Software Renewal Agreement - Kronos, Inc.

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TO SECTION CA SERVICE LEVEL AGREEMENT (SLA) Service Level Types: SLAB are only applicable to Production Environments. The Program, In a Production Environment, as described in the Service Dwcrfpten Is provkisd Wlh the following service level: 99,50% Application Availability Service LorvefsiCradlt Calculation: An Outage wit be deemed to Commence when Customer opem a case with Kronos Global support, or Kroms Loud Services receives an application avallabitity alert. The Outage WH be deemed to end when Kronos has restored availability of the Program. Failure to meet the above service levels will entitle Customer to credits as Follows. 9.5D•A Appiication Availability SLA— Production Env€rorxnent Upilme percentage (as measured In a calendar month) Affected Service Credit The amount of the Credit will be determined as Follows: 50% to 98.75% 15% 98.75% to 98.25% 0% 98.25% to 97.75% % 97.75 to 96.75%• % 96.75 5% Application Availability SLA%=((MM•TM)•100t 1(MYI) DeffnitIons 'Affected Service" means fire monthly fees paid for the hosting of the Program. `Excluded Event' means any event that adversely Impacts the Program that is caused by (a) the acts or omissions of Customer, Its employees, cuslomers, contractors or agents; (b) the failure or malfunction of equipment, appl€CaWns or systems not owned or conirolled by Kronog or Suppiler, (c) Force Majeure events; (d) scheduled or emergency maintenance, alteration or implementation; (a) any suspension of the Program in accordance With the terms of this Section or Lkense Agreement (f) the unavallabllity of required Customer personnel, IrxfWing as a result of failure to provide Suppiter with accurate, current contact Infotmation; (g) using the Application in a moaner Inconsistent with the product doc mentatfon; or (h) any other exclusionary circumstance specified in the appk:able Cloud Services SOW. 'Monthly Minutes (MM)" means total minutes In which service was scheduled to be available, "Outage means the accumulated time during which Customer Is unable to establish an active communications connection, measured from booming to end, between Customer and the Program for reasons other than (a) failures caused by Customer Data; or (b) any Excluded Events. 'Scheduled Maintenance ($M)' means scheduled maintenance periods established by Kmnos to provide ample time to maintain and update the applications, when necessary. During these maintenance periods, the applications are available to Kronos to perform periodic sesvlces, which include vital software updates, Sys€ems " generally continue to be available to Customer, however, some changes will require planned downtime. Kronos wait provide notice for planned downtime via an emall notice to our primary Customer contact at least one day in advance of such shutdownhestart so planning can be facilitated by Customer. When application maintenance is required, currant Scheduled Maintenance periods for the applications am. - Monday through Friday 4am — 6am Saturday and Sunday 12am - eam • All times listed are U.S. Eastern Time. • Kronos' utilization of the above maintenance windows shall not trigger SLA Credits to Customer. 'Total Minutes Not Avallable' (TM) means the total number of minutes during the calendar month that the Program Is unavailable outside of scheduled maintenance windows, Limitations: Kroms wit apply any credits to the Customer account. Credits will not be provided if (a) Customer Is in breach or default under this Section or the Program at the time the Outage occurred and such bread Is the cause of the Outage; or (b) It results from an Excluded Event. In no event +sill the credits accrued In any calendar month exceed, in the aggregate across sit service levels and events, one hundred (100%) of the Invoice amount for the Affected Service. The Servlce Level Agreements In ids Exhibit, and the related credits listed, apply on a per Program basis. For the avoldence of doubt, Outages. delays, fallures, etc. in one Procgmm may not be added to outages, delays, (allures, etc. In any utter program for purposes of catcuigting SLA credits. 17