Service Level Agreement

This Service Level Agreement (“SLA”) sets forth the support services and service levels to be provided by Kantata to Client with respect to the Hosted Services and is hereby incorporated by reference into the Hosted Services Agreement between the Parties (the “Agreement”) to which this SLA is attached as Exhibit 3. Capitalized terms used but not defined herein will have the meanings set forth in the Agreement.

1. Definitions

1.1. “Excused Downtime” means any time during which the Hosted Services are not accessible that (a) occurs during a Scheduled Maintenance Period; or (b) is caused by (A) Client’s or a Users’ telecommunications and/or Internet services, (B) services, software or hardware not provided or authorized by Kantata (including Third-Party Applications and Services), or (C) force majeure events described in Section 16 of the Agreement.
1.2. “Scheduled Maintenance Period” means any time during which Kantata performs scheduled or emergency maintenance on the Hosted Services. In general, Kantata performs scheduled maintenance during the following times: 12AM PST to 6AM PST. Kantata hereby warrants that Client’s use of the Hosted Services shall not be materially impaired during any Scheduled Maintenance Period other than in connection with force majeure events described in Section 16 of the Agreement. Kantata will provide Client prior notice of any emergency maintenance on the Hosted Services that would cause Client’s use of the Hosted Services to be materially impaired.

2. Uptime

2.1 Kantata will use commercially reasonable efforts to cause the uptime for the Hosted Services to be no less than 99.8%, excluding Excused Downtime.

3. Support Services

3.1 The support services for the Hosted Services provided under this SLA (“Support Services”) includes 24/7/365 online (email & chat) support only.
3.2 The Support Services cover support issues related to the Hosted Services. In addition, custom solutions, partner solutions and Third-Party Applications and Services are not covered under this SLA.
3.3 The Support Services will be provided only for those support issues that Client’s trained and designated staff personnel enter via the Client support portal at Login | Kantata. Client must provide Kantata with accurate and complete information regarding each issue logged, the proposed severity level thereof, designated points of contact at Client if applicable and if applicable, passwords for making the necessary fixes. Kantata will not be responsible for any delays or failures in providing Support Services caused by Client's failure to abide by the requirements of this Section. Kantata may reclassify any case misclassified as falling into one of the severity categories listed below. If applicable, Client will be responsible for informing the Kantata in writing of its authorized designated staff personnel.
3.4 As part of Support Services, Kantata will investigate all reproducible and material failures of the Hosted Services to conform to the Specifications. Kantata will work with Client’s designated staff personnel to classify the severity of the problem, provide efforts to correct the problem or provide a workaround to the problem as defined in the table below:

Severity Level	Description	Initial Response Times
Level 1	Critical Business Impact: Platform or major feature outage. Client’s production use of the Hosted Services has stopped or has been so severely impacted that the Client cannot reasonably continue work, there is no workaround available. For severity level 1 problems, Kantata will respond within one hour of notification and handle the issue under its highest priority. Client personnel must be made available in severity level 1 situations and reasonably cooperate to help resolve the issue. Severity level 1 problems could have the following characteristics: Entire Account Cannot Login, Integration Failing, Critical functionality not available.	Within 1 hour
Level 2	Significant Business Impact: Important product features are unavailable. Client’s production use of the Hosted Services is functioning with limited capabilities or is unstable with periodic interruptions. There is a workaround. Severity level 2 problems could have the following characteristics: Product error or feature failure, severely degraded usability, functionality is unavailable, but the platform is able to operate in a restricted fashion. One or several Users cannot login.	Within 24 hours
Level 3	Minimal Business Impact: Hosted Services’ features are unavailable, but a workaround exists and the majority of functions are still usable. Minor function or feature failure that the Client can easily circumvent or avoid. Client’s work has minor loss or operations functionality. Severity level 3 problems could have the following characteristics: Error message with workaround, minimal performance degradation, incorrect product behavior with minor impact, questions on product functionality or configuration during implementation.	Within 24 hours

Kantata RESERVES THE RIGHT TO ASSIGN A DIFFERENT SEVERITY LEVEL THAN THAT ESTIMATED BY CLIENT, IN ACCORDANCE WITH THE ABOVE GUIDELINES.

3.5 In the event that Client’s request for support is not covered by the Support Services set forth in this SLA, Client may have to purchase additional support services, or, in some cases, Professional Services from Kantata. Any such additional support services or Professional Services are made available only upon agreement by Kantata at Kantata’s then-current rates.
3.6 The Support Services are provided for ongoing use of the Hosted Services; they are not intended to be a substitute for Professional Services or training necessary for the implementation and use of the Hosted Services. All other services, including on-site assistance, custom programming, integrations, database and network administration, new features and custom designed reports and forms, may be furnished by Kantata at Kantata’s then-current rate. The Support Services do not include, for example, any of the following (a) supporting database products, including set-up and configuration of database products; (b) resolving network, workstation or environmental errors not directly related to the Hosted Services; (c) supporting any Hosted Services being used in a manner for which they were not designed.
3.7 The Support Services are offered to Client on a commercially reasonable-efforts-basis only. Client acknowledges that Kantata may not be able to resolve every request for support through the Support Services. Client’s exclusive remedy and Kantata’s sole obligation for any failure to resolve a problem covered by this SLA shall be to use commercially reasonable efforts to resolve the problem and, if applicable, to provide the service credits set forth in Section 4 below.

4. Service Level Credits

4.1 If the availability of the Hosted Services for a given quarter is less than 99.8% and Client provides written notice of the same to Kantata within 30 days of the end of the short-fall quarter, Client will be entitled to a one-time Support Service credit against the future subscription fees owed for the Hosted Services equal to the portion of the subscription fees paid to Kantata with respect to the short-fall quarter in accordance with the following schedule:

Quarterly Average Availability	Credit (% of Short-Fall Quarter’s Subscription Fee)
99.80% or above	0%
99.00 to 99.79%	5%
98.99% or below	10%

4.2 Hosted Services’ unavailability will be measured on a quarterly basis (commencing on the Effective Date) and if Kantata receives the Client notice specified in Section 4.1, Kantata will apply the service credit set forth above to the immediately succeeding invoice for the Hosted Services, or, if there is no succeeding invoice, Kantata will, within 45 days of the end of the quarter in which such credits accrue, pay Client the service credit set forth above. Notwithstanding the other provisions of this SLA, no service credit(s) will be issued, if Client is not current with respect to all of its payment obligations to Kantata and its other obligations under the Agreement either when the unavailability occurs or when the service credit(s) would otherwise be issued.
4.3 In the event that the Hosted Services’ monthly quarterly average availability falls below 99.8% five times in any annual term, Client shall have the right to immediately terminate the Agreement pursuant to Section 8 therein.