Service Level Agreement

This Service Level Agreement for Skillable Online Services (this “SLA”) is a part of your Skillable licensing agreement (the “Agreement”). Capitalized terms used but not defined in this SLA will have the meaning assigned to them in the Agreement. This SLA applies to the Skillable Services listed herein (a “Service” or the “Services”), but does not apply to separately branded services made available with or connected to the Services or to any on-premise software that is part of any Service.

If we do not achieve and maintain the Service Levels for each Service as described in this SLA, then you may be eligible for a credit towards future services; however, if you renew your agreement, the version of the SLA that is current at the time of renewal will apply throughout your renewal term.

GENERAL TERMS

Definitions

• Applicable Monthly Period means, for a calendar month in which a Service Credit is owed, the number of days that you are a subscriber for a Service.
• Applicable Monthly Service Fees means the total fees actually paid by you for a Service that are applied to the month in which a Service Credit is owed.
• Downtime is the time services are unavailable when not due to “Planned Maintenance” or factors listed in the “Limitations” section.
• Error Code means an indication that an operation has failed, such as an HTTP status code in the 5xx range.
• External Connectivity is bi-directional network traffic over supported protocols such as HTTP and HTTPS that can be sent and received from a public IP address.
• Incident means (i) any single event, or (ii) any set of events, that result in Downtime.
• Skillable Studio (formerly LOD) is Skillable’s lab development platform.
• Management Portal means the web interface, provided by Skillable, through which customers may utilize the Services.
• Scheduled Downtime means periods of Downtime related to network, hardware, or Service maintenance or upgrades. We will publish notice or notify you at least five (5) days prior to the commencement of scheduled downtime.
• Service Credit is the percentage of the Applicable Monthly Service Fees credited to you following Skillable claim approval.
• Service Level means the performance metric(s) set forth in this SLA that Skillable agrees to meet in the delivery of the Services.
• Service Resource means an individual resource available for use within a Service.
• SLA means the Service Level Agreement.
• Success Code means an indication that an operation has succeeded, such as an HTTP status code in the 2xx range.
• Support Window refers to the period of time during which a Service feature or compatibility with a separate product or service is supported.
• TMS means the Training Management System.

Terms

Claims

In order for Skillable to consider a claim, you must submit the claim to customer support at Skillable including all information necessary for Skillable to validate the claim, including but not limited to: (i) a detailed description of the Incident; (ii) information regarding the time and duration of the Downtime; (iii) the number and location(s) of affected users (if applicable); and (iv) descriptions of your attempts to resolve the Incident at the time of occurrence.

For a claim related to Skillable, we must receive the claim by the end of the calendar month following the month in which the Incident occurred. For example, if the Incident occurred on February 15, we must receive the claim and all required information by March 31.

We will evaluate all information reasonably available to us and make a good faith determination of whether a Service Credit is owed. We will use commercially reasonable efforts to process claims during the subsequent month and within forty-five (45) days of receipt. You must be in compliance with the Agreement in order to be eligible for a Service Credit. If we determine that a Service Credit is owed to you, we will apply the Service Credit to your Applicable Monthly Service Fees.

Service Credits

Service Credits are your sole and exclusive remedy for any performance or availability issues for any Service under the Agreement and this SLA.

1. The Service Credit will be based on the price for the applicable Service, as determined by us in our reasonable discretion.
2. The Service Credit will be an amount equal to the total value of services booked during periods affected by unplanned downtime plus an additional scaled percentage of the value of those services as defined in the service specific terms.
3. You may not unilaterally offset your Applicable Monthly Service Fees for any performance or availability issues.
4. Service Credits apply only to fees paid for the particular Service, Service Resource, or Service tier for which a Service Level has not been met. In cases where Service Levels apply to individual Service Resources or to separate Service tiers, Service Credits apply only to fees paid for the affected Service Resource or Service tier, as applicable.
5. The Service Credits awarded in any billing month for a particular Service or Service Resource will not, under any circumstance, exceed your monthly service fees for that Service or Service Resource, as applicable, in the billing month.
6. If you purchased Services as part of a suite or other offer, the Applicable Monthly Service Fees and Service Credit for each Service will be pro-rated.
7. If you purchased a Service from a reseller, you will receive a service credit directly from your reseller and the reseller will receive a Service Credit directly from us.

Limitations

This SLA and any applicable Service Levels do not apply to the following performance or availability issues:

1. Due to factors outside our reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centers, including at your site or between your site and our data center);
2. That result from the failure of services, hardware, or software not provided by us; including, but not limited to: issues resulting from inadequate connections or bandwidth, or related to third-party software or services from an external provider.
3. Caused by your use of a Service after we advised you to modify your use of the Service, where you did not modify your use as advised;
4. During or with respect to preview, pre-release, beta or trial versions of a Service, feature or software (as determined by us).
5. That result from your unauthorized action or lack of action when required, or from your employees, agents, contractors, or vendors, or anyone gaining access to our network by means of your passwords or equipment, or otherwise resulting from your failure to follow appropriate security practices;
6. That result from your failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or your use of the Service in a manner inconsistent with the features and functionality of the Service (for example, attempts to perform operations that are not supported) or inconsistent with our published guidance;
7. That result from faulty input, instructions, or arguments (for example, requests to access files that do not exist);
8. That result from your attempts to perform operations that exceed prescribed quotas or that resulted from our throttling of suspected abusive behavior;
9. Due to your use of Service features that are outside of associated Support Windows.

Platform Maintenance

Skillable will use commercially reasonable efforts to make the Purchased Services available 24 hours per day, 7 days per week, except for planned downtime which Skillable shall provide at least 5 days’ notice to the registered address in your company agreement, unless otherwise specified in your agreement.

Fault Notification and Response Service Levels

1. Fault Notification: Skillable shall inform Clients within 60 minutes of any fault notification if Client has not first notified Skillable. Notification will be provided through a status board on the Support Page in the “Status” section.
2. Fault Response: Skillable will respond to any Fault within 1 hour after receiving a report of any such Fault, unless delayed by circumstances beyond the reasonable control of Skillable. Notification will be provided through a status board on the Support Page in the “Status” section.

1. Intentionally cancels the lab from either the Skillable Studio UI or Skillable TMS.
2. Chooses to end the lab.
3. Indicates that the lab is complete through the Skillable Studio UI features.
4. Reaches the end of available allowed time allotted to that lab.
5. Experiences a network outage and/or loss of connection exceeding available allowed lab time.

Preservation of Lab Instances and Data

Lab sessions and associated data will be preserved and maintained only in accordance with the terms defined in your SKILLABLE-CLIENT Agreement.

Appropriate Usage

Skillable Studio may only be used for the purposes outlined in Client Agreement. Skillable will monitor the use of labs and should usage outside the terms of agreement be found, Skillable will report invalid usage to Client. In the event a misuse scenario is found, Skillable will work with Client to resolve the issue.

Lab instances which are determined to be compromised my malicious software, or being used to perform malicious activity, will be immediately removed and deleted without warning or notice.

Support

Skillable will provide support for any Skillable platform that the customer has a valid client agreement that includes support.

1. Skillable will provide standard support by a web based ticketing system, IM or Voice 24/7.
2. Skillable will provide authoring and operations support for content authors and operations managers during standard US Business hours.
3. Support requests are addressed in the order in which they are received with initial acknowledgement and ticket assignment occurring within one hour of receipt of a support request.
4. Support requests are submitted using a web based ticketing system provided by Skillable.
5. Support is limited to the triage and resolution of issues related to launching and connecting to labs.
6. Support does not include support for, assistance with, or troubleshooting of the content of the individual lab, unless a separate support agreement is in place covering the content of the specific labs.

Client Responsibilities

Client is responsible for communicating Skillable client requirements when provisioning labs for users. Skillable client requirements are available at the Support Page.

From time to time, Skillable may adjust client requirements to support new and emerging technologies, or to leverage new features of the platform.

Supported Content

As the Skillable platform evolves and new services and features are introduced, so does the scope of what is possible to host on the platform. From time to time, Skillable may make changes to the platform, at its sole discretion, to maintain a competitive edge by introducing or retiring features. While every effort is taken to maintain backward compatibility with existing content, such changes may force the removal of some content that does not function after changes are made. Skillable will make a best effort to provide advance notice and risk analysis to client regarding the impact of such changes, and solicit feedback prior to making changes that result in a reduction of supported clients.

SERVICE SPECIFIC TERMS

Skillable Platform Availability Service Level

Availability Service Level. Company guarantees an overall “Platform Availability” of 99% each month. The Platform Availability is determined by following calculations:

Monthly Platform Availability = (Total Monthly Platform Minutes – Downtime Minutes) / Total Monthly Platform Minutes

Training Management System Platform

Downtime: Any period of time when end users are unable to read or write any Service data for which they have appropriate permission when not due to “Planned Maintenance” or factors listed in the “Limitations” section.

Maximum Available Minutes: is the total number of minutes in a given month.

Monthly Uptime Percentage: The Monthly Uptime Percentage is calculated using the following formula: