Product Institute Service Level Agreement (“SLA”) to the License Agreement

[Version: March 4, 2022]

This SLA is (i) incorporated into and made part of the terms of the Click-Through Agreement between Product Institute and Client with respect to Client’s and/or Client End-User’s use of the Product Institute System, and (ii) outlines the SL Commitment for the Product Institute System. Capitalized terms not defined within this SLA will have the meanings given to them in the Glossary, which is located at the following URL: https://productinstitute.com/p/glossary

1. SL Commitment. `

Product Institute will make the Product Institute System available to Client on a twenty-four hour, seven days a week (24x7) basis at an “SL Percentage Rate” of 99.9% as determined under Paragraph 2 below (“SL Commitment”).

The SL Commitment will commence on the date of Client’s first access to the Product Institute System and Services (“SL Start Date”). 

2. Calculation of SL Percentage.

Compliance with the SL Commitment will be calculated over a consecutive twelve (12) month period ending on each anniversary of the SL Start Date (“Service Period”). 

To determine compliance with the SL Commitment, the calculation of the SL Percentage Rate is determined by (i) subtracting the “Downtime” from the “Total SL Minutes, and (ii) dividing the difference by the “Total SL Minutes.” The formula for the preceding equation is as follows:

SL Percentage Rate = (Total SL Minutes - Downtime)/Total SL Minutes.

For the above calculation of the SL Percentage Rate, the following definitions will apply:

“Downtime” means downtime during a SL Period that’s not caused by or attributable to Permissible Downtime (as defined below).

“Total SL Minutes” means the total number of minutes in a Service Period, minus performance or service-level issues or problems caused by “Permissible Downtime.”

“Permissible Downtime” means downtime during a SL Period, which is caused by any of the following:

- Scheduled maintenance for which Product Institute gives Client at least forty-eight (48) hours’ prior notice;

- Force Majeure Event;

- Overall Internet congestion, slowdown, or unavailability;

- Suspension or termination of Client’s access to the Product Institute System by Product Institute pursuant to the Agreement; or

- Client equipment or third-party telecommunications, computer hardware, software, or network infrastructure not within the sole control of Product Institute.

3. Software Service Credits.

Subject to Section 5 below, if the Product Institute System or Service fails to meet the SL Commitment during a Service Period, as Client’s sole and exclusive remedy, Client may receive a credit to Client account as follows (“Service Credit”):

Service Availability and Credits

4. Credit Requests.

If Client believes the SL Commitment has not been met in a Service Period, in order to receive a Service Credit Client must send a request via email [email protected] no later than sixty (60) days after the end of the applicable Service Period. The email must include dates, times and descriptions of each instance of Downtime, and any supporting calculations. All properly submitted credit requests will be verified against Product Institute’s logs and system records.

To be eligible for a Service Credit hereunder, Client must maintain a paid subscription in good standing for a minimum of twelve (12) consecutive months. Clients are not eligible to receive Service Credit for any Service Period in which Client breached the Agreement or failed to meet payment obligations to Product Institute. Credits will be applied to future services only, and any unused credits will be non-refundable upon termination of the Agreement. Third Party Applications and Beta and trial services are excluded from and not covered by this Service Level Agreement and/or the SL Commitment. 

5. Right to Cancel Where Availability Drops Below 90%

Client may terminate the Click-Through Agreement with Product Institute if the following conditions are fully met:

a. the SL Percentage Rate as calculated in paragraph 2 above is less than 90%;

b. Client provides email notice to Product Institute no later than thirty (30) days after the end of the applicable Service Period that the SL Percentage Rate as calculated in paragraph 2 above was less than 90% -- the email must include dates, times and descriptions of each instance of Downtime, and any supporting calculations;

c. Product Institute verifies that the SL Percentage Rate for such Service Period was less than 90%; and

d. Product Institute is unable to cure by bringing the SL Percentage Rate above 90% for the next 30 days (for the purposes of this subparagraph d and the calculation of the SL Percentage Rate, the Service Period shall be measured on a 30-day basis beginning on the 3rd day after Client provides notice to Product Institute in subparagraph b above); and

e. Client provides notice to Product Institute of its desire to terminate the Click-Through Agreement – the effective date of the termination under this paragraph 5 shall be the date of such notice.

Upon termination of the Click-Through Agreement under this paragraph 5, Client shall be entitled a pro rata refund of the Course Fees based on the whole calendar months remaining under the Subscription Term immediately prior to such termination; provided however, that no such refund shall be made for any Client End-Users who have accessed an entire Course.