This constitutes the Service Level Agreement (“SLA”) between Customer and Degreed relating to the uptime commitment and customer support offered to customer’s using the Services.

1. Service uptime commitment and customer support

   Degreed will provide Customer access to the Degreed production application on a twenty-four hour, seven days a week (24×7) basis at a rate of 99.5% (“Degreed Services Uptime Metric”).

   The Degreed Services Uptime Metric commences on the Go Live Date. “The Go Live Date” is the date at which Degreed has concluded end-user testing, Degreed has prepared the production environment, Customer has become familiar with software, and at which point the Customer end-users access the production environment with production data.

   Telephone Support / Customer Service:
   You will be able to contact support via telephone at our U.S. based office, India based office, Netherlands based office, Brazil based office, or Australia based office seven days a week (24X7) at (800) 311-7061. Users may also log tickets directly through the Core Platform.

2. Measurement method

   The Degreed Services Uptime Metric shall be confirmed using (1) Degreed standard reporting (which will be calculated using the standard uptime metric per production environment- either US, Europe or Canada) and (2) Zendesk tickets logged by or on behalf of Customer.

   Monthly uptime will be measured using the measurable hours in the month (total time minus any Excluded Events) as the denominator. The numerator is the denominator value minus the time of any outages in the month (duration of all outages combined that are not Excluded Events) to give the percentage of available uptime. An “outage” is defined as either (a) three consecutive monitor failures within a ninety second period, lasting until the condition has cleared; or (b) a key area of the functionality being unusable (such as learning content, pathways and plans), provided that (i) a reasonable workaround does not exist; and (ii) the issue is a regression from a previous release (i.e. something that used to work and is no longer working; and (iii) the majority of Users are affected.

   In order to qualify for a Service Credit, Customer or a Customer User must report the issue and log a ticket through Zendesk, Degreed’s technical support ticketing system. If it is confirmed that the issue reported is an outage as defined herein, then such outage will count toward the Degreed Services Uptime Metric outlined above.

3. Boundaries and exclusions

   The Degreed Services Uptime Metric shall not apply to performance issues caused by the following (each an “Excluded Event”):

   1. Overall Internet congestion, slowdown, or unavailability
   2. Unavailability of generic Internet services (e.g. DNS servers) due to virus or hacker attacks
   3. Force majeure events as described in the terms of agreement
   4. Actions or inactions of Customer (unless undertaken at the express direction of Degreed) or third parties beyond the control of Degreed
   5. A result of Customer equipment or third-party computer hardware, software, or network infrastructure not within the control of Degreed
   6. Scheduled Degreed maintenance window (Saturday from 12:00 AM to 3:00 AM Eastern Standard Time)
   7. Any emergency maintenance, upgrades and patches that occur are scheduled in advance and notified to Customer. Degreed will make every effort to make such changes outside of regular business hours (PST), but may do so during regular business hours in the event that such maintenance, upgrade or patch is done so to preserve the security of the Degreed Products.

4. Reporting

   In the event that Customer believes it is entitled to a Service Credit, then no later than ten (10) days following the month in which Customer believes it is so entitled, Customer will contact Degreed technical support by logging a ticket through Zendesk. Degreed will then identify all the tickets that were legitimate outages (less Excluded Events), total the downtime and then apply the calculation set forth in Section 2 above and report findings to Customer. If it is determined that Customer is owed a Service Credit, then Degreed shall apply such Service Credit as set forth in Section 5 below

5. Service Credits

   Degreed failing to meet the Degreed Services Uptime Metric may be reflected in adjustments to the duration of the initial contract year for Degreed pursuant to the following schedule (“Service Credits”):

   Monthly Uptime Rating	Rating	Service Credit
   99.5% and Above	Meets Expectations
   Between 95% – 99.49%	Tolerable but is considered a service default	Five (5) day extension of term of the Degreed Service at no cost to Customer
   Below 95%	Unacceptable and is a service default	Ten (10) day extension of term of the Degreed Service at no cost to Customer

   Degreed Ratings below 99.5% for a month shall be escalated by both parties to the vice president level (or equivalent), as outlined in this schedule.

   The Degreed Service Credits shall be cumulative and extend the initial term of the Degreed agreements at no cost to Customer. Therefore, any renewal of Degreed agreement shall be effective after Degreed Service Credits have been fully utilized.

6. Issue Response and Resolution Times

   Degreed shall exercise commercially reasonable efforts to correct any material issue reported by Customer in accordance with the priority level reasonably assigned to such issue by Degreed. The parties acknowledge though, that the average time to resolution timeframe set forth below is an estimate only and may be extended depending on the complexity of the error. The time periods set forth below are applicable during Degreed’s regular business hours. Please note that these support metrics apply to client admins and not individual Users. Degreed partners with clients in our implementation process to optimize end user support flows and provides a knowledge base, chatbot, and other tools for end users to obtain support and answers to questions.

   The following definitions will apply to such prioritization:

   • “Severity 1” Critical infrastructure is down or compromised in mobile and/or web. A datacenter has failed
   • “Severity 2” A key function is broken with no work-around
   • “Severity 3” A negligible loss of functionality that does not impact the service broadly

   Severity Level	Average Response Time	Average Time to Resolution
   Severity 1	4 hours	3 business days
   Severity 2	1 business day	30 days
   Severity 3	5 days	120 days