LAST UPDATE: AUGUST 1, 2023
Service Level Agreement
This Service Level Agreement (“SLA“) supplements the Service Agreement between Schoox, LLC and the customer identified on the applicable Order (the “Customer“), and addresses service availability and support obligations relating to the Schoox Learning Platform. Capitalized terms used but not otherwise defined in this SLA have the meanings assigned to such terms in the General Terms of Service available at www.schoox.com (the “Terms“). For the purpose of this SLA, the term “Service” refers to the Schoox Learning Platform.
1. Definitions.
a. “Business Day” means Monday through Friday, excluding public holidays in the United States and any other holiday recognized by Schoox.
b. “Emergency Maintenance” means any maintenance performed outside of the Scheduled Maintenance windows without advance notice to Customer where such maintenance is reasonably and urgently required to protect the integrity, availability, or security of any online systems impacting the Service.
c. “Excused Downtime” means the length of time the Service is unavailable due to:
1. Scheduled Maintenance;
2. Emergency Maintenance;
3. Force Majeure events described in Section 10(d) of the Terms; and
4. The actions or omissions of Customer, Customer’s Authorized Users, or any third party acting on Customer’s behalf or at Customer’s direction, including any actions constituting an Unsupported Use, as defined in Section 5 below.
d. “Operating Hours” means 8:00 am (U.S. Central Time) to 5:00 pm (U.S. Central Time) each Business Day.
e. “Scheduled Maintenance” means any maintenance performed during Schoox’s advertised maintenance windows or for which Schoox provides reasonable advance notice or coordination with Customer.
2. Service Availability.
a. Service Availability Commitment and Calculation. Schoox will make the Service available 99.9% of the time, excluding any Excused Downtime (the “Service Availability Commitment“). In each calendar month, “Service Availability” is calculated as follows:
Service Availability = Total minutes the Service is available during such month x 100 (divided by) Total minutes in such month minus Excused Downtime
b. Credits. Customer will receive a Credit for each full hour of downtime exceeding the Service Availability Commitment in a given month. A “Credit” will be calculated as five percent (5%) of the applicable monthly Fees for the affected Service, and may be applied by Customer towards the following: (i) add-on orders or upgrades to Services during the current Service Term; (ii) renewal of the Services at the end of the current Service Term; or (iii) in the event Customer elects not to renew the Service Term, a service extension of the current Service Term for a duration of time valued at the amount of the Credit. In order to receive a Credit, Customer must contact Schoox Support within ten (10) days of the end of the calendar month in which the event giving rise to such Credit occurred. Credits are based on monitoring, shall not exceed 100% of the applicable monthly fees, may not be carried over or aggregated, are forfeited at the expiration or termination of the Service Agreement, and will not be paid or provided as a cash refund.
c. Status Reports. Service availability status reports are accessible at https://status.schoox.com.
3. End User Support.
a. Support Level Responsibility. Schoox and the Customer Administrators shall cooperate to respond to help requests from end users in accordance with the following procedures:
b. Support Procedures. If the Customer Administrator believes an end user problem qualifies as Level II or Level III and requires support from Schoox, or if the Customer Administrator otherwise detects an incidence affecting Customer’s Academy, such Customer Administrator will open a support case by notifying Schoox of such incident using one of the notification methods outlined in Section 3(c) below. Once notified, Schoox will act in accordance with the case management procedures set forth in Section 4 below. Schoox will assign an internal case owner who will update the case documentation as the incident is resolved and will report progress to the Customer Administrator via email, phone, or other channel as reasonably requested by such Customer Administrator. Upon resolution, Schoox’s designated case owner will close the case.
c. Notification Methods. The Customer Administrator may notify Schoox of a Level II or Level III support incident as follows:
1. By telephone during Operating Hours;
2. By email to support@schoox.com; and
3. By submitting an on-line support ticket through the Schoox app.
4. Case Management.
a. Priority Designations. Upon receipt of a support incident notification from the Customer Administrator, Schoox will assign the case a priority level based on the severity of incident and will resolve such matter in accordance with the protocols applicable to such priority level set forth on Appendix A (Support Case Management Protocols) attached hereto.
b. Incident Resolution. Schoox may, in its sole discretion, provide a temporary or so-called “workaround” solution for the issue causing a support incident until a permanent fix is available. A workaround solution that downgrades the priority level of an incident is considered a valid resolution of the initial support case, even though such case may remain open at the lower priority level.
c. Customer Obligations. Customer agrees to cooperate with Schoox to resolve a support case, including by providing information describing the support incident so that Schoox may accurately diagnose, prioritize and resolve such incident. Schoox’s support obligations are contingent upon Customer’s prompt response to reasonable requests from Schoox relating to the resolution of a support case. In addition, Customer shall use reasonable efforts to notify Schoox via email to support@schoox.com at least two (2) Business Days before scheduled maintenance or modification of Customer’s systems or a change in Customer’s personnel (including the Customer Administrator) that may impact the Services.
5. Unsupported Use.
Schoox is not obligated to provide support, respond to Customer’s incident notifications, or resolve any issue that Schoox determines, in its sole discretion, is caused by any of the following (each an “Unsupported Use“):
a. Customer’s use of the Services on devices or browsers other than those recommended by Schoox;
b. Customer’s failure or refusal to follow the then-current APIs, documentation and specifications provided to Customer by Schoox;
c. Customer’s use of systems and Interfaces operated by third parties, such as telecommunications providers, payment processors, financial institutions, payment networks and others;
d. Customer’s breach of the Service Agreement, including Schoox’s Acceptable Use Policy; and
e. Any use or configuration of the Service that exceeds Schoox’s recommended limits.
6. Sole and Exclusive Remedies.
The Credit described in Section 2(b) above shall be Customer’s sole and exclusive remedy and Schoox’s sole and exclusive liability for any breach of the obligations set forth in this SLA. Any monetary damages available to Customer as the result of Schoox’s breach shall be reduced by any Credit(s) received by Customer under this SLA and any such Credit(s) shall apply toward the limitation of Schoox’s liability under the Service Agreement.
7. Miscellaneous.
This SLA is hereby incorporated with and made a part of the Service Agreement. In the event of a conflict between the terms of this SLA, the Terms, and/or Order, the terms will control in the following order: (1) the applicable Order; (2) the SLA, and (3) the Terms. Schoox reserves the right to modify the terms of this SLA from time to time in accordance with the Terms.
[End of Service Level Agreement]
Appendix A – SLA
SUPPORT CASE MANAGEMENT PROTOCOLS
*Timeline begins when the Customer Administrator reports an issue to Schoox and a support case is opened. Initial response is achieved when Schoox acknowledges the receipt of the Customer Administrator’s notification. “Hours” refers to Operating Hours.
** First status report occurs when Schoox provides the Customer Administrator an initial explanation of the cause of the incident. Subsequent updates are regular progress reports by Schoox regarding the resolution of the incident, including estimated time of the issue will be resolved.
[End of Appendix A – SLA]