Software Renewal Agreement - Kronos, Inc.

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EX14101T A SERVICE LEVEL AGREEMENT(SLA) service Level Agreement: The Services, to a production environment and as described In the Statement of Work (aka Services Scope Statement), are provided with the service levels described In this Exhibit A. StAs are only applicable to production environments, SL.As will be available upon Customer's signature of Kronos' Go Live Acceptance Form 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 fAnutes (MM), but not Including Excluded Evenis Service Credit Calculation: An Outage will be deemed to commence when the Applications are unavailable to Customer in Customer's pmdLmllon environment hosted by Kronos and end when Kroms has restored avaliahility of the Services. Faff ra to meet the 99.75"A Application Availability SLA, other than for reasons due to an Excluded Event, will entIM Customer to a credit as follows; otualApplieailonAvallabillty% as measured in a calendar monthmonthly Service Credit to be applied to Customer` Invoice forth* affected month 99.75% to 98.75°% 10"% 98.75°% to 98.25% 054% 8.25% to 97.75"/a 250 97.75 to 98.75% 5"% 96.75 /o 'Outai;V means the accumulaled lime, measured In minutes, during which Customer Is unable to access the Applications for reasons other than an Excluded Event. 'Excluded Event" means any event that results In an outage and Is caused by (a) the acts or omissions of Customer, its employees, customers, contractors or agents; (b) the failure or malfunction of equipment, applications or systems not owned or controlled by Kronos, Including without limitation Customer Content, failures or malfunctions resulting from dreults provided by Customer. any Incunsistencles or changes in Customer's source environment, Including either Intentional or accidental connections or disconnections to the emrlmnment: (c) Force MaJeuro events; (d) scheduled 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 Fxhiblt A Is attached; (f) the unavailability of required Customer personnel, Including as a result of (allure to provide Kmnos with accurate, current contact Information; or (g) using an Application in a manner inconsistent with the product documentation for such Apptlaation. 'Maintenance Period' means scheduled maintenance periods established by Kronor to maintain and update the Services, When necessary, During these Maintenance Periods, the Services are avallable to Kronos to Warm periodic maintenance services, which Include vital software updates. Kronos wdtl use Its commercially reasonable efforts during the Maintenance P06W to make the Services available to Customer; however, some changes will require downtime. Koons Y A provide notice for planned downtime via an small notice to the primary Customer contact at least one day in advance of any known downtme so planning can be facilitated by Customer. Gurrerstty scheduled Maintenance Periods for the Services are: Monday through Friday 04:00 am — 08,00 am (U.S. eastern time) Saturday and Sunday 12:00 am — 05:00 am (U,S, eastern time) Maintenance Periods Include those maintenance periods mutually agreed upon by Customer and Kronos. 'Monthly Minutes (mmr means the total time, measured In minutes, of a calendar month commencing at 12:00 am of the first day of such calendar month and endnq at 11;59 pm of the last day of such calendar month. `Total Minutes Not Available (TM)" means the total number of minutes during Iha calendar month that the Services are unavailable as the result of an Outage. Limitations: Service Credits will not be provided It.. (a) Customer Is in breach or default under the Agreement at the time the Outage occurred: or (b) the Outage results from an Excluded Event. If Kronos does not provide the appropriate Service Credit as due hereunder, Customer must request the Service Credit within sixty (60) calendar days of the conclusion of the month In which the Service Credit accrues. Customer waives arty right to Service Credits not requested within this timer period. All performance catcufationa and applicable Service Credits are based on Kronos records and data untess Customer can provide Kwos with dear and convincing evidence to the contrary. The Service Level Agreements In this Exhibll, 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 calculaong Service Credits. Customer ackn&Medges that Krorws manages its network traffic in part on the basis of Customer's utiilzatlorn of the Services and that changes In such utilization may Impact Koons' ablilly to manage network traffic. Therefore, notwithstanding anything also to the contrary, If Customer signlfitantly changes Its utilization of the Services than what Is contracted with Kronor and such change creates a material and adverse impact on the traffic balance of the Kronos network, as reasonably determined by Kronos, fiv parties agree to co-operate, in good faith, to resolve the Issue. 24