Software Renewal Agreement - Kronos, Inc.

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EXH IBIT A SERVICE LEVEL AGREEMENT (SLA) Service Level Agreement The Services, in a production environment and as described in the Statement of Work (aka Servtces Scope Statement), are provided with the service levels described in this ExhiNt A. SLAB are orgy applicable to production environments. SLAB will be available upon Customer's signature of Krarios' do Live Acceptance Farm for Customer's production environment. 99.75% Application Availability Actual Application Availability % _ (Monthly Minutes (MM) minus Total Minutes Not Available (TM)) multiplied by 100) and divided by Monthly Minutes (MM), but not Including Excluded Events Service Credit Calculation: An Outage will be deemed to commence when the Applications are unavailable to Customer In Customers production environment hosted by Kronos and end When Kronos has restored availability of the Services. Failure to meet the 99.75% Application Availability SLA, other Man for reasons due to an Excluded Event, will entitle Customer to a credit as follows: Actual Application Availability %ry as measured In a calendar month ervice Credit to be applied to Customer's monthly invoice for he affected month 75% to 9&75% 10% cN,76% to 9US% 15% 98.28% to 07.75% 5% 87,75 to 96,75% 5% 96.75 0% `Oula " means the accurnulatsd time, measured in minutes, during which Customer is unable to access the Applications for reasons other Ow an Excluded Event. "Excluded Even' means any event that reWls In an Outage and is caused by (a) the acts or omissions of Customer, Its employees, customers, oontrectors or agents. (b) the failure or malfunction of equipment, applications or systems not owned or controlled by Kronos, Ircfudkhg without limitation Customer Content, Wkires or matfumctions resdting from droults provided by Customer, any Inconslslendes or changes in Customer's source environment, Including either intentional or accidental connections or disconnections to the environment; (c) Forte Majeure events; (d) sduxdufad or emergency maintenance. alteration or Implementation provided during the Maintenance Period defined below. (a) any suspension of the Services In accordance with the terms of the Agreement to which this Exhibit A Is allached; (t) the unavailability of required Customer personnel, Including as a result of failure to provide Kronos with accurate, current contact informatkm; of (g) using an Application In a mamer Inconsistent with the product daarmentatfon for such Application. 'Maintenance Period' means scheduled maintenance periods established by Kronos to maintain and update the Services, when necessary. budng these Maintenance Periods, the Services are available to Kronos to perform periodic maintenance services, which include vital software updates. Kroms will use Its commercially reasonable efforts during the Maintenance Period to make the Services available to Customer, however, some changes witi require downtime. Kronos wilt provide notice for planned downtime via an email notice to the primary Customer contact at feast one day In advance of any known downtime so ptanning can be fadifteled by Customer. Currently scheduled Maintenance Periods for the Services are: Monday through Friday 04:00 am — 06:00 am (U.S, eastern Una) Saturday and Sunday 12:00 am — 06:00 am (U.S. eastern tone) Maintenance Periods Include those maintenance periods mutually agreed upon by Customer and Krortos. "Monthly Minutes (MM)* means the total time, measured In minules, of a calendar month commencing at 12:00 am of the Brat day of such calendar month and andgng at 11:59 pm of the last day of such calendar month. 'Total Minutes Not Available (TM)' means the total number of minutsa during the calendar month that the Services are unavailable as the result of an Outage. Limitations: Service Credits wail not be provided If (a) Customer Is in breach or default under the Agreement at the time the Outage occurred; or (b) the Outage results from an Excluded Even% If Kronos does not provide the appropriate Service Credit as due hereunder, Customer must request the Service Credit wtthln sixty (60) calendar days of the conclusion of the month In which the Service Credit accrues. Customer waives any right to Service Credits not requested within ft flee period. All performance cakidaWns and applicable Service Cnxlits are based on Kronos records and data unless Customer can provide Kronos with dear and convincing evidence to the contrary. The Service Level Agreements In this Exhibit, and the related Service Credits, apply on a per production environment basis. For the avoidance of doubt, Outages In one production environment may not be added to Outages In any other production environment for purposes of calculating Service Credits. Customer ack novAedges that Krvnos manages Its nebm* traffic in part on the basis of Customer's utilization of the Services and that changes In such utilization may impact Kronos' ability to manage network traffic. Therefore, notwithstanding anyth else to the contrary, if Customer significantly changes Its utilization of the Services than what Is contracted with Kronos and such change creates a material and adverse impact on the traffic balance of the irons network. as reasonably determined by Kronos, the parties agree to co-operate, In good falth, to resolve the issue. 13