Cognism Service Level Agreement

This document (the “Service Level Agreement” or “SLA”) contains service levels for the Services provided by Cognism to Customer pursuant to an Order Form and the Agreement under which Customer acquired its rights to use the Services.

1. Definitions.

Unless otherwise expressly defined in this SLA, any capitalised terms used throughout shall have the meaning ascribed to them in the Agreement. For the purposes of this SLA, the following definitions shall apply:

1.2. “Downtime” means any period in which the Services are not available and specifically excludes any time in which the Services are not available because of: (a) periodic scheduled maintenance or repairs we may undertake from time to time, of which you have been notified or have been made public via a Cognism announcement, (b) emergency maintenance, (c) interruptions caused by you, from your configuration, custom scripting, coding or the installation of third-party applications, (d) causes beyond our control or that are not reasonably foreseeable, (e) outages related to the reliability of certain programming environments, (f) distributed denial of service (DDOS) attacks, (g) load or penetration testing by Customer, or (h) usage of alpha, beta, or other non-generally available features or services.

1.3. “Monthly Subscription Fee” means the annual subscription Fee specified in the applicable Order Form, pro-rated monthly.

1.4. “Services” means the Cognism platform made available to Customer on a software-as-a-service basis.

2. Service Levels.

2.1. Service Level Standards. During the applicable Term, Cognism will maintain during each each month the average availability for the Services of at least 99.95% (“Monthly Uptime”).

2.1.1. Determination of Monthly Uptime. The average availability during in each month will be measured and monitored from Cognism’s facilities and calculated using the following formula:

2.2. Service Level Credits. If the Services fail to meet the Monthly Uptime, Customer will be eligible to request a credit, calculated as follows (the “Service Level Credits”):

Monthly Uptime	Service Level Credit
< 99.5% - ≥ 99.00%	5% of the Subscription Fee applicable to the relevant month
< 99.00% - ≥ 97.50%	10% of the Subscription Fee applicable to the relevant month
< 97.5% - ≥ 95.00%	20% of the Subscription Fee applicable to the relevant month
< 95.00%	50% of the Subscription Fee applicable to the relevant month

 

If the Services fail to meet the Monthly Uptime during any given month, and Customer requests a Service Level Credit under Section 2.4 below, then Cognism will provide Customer with a Service Level Credit equal to the percentage of the Monthly Subscription Fees for the month in which the service level failure occurred, corresponding to the Monthly Uptime specified in the “Service Level Credits” table above. Each Service Level Credit will be paid by Cognism to Customer by way of a credit on the next invoice submitted by Cognism to Customer. If any credits are unutilized upon expiration or termination of the applicable Term, then Cognism will apply such credits to any other Fees or expenses payable by Customer to Cognism. If there are no such other Fees or expenses, then Cognism will pay Customer the credit amount.

2.3. Limited Remedy. The rights to the Service Level Credits above are Customer's sole and exclusive remedy for any failure by Cognism to meet the Monthly Uptime. The maximum total credit for failure to meet the Monthly Uptime for any given month will not exceed 50% of the Monthly Subscription Fees. Service Level Credits that would be available but for these limitations will not be carried forward to future months.

2.4. Scope. The Service Level commitments apply only to production use of the Services, and do not apply to any non-production tenants or environments, such as staging and testing tenants and environments. The Service Levels apply only if Customer’s utilisation of the Services is compliant with the applicable Order Form. Customer is not entitled to any Service Level Credit if it is in breach of the Agreement (including Customer’s payment obligations) at the time of the occurrence of the event giving rise to the credit. To request a Service Level Credit, Customer must contact Cognism in writing within five (5) business days of the occurrence of the event giving rise to the credit. If Customer makes a request for a report on their Monthly Uptime pursuant to such a Service Level Credit inquiry, Cognism will provide a report of Customer’s Monthly Uptime in that impacted month.