Service Level Agreement

This Uptime Service Level Agreement (this “SLA”) supplements the License Agreement, and together such documents, and others referenced in the License Agreement, form the binding agreement (the “Agreement”) between Yardstick (now Meazure Learning) and the Licensee.

Terms defined in the License Agreement will have the same meaning when used in this SLA.

1. Yardstick (now Meazure Learning) Uptime SLA. Yardstick (now Meazure Learning) shall use all reasonable commercial efforts, being no less than accepted industrial standards in this regard, to ensure that the Meazure Exam Platform is available to 99.5% of the time in any calendar month.

2. The following definitions shall apply to the Yardstick (now Meazure Learning) Software Uptime SLA.

• “Downtime” means the time commencing when the Licensee or any End User reports to Yardstick (now Meazure Learning) an interruption of Uptime with respect to the Licensee website and ends when Yardstick (now Meazure Learning) notifies the Licensee or the End User the service interruption has been resolved and Uptime in the normal course has been restored. Percentage of Downtime shall be calculated monthly for each calendar month of the Initial Term and prorated for any partial month following the Effective date.
• “Maintenance Time” means the time scheduled by and reserved for Yardstick (now Meazure Learning) to implement application upgrades to and general maintenance of the Technology and the Licensee Website as required. Yardstick (now Meazure Learning) agrees to use all reasonable commercial efforts to limit Maintenance time to a maximum of 3.75 hours per month.
• “Uptime” means that the Licensee Website is available to the Licensee and all Licensee end users (“End Users”) for use without interruption or significant slowdown in the normal course excluding Maintenance Time. Percentage of Uptime shall be calculated monthly for each calendar month of the Term and prorated for any partial month following the Effective Date.

3. Performance Standards.

• Yardstick (now Meazure Learning) shall provide Uptime equal to 99.5% of a standard calendar day of twenty-four (24) hours for each and every day in a calendar month;
• Yardstick (now Meazure Learning) shall provide the Licensee with at least eight (8) hours written notice of scheduled Maintenance Time;
• Maintenance Time shall occur during Licensee Website non-peak usage times such times being between 1:00 AM MST and 5:00 AM MST daily; and
• Yardstick (now Meazure Learning) shall provide notice to the Licensee as soon reasonably practicable do so when Yardstick (now Meazure Learning) is notified by third-party service providers of planned downtime.

4. Uptime SLA Exclusions. The Uptime SLA does not apply to any performance issues:

• caused by factors outside of Yardstick’s (now Meazure Learning’s) reasonable control; or
• that resulted from any actions or inactions of you or any third parties.

This Yardstick (now Meazure Learning) Uptime SLA states your sole and exclusive remedy for any failure by Yardstick (now Meazure Learning) to provide the Services as a result of Downtime.