O.C. Tanner Service Level Agreement

This Service Level Agreement supplements the Agreement between Customer and Supplier. Unless otherwise defined in this SLA, capitalized terms used in this SLA have the meanings given to them in the Agreement.

1. Definitions

• 1.1. Platform means Supplier’s software and software-as-a-service platform associated with and necessary for Customer to use the Program(s), including any Customer-branded website that Supplier hosts, the features and functionalities Supplier makes available for remote use as a web-based, cloud-based, or similar online service, and (where applicable) the Mobile App.
• 1.2. Uptime means the percentage of time during a month (not including Uptime Exclusions) in which Platform functionality necessary to achieve access and use is operating in accordance with the Agreement.
• 1.3. Uptime Exclusions means any unavailability caused by circumstances beyond Supplier’s reasonable control, including force majeure events, failure or delay of Customer’s internet connection, misconfiguration by Customer, issues on Customer’s network, or scheduled maintenance or reasonable emergency maintenance.
• 1.4. Subscription Fee means the fee stated in the Agreement or SOW that relates solely to access to and use of the Platform, and does not include any fees related to products, merchandise, gift cards, or other awards purchased or otherwise acquired via the Platform.

2. Service Level Commitment. Supplier will use commercially reasonable efforts to provide 99% Uptime (“Service Level Commitment”). Uptime is calculated as a percentage by (a) subtracting the time during the month in which critical business functions are not accessible from the total time in the month; (b) adding the time of Uptime Exclusions during the month to the result in (a); and (c) dividing the result in (b) by the total time in the month.

3. Service Credits

• 3.1. Eligibility. To be eligible to receive a service credit, Customer must request the credit within 30 days after the month in which the Uptime fell below the thresholds set out in Section 3.2 below. Customer must contact its designated Supplier client success specialist in writing to request the credit. Upon Customer’s valid request, Supplier will apply the credit as set out in Section 3.2.
• 3.2. Issuance of Service Credits. If Supplier confirms that the Uptime falls below the thresholds in the table below in any one-month billing cycle, Customer will be entitled to the credits defined below against a future payment due. The applicable credit is a percentage of Customer’s monthly Subscription Fee for the month in which Supplier failed to provide the Service Level Commitment.

‍4. Exclusive Remedies. Service Credits are Customer’s exclusive remedy and Supplier’s entire liability for Customer’s failure to provide the Service Level Commitment.