Objective

This MindTickle Service Level Agreement (“SLA”) is a policy governing the usage and availability of MindTickle platform which hosts the Subscription Services (“MindTickle Platform” or “Platform”) under the terms of the Agreement. This SLA applies separately to each account (not per User, but per Agreement) using MindTickle. Unless otherwise provided herein, this SLA is subject to the terms of the Agreement and capitalized terms will have the meaning specified in the Agreement.

Service Commitment

MindTickle will use commercially reasonable efforts to make MindTickle Platform available with a Monthly Uptime Percentage (defined below) of at least 99.9%, over any calendar month (the “Service Commitment”). In the event MindTickle platform does not meet the Service Commitment, Customer may be eligible to receive a Service Credit as described below.

Definitions

• “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of hours during the month in which MindTickle Platform was Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any MindTickle SLA Exclusion (defined below).
• “Unavailable” and “Unavailability” mean when all the MindTickle applications (e.g. admin site, learning site, mobile apps etc.) do not have any external connectivity, i.e. all Users of a Customer can’t access the MindTickle Platform, and such inability to access the Platform is not attributable to MindTickle SLA Exclusions, as defined below.
• A “Service Credit” is a dollar credit, calculated as set forth below, that MindTickle may credit back to an eligible account.
• Recovery Time Objective (RTO): The Recovery Time Objective is measured from the time the MindTickle Platform is Unavailable until such Unavailability is remedied. Except for Unavailability due to MindTickle SLA Exclusions, as defined below, MindTickle’s standard RTO is 12 hours.
• Recovery Point Objective (RPO): The Recovery Point Objective is measured from the time that the first transaction is lost until the MindTickle Platform became Unavailable. Except for Unavailability due to MindTickle SLA Exclusions, as defined below, MindTickle’s standard RPO is 1 hours

Service Commitments and Service Credits

Service Credits are calculated as a percentage of the charges for Subscription Fees paid by Customer (excluding one-time payments such as Professional service charge, Single-Sign-On charges, integration charges etc.) for MindTickle Platform for the agreed calendar month in which the Unavailability occurred in accordance with the schedule below.

MindTickle will apply any Service Credits only against future MindTickle Platform payments otherwise due from Customer, but if no such payments are due (e.g., Customer does not renew its subscription) then the term of the Agreement will be extended for the period equivalent to the Service Credits accumulated. At MindTickle’s discretion, MindTickle may issue the Service Credit to the credit card Customer used to pay for the billing cycle in which the Unavailability occurred. Except as expressly set forth herein, Service Credits will not entitle Customer to any refund or other payment from MindTickle. A Service Credit will be applicable and issued only if the credit amount for the applicable agreed billing cycle is greater than hundred dollars ($100 USD). Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Agreement, Customer’s sole and exclusive remedy for any Unavailability, non-performance, or other failure by MindTickle to provide MindTickle Platform is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

Credit Request and Payment Procedures

To receive a Service Credit, Customer must submit a ticket on help.mindtickle.com or send an email to support@mindtickle.com. To be eligible, the Service Credit request must be received by MindTickle within 60 days from when the incident occurred and must include:

• the words “SLA Credit Request” in the subject line;
• the dates of each Unavailability incident that Customer is claiming;
• the affected location; and
• documentation of the errors that corroborate Customer’s claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).

If the Monthly Uptime Percentage for the periods corresponding to such requests is confirmed by MindTickle to be less than the Service Commitment, then MindTickle will issue the Service Credit to Customer within 60 days from end of the month in which Customer’s request is confirmed by MindTickle. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving a Service Credit.

MindTickle SLA Exclusions

The Service Commitment does not apply to any Unavailability, suspension or termination of MindTickle Platform, or any other MindTickle Platform performance issues that: (i) result from an explicit suspension or termination of MindTickle Services in accordance with the Agreement; (ii) are caused by factors outside of MindTickle’s reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the MindTickle Platform; (iii) result from any actions or inactions of Customer or any third party, including failure to acknowledge a recovery; (iv) result from Customer’s equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within MindTickle’s direct control); (v) result from failures attributable to regional unavailability of Amazon Web Services; or (vi) any planned maintenance required to provide the Services as pursuant to the Agreement and notified to the Customer in advance; or (vii) arising from MindTickle’s suspension and termination of Customer’s right to use MindTickle Platform in accordance with the Agreement (collectively, the “MindTickle SLA Exclusions”).