KnowledgeLake Master Subscription Agreement
Last Revised: June 10th, 2022
Effective Date for Existing Customers: August 1, 2022
We have updated Our Master Subscription Agreement. If You are a new Subscriber, then this Master Subscription Agreement will be effective as of June 10th, 2022. If You are an existing Subscriber, We are providing You with prior notice of these changes which will be effective as of August 1st, 2022. For the previous version of Our Master Subscription Agreement or Cloud Service Subscription Agreement, please click here.
1. Preliminary Matters
This Agreement is effective, and Customer agrees to be bound by its terms upon the earlier of (1) the use of the Service or (2) the execution by Customer of the initial executed quote (“Order Form”) for the KnowledgeLake Cloud Service (“Agreement Effective Start Date”). Upon mutual execution, each Order Form shall be incorporated into and form a part of this Agreement. Any online Order Form which Customer submits via KnowledgeLake’s standard order process and which is accepted by KnowledgeLake shall be deemed to be mutually executed. If the terms of this Agreement are considered an offer, acceptance is expressly limited to such terms.
If this Agreement is on behalf of a company or other legal entity, you represent that you have the authority to enter into such acceptance and to bind such entity and its affiliated users to the terms of this Agreement, in which case references to “you” and “your” in this Agreement shall mean such entity. If you do not have such authority or if you do not agree with the terms of this Agreement, you may not accept this Agreement or use the Service.
This Agreement applies to the Service specified herein and does not replace or supersede any separate agreements you may have with KnowledgeLake applicable to other KnowledgeLake products or services. KnowledgeLake may update this Agreement at any time by providing notice of such update to Customer through the Service or as set forth in this Agreement. Customer agrees that its continued use of the Service after it receives notice of the update shall constitute its assent to the updated Agreement.
This Agreement also governs any free trial for the Service.
Capitalized terms not otherwise defined elsewhere in this Agreement shall have the following meaning:
“Account” means a User’s credentials for accessing the Service.
“Administrator” means a person designated by Customer to have an Account with the authority to utilize the Administrative Console to create and manage Accounts associated with Customer.
“Administrative Console” means the functionality within the Service that allows Customer to manage User access, security, and other administrative functionality for Accounts and where Customer shall receive updates or notifications for their Accounts and the Service.
“Agreement” means this KnowledgeLake Master Subscription Agreement together with all Order Forms and exhibits which are entered between KnowledgeLake and Customer.
“API” means the application-programming interface used by Customer to access certain functionality as provided by KnowledgeLake.
“KnowledgeLake Reseller” means an entity that has entered into an agreement with KnowledgeLake that, among other things, authorizes the entity to resell the Service and, if applicable, provide certain services.
“KnowledgeLake Cloud Service” means the cloud-based software-as-a-service application provided by KnowledgeLake (including any KnowledgeLake Software) and subscribed to under the Order Form.
“KnowledgeLake Software” means optional software provided by KnowledgeLake for installation on a User’s device or accessed by Users from the Customer’s or User’s software, hardware or other devices and that allows a User to use certain functionality in connection with features of the Service.
“Support Services” refers to the technical support, training, and managed services detailed in Exhibit A.
“User” means any Administrator, or user.
“User Documentation” means KnowledgeLake’s then current published documentation specifying the functionality of the Service that is made generally available by KnowledgeLake to its customers or its users.
3. Grant of License and Restrictions.
Subject to these terms and any applicable user and use limitations, KnowledgeLake grants Customer a personal, non-sublicensable, non-exclusive, right to access and use the Service in accordance with KnowledgeLake’s User Documentation as set forth on the Order Form during the applicable Order Form Term (as defined below). As between the Parties, KnowledgeLake retains sole ownership of all KnowledgeLake Software, the Service, and rights therein. Customer shall not (and shall not permit any third party to), directly or indirectly:
- reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service (except to the extent applicable laws specifically prohibit such restriction);
- modify, translate, or create derivative works based on the Service;
- copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service;
- provide the Service to a third party;
- remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof;
- use the Service to build an application or product that is competitive with any KnowledgeLake product or service;
- interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; or
- bypass any measures KnowledgeLake may use to measure or restrict access to the Service (or other accounts, computer systems or networks connected to the Service).
If Customer becomes aware of any actual or threatened activity prohibited under this section, Customer shall, and shall cause its Users to, immediately take all reasonable measures possible to stop the activity or threatened activity and promptly notify KnowledgeLake of the situation.
Customer is responsible for Customer’s activity in connection with the Service, including but not limited to uploading Customer Data (as defined below) onto the Service, unless otherwise agreed by the parties in writing. Customer:
- shall use the Service in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws, and the transmission of technical or personal data laws); and
- shall not use the Service in a manner that violates any third-party intellectual property, contractual or other proprietary rights. Customer shall not disclose results of any Service benchmark tests or use the Service for purposes of competitive analysis.
KnowledgeLake may suspend Customer’s access to all or any part of the Service without incurring any resulting obligation or liability, if:
- KnowledgeLake receives a legally binding judicial or other governmental demand or order, subpoena, or law enforcement request to do so;
- Customer’s access to the system disrupts the system or creates a security risk to the system that, in KnowledgeLake’s reasonable judgment, cannot be otherwise addressed with equal efficacy; or
- KnowledgeLake reasonably believes that:
- Customer has failed to comply with any material term of this Agreement or used the Service beyond the scope of the rights granted or for a purpose not authorized under this Agreement;
- Customer has used the Service for fraudulent, misleading, or unlawful activities; or
- this Agreement expires or is terminated. This section shall not limit any of KnowledgeLake’s other rights or remedies, whether at law, in equity, or under this Agreement.
KnowledgeLake shall provide notice to Customer of the reason for any suspension and promptly restore Customer’s access if the cause for the suspension ceases.
Upon payment of any applicable fees set forth in each Order Form, KnowledgeLake agrees to use reasonable commercial efforts to provide standard implementation assistance for the Service only if and to the extent such assistance is set forth on such Order Form (“Implementation Assistance”). If KnowledgeLake provides Implementation Assistance in excess of any agreed-upon hours estimate, or if KnowledgeLake otherwise provides additional services beyond those agreed in an Order Form, Customer will pay KnowledgeLake at its then-current hourly rates for consultation.
5. Support Levels
KnowledgeLake will provide Support Services in accordance with the support package selected by Customer on the applicable Order Form (if any). KnowledgeLake will provide the Service in accordance with the service levels detailed in KnowledgeLake’s then-current standard Support Services schedule, the current version of which is set forth in Exhibit A.
6. Support Services
During the term of the Order Forms, KnowledgeLake will provide to Customer the applicable Support Services. If Customer has not purchased Managed Service Support, then the standard Support Services will be provided. KnowledgeLake’s Support Services do not include: (a) physical installation or removal of the KnowledgeLake Software and any User Guides; (b) visits to Customer’s site; (c) any professional services associated with the Service, including, without limitation, any custom development, data modeling, code review, and application architecture/infrastructure design; (d) training; or (e) the set-up, configuration, and use of the Service.
KnowledgeLake’s obligations do not extend to any ongoing test or training instances of the Service provided to Customer or Downtime, issues, or errors that are caused by: (i) third-party hardware or software; (ii) use of the Service in violation of the terms of this Agreement; or (iii) use of the Service other than in accordance with any User Documentation or the express instructions of KnowledgeLake.
7. Service Updates
From time to time, KnowledgeLake may provide upgrades, patches, enhancements, or fixes for the Service to its customers generally without additional charge (“Updates”), and such Updates will become part of the Service and subject to this Agreement. KnowledgeLake shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that KnowledgeLake may cease supporting old versions or releases of the Service at any time in its sole discretion. Except in situations where doing so could, in KnowledgeLake’s reasonable judgment, jeopardize the security of the Service, KnowledgeLake shall use commercially reasonable efforts to give Customer 60 days prior notice of any major changes.
8. Ownership; Restrictions; Feedback
As between the Parties, KnowledgeLake retains all right, title, and interest in and to the Service, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by KnowledgeLake for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software, including KnowledgeLake Software, which is distributed or otherwise provided to Customer hereunder (including, without limitation, any software identified on an Order Form) (“Software”) shall be deemed a part of the “Service” and subject to all the terms and conditions of this Agreement. With respect to Software, (i) except for one copy solely for back-up purposes, Customer may possess only the number of copies of Software as has been expressly authorized by KnowledgeLake, (ii) Software may be used in machine-executable code form only, and (iii) Customer will maintain the copyright notice and any other notices that appear on the Software on any copies and any media. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer, at its option may from time to time provide suggestions, comments, or other feedback to KnowledgeLake (directly or through a third party such as a reseller or distributor) with respect to the Service (“Feedback”). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for KnowledgeLake. Customer shall, and hereby does, grant to KnowledgeLake a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair KnowledgeLake’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software, or technologies that Customer may develop, produce, market, or distribute.
9. Fees; Payment
Customer shall pay KnowledgeLake fees for the Service as set forth in each Order Form (“Fees”). Unless otherwise specified in an Order Form, all Fees shall be invoiced annually in advance and all invoices issued under this Agreement are payable in U.S. Dollars within 30 days from date of invoice. Past-due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with Service (excluding taxes based on KnowledgeLake’s net income). All Fees paid are non-refundable and are not subject to set-off. If Customer exceeds any usage set forth on an Order Form, then (i) KnowledgeLake shall invoice Customer for such additional usage (which KnowledgeLake may do at any time and which shall be payable within 30 days from date of invoice) at KnowledgeLake’s then-current standard rates for such usage, in each case on a pro-rata basis from the first date of such excess usage through the end of the Order Form Initial Term or then-current Order Form Renewal Term or from the date the last invoice was issued for excess usage (as applicable), and (ii) if such Order Form Term renews, such renewal shall include the additional fees for such excess usage. The Service will remain active and available as long as Customer does not have any invoice from KnowledgeLake that is more than 60 days past due.
10. Third-Party Services
Customer acknowledges and agrees that the Service uses application programming interfaces and other services operated or provided by third parties (“Third-Party Services”). KnowledgeLake is not responsible for the operation of any Third-Party Services nor the availability or operation of the Service to the extent such availability and operation is dependent upon Third-Party Services. Customer is solely responsible for procuring the rights necessary for access to Third-Party Services and for complying with applicable terms or conditions. KnowledgeLake does not make any representations or warranties with respect to Third-Party Services or any third-party providers. Any exchange of data or other interaction between Customer and a third-party provider is solely between Customer and such third-party provider and is governed by such third party’s terms and conditions.
11. Customer Data
For purposes of this Agreement, “Customer Data” shall mean any data, documents, content, information, or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Service. As between KnowledgeLake and Customer, Customer shall retain all right, title, and interest in and to the Customer Data, including all intellectual property rights therein. Customer grants KnowledgeLake a license to use the Customer Data sufficient to enable KnowledgeLake to deliver, maintain, and improve the Service. Customer, not KnowledgeLake, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data.
Upon Customer’s written request, KnowledgeLake will provide Customer with a copy of its most recent SOC (Service Organization Control) 2 audit report or Consensus Assessment Initiative Questionnaire. KnowledgeLake will reasonably cooperate with Customer if Customer requires additional information about KnowledgeLake’s data security or privacy practices, but such cooperation shall be provided at Customer’s expense. In its exclusive discretion, KnowledgeLake may require payment for such cooperation to be made, in full or in part, in advance.
KnowledgeLake shall use commercially reasonable efforts to maintain the confidentiality and integrity of the Service and Customer Data. These efforts shall include the creation of regular backups of Customer Data. Notwithstanding such efforts, KnowledgeLake shall not be responsible to Customer for unauthorized access to Customer Data, unauthorized alteration of Customer Data, disclosure of Customer Data, loss of Customer Data, or the unauthorized use of the Service unless such access is due to KnowledgeLake’s breach of this section, gross negligence, or willful misconduct. In event of a data breach involving the Customer Data, Customer shall have the sole responsibility for delivering any data breach notifications required by law and shall do so at its own expense unless the data breach resulted from KnowledgeLake’s gross negligence or willful misconduct. Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service, regardless of whether Customer considers such use authorized. Upon termination, cancellation, expiration, or other conclusion of this Agreement, KnowledgeLake will securely destroy all Customer Data. This includes all copies of the documents and all backups managed by KnowledgeLake.
In connection with providing the Service under this Agreement, KnowledgeLake shall process Customer Data and other information as described in its privacy notice located at KnowledgeLake Privacy Notice. Customer acknowledges receipt of this notice and agrees to such processing.
12. Term; Termination
This Agreement will commence on the Agreement Effective Start Date and will remain in effect for as long as use of the Service continues or there remains an Order Form in effect (“Term”), unless otherwise terminated as provided for below.
Each Order Form placed under this Agreement will be in effect for a period of one year from the service start date of the Order Form unless otherwise agreed in the Order Form. Thereafter, unless this Agreement is terminated as provided herein, the Order Form will automatically renew for the same period of time as the Subscription Period of the prior Order Form, unless either Party notifies the other Party in writing of its intent not to renew the applicable Order Form at least 30 days prior to the end of the then-current Subscription Period of such Order Form.
Either Party may terminate this Agreement for cause: (i) upon 30 days’ written notice to the other Party of a material breach of this Agreement if such breach remains uncured after the expiration of such period; or (ii) if the other Party becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, becomes subject to control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding.
Each Party (“Indemnitor”) shall defend, indemnify, and hold harmless the other Party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers, and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (i) the Customer Data or Customer’s use of the Service (in the case of Customer as Indemnitor), or (ii) the Service (in the case of KnowledgeLake as Indemnitor), infringes, violates, or misappropriates any third party intellectual property right, other proprietary right, or right granted by applicable data privacy or security laws.
Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (a) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (b) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (c) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).
The foregoing obligations shall not apply to KnowledgeLake with respect to the Service or any information, technology, materials, or data (or any portions or components of the foregoing) to the extent:
- not created or provided by KnowledgeLake (including without limitation any Customer Data);
- made in whole or in part in accordance to Customer specifications;
- modified after delivery by KnowledgeLake;
- combined with other products, processes or materials not provided by KnowledgeLake (where the alleged Losses arise from or relate to such combination);
- where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or
- Customer’s use of the Service is not strictly in accordance with this Agreement.
14. Warranties and Disclaimers
Each Party represents and warrants to the other Party that:
(i) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;
(ii) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement;
(iii) the execution of this Agreement and each Order Form by its representatives has been duly authorized by all necessary corporate or organizational action of such Party; and
(iv) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
Customer further warrants that its processing of Customer Data using the Service shall comply with all applicable data privacy and data protection laws.
KnowledgeLake warrants that the Service will perform in material conformance with its official published documentation. Customer’s sole remedy, and KnowledgeLake’s sole liability, in the event of a breach of this limited warranty shall be for KnowledgeLake to provide support to Customer in accordance with Section 4. Except for the foregoing warranties and the service level commitments set forth in Exhibit B, the service is provided “as is” and “as available” and are without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance, usage of trade, or course of dealing, all of which are expressly disclaimed. Customer agrees to backup data and take other appropriate measures to protect its programs and data. Any Customer Data stored or accessed through the Service is done so at Customer’s own discretion and risk, and Customer will be solely responsible for any loss of data that results from the use of the Service.
15. Limitation of Liability
Except for (i) the Parties’ indemnification obligations, (ii) Customer’s breach of obligations in Section 3 of this Agreement, and (iii) Customer’s gross negligence, in no event shall either Party, nor its directors, employees, agents, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the subject matter of this Agreement (a) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising) or (b) for any damages in excess of (in the aggregate) the fees paid (or payable) by Customer to KnowledgeLake hereunder in the 12 months prior to the event giving rise to a claim.
This Agreement, including incorporated Order Forms, represents the entire agreement between Customer and KnowledgeLake with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals between the Parties.
The Agreement shall be governed by the laws of the State of Missouri, excluding its conflicts of law rules. The parties hereby consent to exclusive jurisdiction and venue in either (i) the Missouri state courts located in St. Louis County, Missouri, or (ii) the jurisdiction of the United States District Court for the Eastern District of Missouri, unless the Customer is statutorily prohibited from such venue or statutorily required to address any dispute in a different jurisdiction. The Parties also hereby waive the right to a jury trial to resolve any dispute arising out of or relating to this Agreement and any Order Forms.
All notices under this Agreement shall be in writing and shall be deemed to have been duly given:
- when received, if personally delivered or sent by certified or registered mail, return receipt requested;
- when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or
- the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
Notices must be sent to the contacts for each Party set forth on the Order Form. Either Party may update its address by giving notice in accordance with this Section.
Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both Parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party.
Except for payment obligations, neither Party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such Party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; pandemics or endemics; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
Neither Party may assign any of its rights or obligations hereunder without the other Party’s consent; provided that (i) either Party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such Party’s business relating to this Agreement (provided further that Customer’s rights and obligations may not be assigned to a competitor of KnowledgeLake), and (ii) KnowledgeLake may utilize subcontractors in the performance of its obligations hereunder. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither Party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing Party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.
The failure of either Party to act with respect to a breach of this Agreement by the other Party shall not constitute a waiver and shall not limit such Party’s rights with respect to such breach or any subsequent breaches.
EXHIBIT A: Support Services Commitments
|Technical Support||Support for Cloud Software||Included|
|Access to Knowledgebase||Included|
|Web & Email Support Access||Included|
|Phone Support Access||Included|
|Developer API Support||Included|
|Support Hours||M-F 7 am-7 pm Central Time|
|Service Response Time||
Urgent: within 2 business hours
High: within 4 business hours
Normal: within 8 business hours
|Training||Unlimited Access to On-Demand Administrator E-Learning||Included|
|Unlimited Access to On-Demand End User E-Learning||Included|
|Uptime||Service Level Agreement||99.0%|
EXHIBIT B: Service Level Policy
This Service Level Agreement for KnowledgeLake Cloud Services (this “SLA”) is a part of your KnowledgeLake Master Subscription Agreement (the “Agreement”). This SLA applies to the KnowledgeLake Cloud Services listed herein (“Service”) but does not apply to separately branded services made available with or connected to the Service or to any on-premises software that is part of any Service.
If KnowledgeLake does not achieve and maintain the Service Levels for each Service as described in this SLA, then you may be eligible for a credit toward a portion of your monthly document volume. KnowledgeLake will not modify the terms of your SLA during the initial term of your subscription; however, if you renew your subscription, the version of this SLA that is current at the time of renewal will apply throughout your renewal term. KnowledgeLake will provide at least 90 days’ notice for adverse material changes to this SLA.
Monthly Uptime Calculation and Service Level
KnowledgeLake commits to delivering Uptime, as defined below. This commitment is based on the selected service level tier.
“Uptime” is the time during which Customer can access the Service. “Downtime” is the total time during which Customer cannot access the Service excluding the amount of time during which the Service is inaccessible because of (1) outages or problems resulting from issues with the Microsoft Azure infrastructure and (2) other outages or problems beyond KnowledgeLake’s reasonable control.
The “Monthly Uptime Percentage” for the KnowledgeLake Cloud is calculated as minutes in the month less minutes of Downtime divided by the minutes in the month in a billing month. A Customer experiencing a Monthly Uptime Percentage that fails to meet the committed Uptime has the option to file a claim for Service Credit.
Monthly Uptime % = (Minutes in the Month-Minutes of Downtime) / Minutes in the Month X 100
“Service Credits” may be provided to Customer if the Customer experiences a Monthly Uptime Percentage that fails to meet the committed Uptime and submits an approved claim. The Service Credit will be an amount equal to the pro rata cost for the documents processed on each day on which Customer experienced Downtime. The pro rata cost for the documents will be based on an annual estimate of the number of documents Customer processes. For example, in a month where Customer experiences an Uptime Percentage of 98% with Downtime occurring on 3 different days and Customer’s estimated annual documents is 100,000, Customer’s estimated daily document count would be 274 (100,000 / 365 Days) and, therefore, Customer would receive a credit for 822 documents (274 x 3 days).
Service Credits shall remain valid for six months from issue. Unused Service Credits shall expire if not used within this period.
For KnowledgeLake to consider a claim, you must submit the claim via a support ticket to KnowledgeLake’s customer support including all information necessary for KnowledgeLake to validate the claim, including but not limited to: (i) a detailed description of the Downtime incident; (ii) information regarding the time and duration of the Downtime; (iii) the number and location(s) of affected users (if applicable); and (iv) descriptions of your attempts to resolve the Downtime at the time of occurrence.
The claim must be received by the end of the calendar month following the month in which the Downtime occurred. For example, if the Downtime occurred on February 15th, KnowledgeLake must receive the claim and all required information by March 31st.
KnowledgeLake will evaluate all information reasonably available to us and make a good faith determination of whether Service Credits are owed. KnowledgeLake will use commercially reasonable efforts to process claims during the subsequent month and within 45 days of receipt. If KnowledgeLake determines that a Service Credit is owed to you, the Service Credit will be applied to your current subscription.
This SLA and any applicable Service Levels do not apply to any performance or availability issues:
- Due to factors outside KnowledgeLake’s reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centers, including at your site or between your site and our data center);
- That result from the use of services, hardware, or software not provided by KnowledgeLake, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services;
- Caused by your use of a Service after KnowledgeLake advised you to modify specific configuration, if you did not modify that configuration;
- During or with respect to preview, pre-release, beta or trial versions of a Service, feature or software (as determined by KnowledgeLake);
- That result from your unauthorized action or lack of action when required, or from your employees, agents, contractors, or vendors, or anyone gaining access to our network by means of your passwords or equipment, or otherwise resulting from your failure to follow appropriate security practices;
- That result from your failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or your use of the Service in a manner inconsistent with the features and functionality of the Service (for example, attempts to perform operations that are not supported) or inconsistent with our published guidance;
- That result from faulty input, instructions, or arguments (for example, requests to access files that do not exist);
- That result from your attempts to perform operations that exceed prescribed quotas or that resulted from our throttling of suspected abusive behavior; or
- Due to your use of Service features that are outside of the associated supported time period.
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