Service Level Agreement

This Service Level Agreement governs the provision of Software support services and, for Cority-hosted clients, Software availability and forms part of the software and services agreement (the “Agreement”) between Cority Software Inc. or its Affiliate (“Cority”) and the client collectively identified in an Agreement or in an order form incorporating the Agreement (“Client”). If the Agreement is between an affiliate of Cority and Client, all references to “Cority” in this Service Level Agreement will refer to the Cority Affiliate. Any capitalized terms not otherwise defined herein will have the meaning given to them in the Agreement.

By entering into an Agreement that references and incorporates these terms and conditions, Client accepts the terms and conditions set forth herein.

Last Updated: April 28, 2025

1. Definitions

• 1.1 “Available” means that the Software is available to Client for normal use.
• 1.2 “Critical”, “High”, “Medium” and “Low” Priority Support Cases mean the following:

• 1.3 “Disaster” means a situation where data and services at Cority’s primary data hosting center become unavailable or are expected to be unavailable for more than four (4) consecutive hours.
• 1.4 “Downtime” means any period during which the Software is not Available, and which is expressed in minutes.
• 1.5 “Emergency Maintenance” means Downtime of the Software outside of the Scheduled Maintenance hours required to implement urgent patches or fixes, or to undertake other urgent maintenance activities.
• 1.6 “Excused Downtime” means Downtime resulting from: (i)the performance of Scheduled Maintenance or Emergency Maintenance; (ii) an event of force majeure; or (iii) any of the circumstances described in section 2 below.
• 1.7 “Expected Availability” means 7 days per week, 24 hours per day, excluding Scheduled Maintenance, in minutes.
• 1.8 “RPO” means the targeted period in which data might be lost from a service due to a Disaster.
• 1.9 “RTO” means the targeted length of time required to restore normal operations following a Disaster.
• 1.10 “Scheduled Maintenance” means planned Downtime, including for server and network maintenance to replace or repair components, update, or upgrades. Cority will make commercially reasonable efforts to notify Client in advance of any Scheduled Maintenance, including through the Cority User Community.
• 1. 11“Support Case” means any request or ticket filed to resolve an issue, seek assistance, or report a bug or error with the Software.
• 1.12 “Unexcused Downtime” means any Downtime that is not Excused Downtime.
• 1.13 “User Community” means the online portal that enables end users to connect, collaborate and engage with other end users and access information on Software updates, training, events, and news, which is accessible through the following URL: https://uc.cority.com.

2. Technical Support

• 2.1 Support Packages. For Cority-hosted Clients, Cority offers standard, gold and platinum support packages. If Client has not paid for a gold or platinum support package as part of its Agreement, it will be provided standard support. For Self-Hosted Clients, Cority only offers standard support.
• 2.2 Scope of Support. The standard, gold and platinum support packages include the following as part of each 12-month Software subscription period:

• 2.3 Cority Connect Access. For Cority-Hosted clients that have selected and paid for the Gold or Platinum support package, they will be entitled to the number of Cority Connect tickets, which grant entry to the event, set forth in Section 2.2 above and any additional tickets are subject to charges. Clients are responsible for the costs associated with travel arrangements, meals and accommodations for each Cority Connect event.
• 2.4 Queue Priority. For Cority-Hosted clients that have selected and paid for the Gold or Platinum support package, their Support Cases will be granted priority treatment.
• 2.5 Fast Track Support Cases that Require Software Development. For Cority-Hosted clients that have selected and paid for the Gold or Platinum support package, they will be entitled to fast track the treatment of the number of Support Cases set forth in Section 2.2 above that require Software development. Fast tracking ensures the Support Case is granted priority treatment; however, it does not guarantee a quicker resolution of the Support Case. The time required to resolve the Support Case will vary, amongst other things, according to the complexity and timing of the Support Case and resource availability at the time the request is made. Clients may obtain updates on the Support Case from their analyst or customer success manager.
• 2.6 Support Region and Support Language. Cority will provide Client with support from the regions and in the language identified in Section 2.2 above. For Cority-Hosted clients that have selected and paid for the Gold or Platinum support package, they’re entitled to select region-restricted support or the language of support based on the options set forth in Section 2.2 above. If they have selected region-restricted support, the region must be identified in their Agreement or in their order form. Otherwise, Gold or Platinum support package clients will be deemed to have selected global support in English, and French or Spanish.
• 2.7 Designated Support Analyst. For Cority-Hosted clients that have selected and paid for the Gold or Platinum support package, they will be assigned a designated analyst and senior analyst respectively. Cority may, at its sole discretion, change the analyst with reasonable justification or assign a back-up for absences.
• 2.8 Customer Success Manager. For Cority-Hosted clients that have selected and paid for the Gold or Platinum support package, they will be assigned a designated customer success manager to oversee the commercial relationship. Cority may, at its sole discretion, change the customer success manager with reasonable justification or assign a back-up for absences.
• 2.9 Custom Admin Training. For Cority-Hosted clients that have selected and paid for the Gold or Platinum support package, Cority will provide, upon request, custom admin training up to the number of hours set forth in Section 2.2 above. The date of the training will be mutually agreed upon by the parties and the training will be recorded. Any additional training is subject to charges and such charges will be quoted upon request.
• 2.10 System Health Monitoring. For Cority-Hosted clients, they will be granted the ability to monitor system health through the methods set forth in Section 2.2 above. In the case of Cority-Hosted Clients that have selected and paid for the Gold or Platinum support package, they will be entitled to receive system health reports in accordance with the frequency set forth in Section 2.2 above. Eligible Clients must request the system health report in order to receive it.
• 2.11 Support Review. For Cority-Hosted clients that have selected and paid for the Gold or Platinum support package, they will be entitled to support review meetings in accordance with the frequency set forth in Section 2.2 above. These meetings are designed to evaluate support performance over the course of the year and will be scheduled upon request and on a date agreed upon by the parties.
• 2.12 Data Purge/archive. For Cority-Hosted clients that have selected and paid for the Gold or Platinum support package, they will be entitled to assistance with the purging or archiving of data upon request but only in accordance with the frequency set forth in Section 2.2 above. Any additional assistance with the purging or archiving of data is subject to additional charges, and such charges will be quoted upon request.
• 2.13 Unused Benefits and Entitlements. Any unused benefits or entitlements granted under Section 2.2 above do not carry forward and instead expire.
• 2.14 Support Limitations. Prior to using the technical support services, Client’s personnel must be reasonably familiar with the Software by undergoing formal training provided by Cority or the equivalent in informal training provided by Client. Technical support is available for the purpose of responding to possible errors in the Software and other issues of a technical nature. Technical support does not include implementation services, programming, report generation, resolution of the Client’s computer system problems that are unrelated to the operation of the Software, or troubleshooting issues related to Client’s infrastructure, including servers, networks, or client devices. Cority’s Maintenance and Support Guide is available to Client via the Cority User Community and sets out additional details relating to Cority’s technical support services. Cority may modify the Maintenance and Support Guide from time to time in Cority’s sole discretion, and updated versions will be made available to Client via the Cority User Community.
• 2.15 Client Assistance and Collaboration. Client will promptly provide Cority with reasonable assistance and collaboration to determine the cause of support issues and to resolve support issues, including where necessary providing Cority with remote access to the Client’s instance of the Software and sending information or system data to Cority.
• 2.16 Support Requests.
  • Method of Support. All requests for technical support must be submitted to Cority via the channels set out in section 2 above. Each Support Case will be assigned a unique case number and Cority will use commercially reasonable efforts to reproduce and diagnose all Support Cases and correct all issues that it is able to reproduce.
  • Priority Level. Client may, acting reasonably, indicate the priority levels for each Support Case from the levels set out below. Notwithstanding Client’s selection, Cority may modify the priority level assigned to a Support Case in its sole reasonable discretion.
  • Response Time Objectives and Resolution Time Objectives. Cority will use commercially reasonable efforts to provide Client with an initial responses and resolution of each Support Case within the Response Time Objective and Resolution Time Objectives set out in Section 2.2 above, which will vary based on the support package selected and paid for by the Client. The timelines set out in Section 2.2 are targets and not a guarantee of performance. The parties acknowledge and agree that it will take time for Cority to complete a root cause analysis of the Support Case and rushing a fix that may ultimately break is in neither party’s interests.
  • Self-Hosted Support Requirements. For Self-Hosted Clients, Client must provide Cority with logs and a scrambled database copy for troubleshooting purposes.
  • Self-Hosted Support Limitations. In instances where resolution of a Support Case requires Software development, Self-Hosted Clients will not have access to on-demand hotfixes and will instead need to wait for the next Software Upgrade. The resolution time objective will be increased by the time required to develop and disseminate the subsequent Software Upgrade for Self-Hosted Clients.
• 2.17 Upgrades, Updates and Patches. In order to obtain support, all clients must (i) upgrade to the latest version of the Software at all times and (ii) implement updates and patches. If the failure to upgrade and/or implement updates and patches results in a Support Case or the exploitation of a Software vulnerability, Cority will be released from any ensuing liability to the extent the Support Case or Software vulnerability would have been resolved by undertaking the upgrade and/or implementing the update and/or patch.
• 2.18 Third-Party Software. Cority will provide Client with first level support for any Third-Party Software licensed under the Agreement. If Cority is unable to resolve a Support Case created by Client involving Third-Party Software, Cority will open a support ticket with the Third-Party Software provider and such support ticket will be addressed in accordance with the Third-Party Software provider’s standard support services. Any Support Cases involving third-party software will not be subject to the Resolution Time Objectives set forth above. Instead, such support tickets will be subject to the resolution time objectives, if any, made available by the Third-Party Software provider.

3. Availability (Applicable only for Cority-Hosted clients)

• 3.1 The Software will be Available 24 hours a day, 7 days a week, 365 days a year in accordance with the up-time percentage set forth in Section 2.2 above, which will vary based on the support package selected and paid for by the Client. Availability will be expressed to one decimal point with the decimal place rounded up or down to the nearest one-tenth of a percentage point. Availability applies only to production instances of the Software. Availability will be calculated as follows for each calendar month:
• 3.2 Exclusions. Unexcused Downtime does not include any Downtime arising from: (a)Client’s use of any systems that do not comply with the system requirements in the applicable documentation; (b) networks, systems, hardware, equipment, or software not provided by Cority that are installed on or used in connection with the Client’s systems; (c) Client’s negligence, operator error, or use of the Software other than in accordance with Cority documentation or applicable law; (d) Client’s failure to secure login and password information or otherwise safeguard the Software against unauthorized access; (e) Client’s system management or system administration, including connectivity issues caused by corporate networking (firewalls, proxies, etc.); (f) interruptions or delays in providing the Software resulting from power, telecommunication or Internet service provider failures outside of Cority’s datacenter or cloud hosting environment; or (g) a Disaster.
• 3.3 Emergency Maintenance. If Emergency Maintenance is required, Cority will immediately contact Customer and provide the expected start time of the Emergency Maintenance, its planned duration, and whether Cority expects the Services to be unavailable during the Emergency Maintenance.
• 3.4 Chronic Availability Failure. If Cority fails to meet the Availability set out in Section 2.2 above in three consecutive calendar months or in four calendar months in any 12-month period, Client may terminate the Agreement and any pre-paid annual fees applicable to the unused post-termination period will be refunded to Client on a pro-rata basis.

4. Backup & Recovery (Applicable only for Cority-Hosted clients)

• 4.1 Cority will perform daily backups using industry standard practices and will provide offsite storage of backup files on a weekly basis. Cority will use commercially reasonable efforts to restore any corrupted files following a failure event within 24 hours (72 hours for backups in off-site storage) using the most current backup files available.

5. Disaster Recovery (Applicable only for Cority-Hosted clients)

• 5.1 Recovery Objectives. In the event of a Disaster, Cority’s RTO and RPO are as follows: