Vault to Customer for all Downtime that occurs in a single calendar month shall not exceed ten days of Service added to the end of Customer’s term for the Service. Service Credits may not be exchanged for, or converted to, monetary amounts.

Scheduled Maintenance

Errors Requests that result from Scheduled Maintenance do not count against the SLA. There will be no more than 10 hours of aggregate Scheduled Maintenance per monthly billing cycle.

Cloud SLA Exclusions

The Knowledge Vault SLA does not apply to any services that expressly exclude this Knowledge Vault SLA (as stated in the documentation for such services) or any performance issues: (i) caused by factors described in the “Limitation of Liability” section of the Knowledge Vault Terms of Service Agreement; (ii) that resulted form Customer or third party software or hardware, or as a result of action or inaction on behalf of the Customer or third party; (iii) that resulted from Customer’s Microsoft Office 365 or Microsoft Azure performance; (iv) that resulted from Microsoft Office 365 or Microsoft Azure service disruptions outside the control of Knowledge Vault; (v) Problems outside of Knowledge Vault’s reasonable control.