SERVICE LEVEL AND SUPPORT AGREEMENT

This Service Level and Support Agreement (this “SLA”) forms part of the Services Terms of CORE Higher Education Group, LLC in which this SLA is referenced (the “Terms”) and sets forth certain supplemental terms and conditions applicable to the availability of the Covered Services (as defined below) and Service Provider’s provision of maintenance and support services with respect to Covered Services. Unless otherwise defined herein, any capitalized terms defined in the Terms and used in this SLA shall have the same meanings set forth in the Terms.

Covered Services

Unless otherwise specified in the applicable Order Form, this SLA applies to Customer’s paid subscriptions to SaaS Services pursuant to an Order Form (“Covered Services”).

Availability Commitment

Service Provider shall use commercially reasonable efforts to ensure that the Covered Services will be available to Customer on a twenty-four hour, seven days a week (24x7) basis, for an average of 99% of the time within a given calendar month of Customer’s paid subscription, subject to the exclusions set forth herein (the “Availability Commitment”).

SLA Credits

If the availability for Covered Services for any calendar month falls below the Availability Commitment, Customer shall be entitled to a credit (“SLA Credit”) equal to a percentage of the paid subscription fees attributable to such calendar month, according to the following schedule and subject to the conditions set forth herein:

To be eligible for an SLA Credit, Customer is required to notify Service Provider within three (3) business days following the occurrence of each applicable service disruption, by submitting a Support Request as described below. Any Service Credit will be applied by Service Provider against future payments due for the applicable Covered Services or, at Service Provider’s election (or if Service Provider is unable to apply a Service Credit against future payments), a refund.

Allowable Maintenance and other Exclusions

Service Provider may provide maintenance on its hosting environment from time to time. Service Provider reserves 2 hours per month for scheduled maintenance purposes and 2 hours per month for updates. Scheduled maintenance and updates will only be performed between the hours of 12 PM and 6 AM EST on business days or 12 PM and 6 AM EST on weekends and holidays. Service Provider will give Customer at least 72 hours’ notice via email of any planned maintenance expected to impact the availability of the Covered Services. Under certain conditions, Service Provider may need to perform urgent or emergency preventative maintenance, such as installing security patches. In such cases, Service Provider may not be able to provide advance notice. Service disruptions due to scheduled or emergency maintenance and updates are referred to herein as “Allowable Maintenance.”

The Availability Commitment will not apply, and Customer shall not be entitled to any SLA Credits or other remedies hereunder, with respect to service disruptions attributable to Allowable Maintenance, Force Majeure Events or any actions or inactions on Customer’s part (unless undertaken at Service Provider’s express direction).

Exclusive Remedies

Customer’s rights and remedies specified above set forth Customer’s sole and exclusive remedies, and Service Provider’s sole and exclusive obligations, arising from or related to any failure to meet the Availability Commitment.

Customer Support

During the Subscription Period, Service Provider shall make available to Customer, at no additional charge, standard technical support with respect to the Covered Services as specified in this Section and subject to Service Provider’s then-current policies and procedures applicable to its provision of maintenance and technical support to its customer base generally (“Support Services”).

Support Services will be provided only to Customer-designated employees who have been identified as such on an Order Form or by email notification from Customer to support@corehighered.com and who have been appropriately trained with respect to the use of the Covered Services (each, a “Customer Administrator”). Other Authorized Users shall use the Documentation and rely on the Customer Administrators for their support.

Service Provider will use commercially reasonable efforts to resolve any Error reported to Service Provider by Customer in accordance with the Support Request procedures set forth below, with fully documented and reproducible examples of the reported problem.

Notwithstanding anything to the contrary contained herein, the following shall be excluded from the scope of the Support Services, except to the extent otherwise agreed by the Parties in writing (such as, pursuant to a separate professional services agreement and/or Statement of Work):

• Any issue which, following investigation by Service Provider, is determined not to be an Error in the Covered Services, including issues related to third party products or services or the failure to operate the Covered Services in accordance with its Documentation
• Any issue related to software or services for which Service Provider does not provide support and maintenance services to its customer base generally, including issues related to Third-Party Offerings
• Any consulting or professional services, such as onsite services, implementation, data migration, training, configuration, systems administration, database management and assistance with day-to-day use of the SaaS Services

If Customer requests services from Service Provider that are excluded from the scope of the Support Services, and if Service Provider agrees to provide such services, then Customer agrees to pay Service Provider for such services on a time-and-materials basis at Service Provider’s then-current standard rates, unless otherwise agreed in a Statement of Work.

Customer shall cooperate fully with Service Provider in its provision of the Support Services, including by providing Service Provider, in a timely fashion, with such assistance and access to such Customer premises, systems, personnel and information, each as shall be reasonably required for the performance by Service Provider of the Support Services.

Response Time Targets

With respect to Errors properly reported by Customer in accordance with the terms of this SLA, Service Provider will use commercially reasonable efforts to adhere to the response target timelines specified in the table below:

The specific hours during which Customer is entitled to Support Services (“Support Hours”) are based on Service Provider’s standard business hours of 9 a.m. to 6 p.m., Eastern Time, excluding Saturdays, Sundays and any holiday observed by Service Provider. All response time periods are measured starting from the first Support Hour following the reporting of an Error, and are tolled during all periods outside of the Support Hours.

As used in this SLA:

• “Error” means any verifiable and reproducible bug, error or similar functional problem with the Covered Services that prevents the Covered Services from functioning substantially in accordance with the applicable Documentation;
• “Critical Severity Error” means an Error that causes complete or significant loss of essential functionality of the Covered Services;
• “High Severity Error” means an Error that causes significant loss of functionality of the Covered Services, but where essential functionality is still available (which may be through a temporary solution or workaround); and
• “Medium Severity Error” means any Error other than a Critical Severity Error or High Severity Error.

Unless otherwise specified in the Agreement, this SLA sets forth Service Provider’s sole obligations, and Customer’s exclusive remedies, in connection with any Error.

Submitting a Support Request

Prior to submitting an Error report or other request for Support Services (each, a “Support Request”), a Customer Administrator is expected to consult the relevant Documentation. If the Customer Administrator is unable to resolve the issue by referencing the Documentation, then the Customer Administrator may submit a Support Request to the Service Provider support center via support@corehighered.com.

When submitting a Support Request, the Customer Administrator must furnish Service Provider with all information and assistance needed by Service Provider to address the reported issue, including by promptly furnishing sample input and output, providing assistance in isolating and reproducing the suspected Error, performing diagnostics and tests requested by Service Provider, and carrying out any required remedial tasks requested by Service Provider.

No Support Request may be initiated by an Authorized User who is not a Customer Administrator, nor by a Customer Administrator directly to any Service Provider engineering personnel or that would otherwise bypass the Service Provider support center. Service Provider’s support service center personnel will be solely responsible for determining if and when any Support Request should be referred to Service Provider engineering or other personnel.