Last updated: October 10, 2020

KYOO SERVICE LEVEL AGREEMENT

This Kyoo Service Level Agreement ("SLA") accompanies the Kyoo Terms and Conditions, available at https://kyoo.ai/legal/terms or a successor URL (the "Agreement") entered into between the Customer and Kyoo. Capitalized terms used in this SLA that are not defined herein have the meanings given to them in the Agreement.

1. Definitions

Scheduled Maintenance. "Scheduled Maintenance" means Kyoo's scheduled routine maintenance of the Products for which Kyoo notifies Customer at least twenty-four (24) hours in advance. Scheduled Maintenance will not exceed eight (8) hours per month.

2. Target Availability

2.1. Kyoo shall use its reasonable endeavours to ensure an uptime rate for the Products of not less than 99.97% in any given calendar year. ("Target Availability").

2.2. Exclusions. The calculation of uptime will not include unavailability to the extent due to:

i. use of the Products by Customer in a manner not authorized in this Agreement or the applicable Documentation;

ii. general Internet problems, force majeure events or other factors outside of Kyoo's reasonable control;

iii. Customer's equipment, software, network connections or other infrastructure;

iv. Third-party systems, acts or omissions; or

v. Scheduled Maintenance or reasonable emergency maintenance.

3. The Remedy

3.1. The Remedy for Failure to Meet Target Availability. If there is a verified failure of a Product to meet Target Availability in two (2) consecutive months, then Customer may terminate the applicable Subscription Term by sending written notice of termination within thirty (30) days after the end of the second such month, in which case Kyoo will refund to Customer any fees Customer has pre-paid for use of such Product for the terminated portion of the applicable Subscription Term.

This termination and refund right is Customer's sole and exclusive remedy, and Kyoo's sole and exclusive liability, for Kyoo's failure to meet the Target Availability.