2018-264-E Emergency Svc - Superion FTO software

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DocuSign Envelope ID: 85DOB49F- 38C2 -4A2B- 8168- C68CE340D573 r U PER ION ONESolution Field Training Online - Cloud: Special Terms Relating to ONESolution Field Training Online Cloud. During the term as described herein, Superion shall provide hosting services (the "Hosting Services ") as described below for the FTO Component System /Solution software licensed pursuant to this Add On Quote /Order ( "Application "). Such Hosting Services are effective as of the Execution Date and continuing for an initial term of twelve (12) months ( "Hosting Term "). There is no Hosted Annual Access Fee charged for the initial Hosting Term. Upon expiration of the initial Hosting Term the term shall automatically renew for successive one (1) year Renewal Terms. The Hosted Annual Access Fee reflected above is for the second Renewal Term. The Hosted Annual Access Fee for subsequent Renewal Term(s) will be at the then current rates. Hosted Annual Access Fees are due prior to the start of the respective Renewal Term(s). Either party may elect to not enter into a Renewal Term by providing the other party with written notice at least one hundred and twenty (120) days prior to the end of the Hosting Term or then current Renewal Term, as the case may be, and in such event, Customer may elect to purchase annual support /maintenance services at Superion's then current rates. Superion Cloud Service Levels. Target: In each Service Period, the target for availability of the Hosting Services is 99.9% ( "Availability Target "). "Service Period" means 24 hours per day Monday through Sunday each annual Hosting Term that Customer receives the Hosting Services, excluding Sundays between the hours of 8:00 AM and 12:00 noon Eastern Time for scheduled maintenance. During the scheduled maintenance time, Customers may experience intermittent interruptions. Superion will make commercially reasonable efforts to minimize the frequency and duration of these interruptions. Superion will notify the Customer if the entire maintenance window will be required. Service Period also excludes adverse impacts due to the defectiveness of Customer's environment or Customer's systems or due to Customer data supplied to the Hosting Service. Remedy: If the Service Period target measurement is not met with the result that the Customer's use of the Hosting Services is severely interrupted in a given annual Hosting Term, then the Customer shall be entitled to a credit calculated as follows: If actual Hosting Service availability in the relevant Service Period is Less than 99.9% but greater than or equal to 99.0% the percentage reduction in Hosted Annual Access Fee payable by Customer in the immediately subsequent Service Period is 5 %. If actual Hosting Service availability in the relevant Service Period is Less than 99.0% but greater than or equal to 95% the percentage reduction in Hosted Annual Access Fee payable by Customer in the immediately subsequent Service Period is 10 %. If actual Hosting Service availability in the relevant Service Period is Less than 95% the percentage reduction in Hosted Annual Access Fee payable by Customer in the immediately subsequent Service Period is 25 %. If during the term of this Hosting Service, Superion fails to meet the service level commitment targets specified above, the Customer's sole and exclusive remedy in relation to such failure shall be the applicable credits specified. In no event shall Superion be obliged to provide any refund in relation to any credit, but rather the credit shall be applied to the next following annual invoice due to the Customer. Superion will utilize monitoring software to track and report actual service availability in the relevant Service Period. If the actual service availability during the relevant Service Period does not achieve the Availability Target, Superion will apply a service credit per the specifications above. However, any credit entitlement that is not reported by Superion must be requested by the Customer within six (6) months of its occurrence or it shall no longer be available and the Customer will be deemed to have waived any rights in relation thereto and (for the avoidance of doubt) Superion's failure to meet the relevant service level commitment. In no event will credits due in any given annual Hosting Term exceed twenty five percent (25 %) of that annual Hosting Term's fees. Customer shall not be entitled to offset any Hosting Services fee payments, nor withhold fee payments, on account of a pending credit. Customer shall not be eligible for credits for any period where Customer is more than thirty (30) days past due on their account. The amount of any unused credit shall be paid in cash to Customer upon termination of the Agreement. Emergency maintenance: Emergency situations will be handled on a case by case basis in such a manner as to cause the least possible disruption to overall system operations and availability without negatively affecting system stability and integrity. The primary Customer contact will be notified, when possible, via the on file email address, prior to emergency maintenance being performed. If no contact is made, emergency maintenance will move forward as deemed necessary by Superion management. Page 5 of 5