This agreement represents a Service Level Agreement (“SLA”) between Amplio Learning Technologies Inc. (formerly AmplioSpeech Inc.)(“Amplio”) and Entity for the provision of services required to support use of the Platform. Capitalized terms not defined below have the meanings ascribed to them in the Terms and Conditions or other written agreement between the parties, as applicable (“Agreement”).

1. Service

Amplio shall provide the following support services:

Provide training materials for professionals and authorized users of Entities on use of the Platform.
Technical support during school hours to assist in troubleshooting technical issues with use of the Platform if and when they arise. Support may be provided by email, telephone or via the Platform to any End User.
Assign an Onboarding Specialist who will lead the implementation project and ensure that Amplio and Entity are coordinated with respect to the use of the Services.
Assign an Adoption Specialist who will assist Entity with defining KPIs (success metrics), implementing communication campaign methods to drive utilization of the Platform and attaining KPIs.

2. Platform Service Levels

• Definitions
  • “Actual Monthly Uptime Percentage” = (A-B+C)/A X 100, where
    • A = Total Monthly Time;
    • B = Unavailable Monthly Time; and
    • C = Excluded Monthly Times.
  • “Excluded Monthly Time” is defined in Section ‎2‎(f) below.
  • “Monthly Uptime Percentage Threshold” means 99.5%
  • “Total Monthly Time” means the total number of minutes in the applicable calendar month.
  • “Unavailable Monthly Time” means the number of minutes in the applicable calendar month during which the Platform was unavailable for use during school hours.
• If, during any month throughout the Term, the Actual Monthly Uptime Percentage falls below the Monthly Uptime Percentage Threshold, then Entity will be eligible to receive a dollar credit equivalent to the amount Entity paid for the last 5% of student seats in the applicable calendar month (“Service Credit”), subject to the below.
• To receive a Service Credit, Entity must submit a written request to Amplio at service@ampliolearning.com, within thirty (30) days from the last day of the calendar month in which Entity claims Amplio failed to meet or exceed the Monthly Uptime Percentage Threshold. All submissions must include: (i) “SLA Claim” as the subject of the request; (ii) the dates and times of Unavailable Monthly Time; and (iii) any documentation of the applicable outage.
• Amplio implements measurement and monitoring tools and procedures to measure and monitor the performance of the Platform against the Monthly Uptime Percentage Threshold. All claims will be verified against Amplio’s measurements, provided that Amplio will adjust the uptime results as necessary to account for any Excluded Monthly Times.
• Each Service Credit will be applied to future amounts payable by Entity to Amplio for usage of the Platform. No refunds or cash value will be given.
• Anything to the contrary herein, no Unavailable Monthly Time will be deemed to have occurred if downtime: (i) is caused by factors outside of Amplio’s reasonable control, including, without limitation, telecommunications provider-related problems or issues, internet access or related problems occurring beyond the point in the network where Amplio maintains access and control over the Platform, and cyber attacks; (ii) results from any actions or inactions of Entity or any third party (except for Amplio’s agents and subcontractors); (iii) results from the Entity’s equipment, software or other technology, add-on services, or third party equipment, software or other technology (except for those within Amplio’s direct control); (iv) occurs during Amplio’s scheduled maintenance (not to be conducted during school hours); (v) occurs during Amplio’s emergency maintenance (maintenance that is necessary for purposes of maintaining the integrity or operation of the Platform); or (vi) periods of Unavailable Monthly Time that are less than 5 minutes of continuous unavailability in duration (collectively, the “Excluded Monthly Times”).
• With respect to any failure of Amplio to meet the Monthly Uptime Percentage Threshold, this SLA states Amplio’s sole and entire liability to Entity and Entity’s sole remedy.

3. Entity Responsibilities

• Create End-User accounts and/or timely provide Amplio the information required to create End User accounts. Ensure such information is up-to-date, true, and accurate. De-activate accounts when an End User no longer requires access to or use of the Platform.
• Make the Platform accessible and meet the technical requirements (such as compatible devices, access to the internet and data services, and certain necessary software as per Amplio’s Minimum System Requirements such that End-Users can reach, access and use the Platform as intended) within its facilities and/or to all End Users. Provide support for such access and requirements and provide contact details for Person who will be responsible, therefore.
• Ensure all Entity Professionals and authorized personnel of Entity performs training on the use of the Platform.
  Ensure all Entity Professionals are qualified and/or certified and/or authorized by applicable laws and regulations to provide the applicable special education services to Students.
• Obtain all required End User consents, including without limitation the consent of parents or guardians of Students to receive the treatment through the Platform, prior to use of the Platform.
• Assign the main point of contact responsible for the above.