Schedule A

1. General Service Description.

The Fig Learning LMS (Learning Management System) is software developed by Docebo Spa. Using the Fig Learning LMS requires a modern web browser that supports cookies and JavaScript. The Fig Learning Content Library is developed by OpenSesame LLC and accessible within the Fig Learning LMS.

The Fig Learning LMS currently supports the following browsers is subject to change, with reasonable notice, at Fig Learning’s sole discretion). Regardless of any changes to such supported browsers, Fig Learning warrants that, at anyone given time, it shall maintain support for a reasonable cross-section of commonly used current version browser releases.

In the event that the Client cannot meet the technical requirements to access the Fig Learning LMS, through no fault of FigLearning, Fig Learning shall be under no obligation to provide the Help Desk Services described in the Service Level Agreement.

2. HelpDesk and Support Services. 

It is possible to contact the help desk 24/7 by sending a help request to support@figlearning.com.  Please note that the timing of Fig Learning’s response will be in accordance with Table 2 below.

Fig Learning shall provide to the Client the Help Desk Services specified in any applicable order, if any. The details related to each of the different Help Desk Services are set forth below:

*Notes

●       Urgent SLA applies only to issues submitted via the sending a help request to support@figlearning.com.

●       In the event that Fig Learning is unable to provide an ETA due to software provider SLA, or issues outside of Fig Learning’s control, extended ETA will be requested of the Client by FigLearning.

3. Support Requests / Incident Response Procedures.

Support Requests

To receive these Help Desk Services and for Fig Learning to be able to provide the applicable service Levels, the Client will reasonably cooperate with Fig Learning to resolve support incidents. In service of the foregoing, the Client agrees that it will have adequate technical expertise and knowledge of their configuration of the Production Instance (live environment) and familiarity with Fig Learning’s Services to provide relevant information to assist Fig Learning to reproduce, troubleshoot, and resolve the incident or issue identified by the Client.

The following information should be provided in any Support Request, at all times and as a minimum, to maximize Fig Learning’s ability to address Incidents. Support Requests lacking this information will not be considered as part of any Service Level measuring report:

1. A detailed description of the issue, with as much reasonable detail as can be provided with reference to the problem in a clear step by step format.
2. The URL of the platform/page where the issue is occurring.
3. The error message provided, and the exact steps necessary, if known, to reproduce the error.
4. The user(s) that are affected by the issue.
5. Any applicable screenshots or video captures. 

Client’s General Responsibilities  

With respect to Help Desk Support and Incident management, the Client will, to the extent that the same may be within its reasonable control, be responsible for:

1. Reporting errors promptly;
2. Providing sufficient information for Fig Learning to duplicate the error, assess the situation, and undertake any needed or appropriate corrective action;
3. Otherwise following instructions or suggestions from Fig Learning regarding use, maintenance, upgrades, repairs, workarounds, or other related matters; and
4. Designating two (2) members of its staff to serve as the Client’s system administrators to contact Fig Learning with support issues.

The Client understands and acknowledges that FigLearning’s successful response and provision of Help Desk Services is subject to the Client’s reasonable assistance and compliance, including:

(i)    At Fig Learning’s reasonable request, the Client will provide Fig Learning with reasonable access to the Client’s personnel and equipment, during normal Business Hours, to discuss and assess any problems or requests for assistance; and

(ii)   The Client will document and promptly report to Fig Learning all material errors or malfunctions of theSoftware Services. It is the Client’s responsibility to carry out procedures necessary at the Client’s facilities for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from Fig Learning.

Reproducing Errors

The Client understands and acknowledges that, generally speaking, Fig Learning must be able to reproduce errors in order to resolve them. Therefore, the Client agrees to cooperate and work closely with Fig Learning to reproduce errors, including conducting diagnostic or troubleshooting activities, as the same may be reasonably requested and appropriate. Also, subject to the Client’s approval on a case-by-case basis, End Users may be asked to provide remote access to their Fig Learning account and/or desktop for troubleshooting purposes.

Exclusions

Issues that arise in the following categories are expressly stated to be outside of the scope of Help Desk Services and support detailed above, and will have no Service Level Agreement applied to them:

(i)    Support to third party authoring tools;

(ii)   Support to third party system or platform integration, where the integration is not developed or managed by Fig Learning;

(iii)  Support in troubleshooting of eLearning Content packages built with third party authoring tools;

(iv)  Custom built authentication methods between Fig Learning and the Client where such method is built by or on behalf of the Client (other than by Fig Learning) and is not maintained by Fig Learning; and

(v)   Custom built API integrations between Fig Learning and the Client where such method is built by or on behalf of the Client (other than by Fig Learning) and is not maintained by Fig Learning; and

(vi)  Custom CascadingStyle Sheets (CSS).

Additional Charges

If a reported problem (or if the Client otherwise requests assistance) is an Exclusion, Fig Learning will notify the Client, as promptly as possible, to that effect and reserves the right, upon the Client’s confirmation, to nevertheless move forward with attempted resolution of such problem, and to charge the Client at Fig Learning’s then-current standard hourly rates for all associated work, for which the Client agrees to pay FigLearning promptly upon receiving an invoice; provided, however, that FigLearning shall inform the Client in advance of the possible incurrence of any such fees and the Client shall have pre-approved the same, otherwise such charges shall not be payable.

4. Availability (in alignment with Docebo Spa’s policies).

Docebo has established the Software Services such that it should be Available at least 99.5% of the time, as measured on a monthly calendar basis (“AvailabilityPercentage”) as follows: 

If Docebo (Fig Learning’s LMS partner) fails to achieve the Availability Percentage for two (2) consecutive calendar months, then the Client will be granted service credits in compensation for the same (“Service Credits”), as detailed below.The value of Service Credits is calculated as a percentage of the pro rata monthly charges paid by theClient to Fig Learning for Services under the applicable Order, in accordance with the schedule below.

Fig Learning will apply Service Credits only against future payments due from the Client, unless no such future payments are expected to become due, in the then current Term of the applicable Order, in which case, Service Credits shall be applied to a refund, which shall be issued by Fig Learning reasonably promptly.

Service Credits may not be transferred or applied to any other account. To receive any Service Credit, the Client must submit a claim within thirty (30) days after the reported issue is (i) documented via a duly submitted Support Request, and (ii) an e-mail is sent by the Client to Jonathan Raynor, which references the submitted Support Request. If the failure of theAvailability Percentage is confirmed by Docebo, then Fig Learning will issue the Service Credit to the Client within one billing cycle following the month in which such request is confirmed by Fig Learning. The Client’s failure to provide the request and other information as required above will disqualify theClient from receiving any Service Credit for the Availability Percentage failure in question.

In the event that there is any failure to achieve the Availability Percentage for six (6) consecutive calendar months during any then applicable Term, then the Client may, in the alternative, by notice, terminate the Agreement, and receive a prorata refund for any pre-paid, but unearned Service fees.

For the purpose of this Section 4, the following definitions shall apply:

“Available” or “Availability” means (a)with respect to general availability of the Service, that requests for webpages are completed and web pages are returned within five (5) seconds of the initial request regardless of latency; and (b) with respect to availability of the configuration portal, that the portal is available for log on.

Service unavailability will not be assessed due to:  (i) a failure of the Client to correctly configure the Service in accordance with Fig Learning’s documentation, policies or instructions; (ii) the unavailability of a specific web page; or (iii) unavailability of one or more specific features while other key features remain available.

“Excused Outage” means:

1. Planned downtime. Planned downtimes are downtimes that are scheduled during“Maintenance Windows”.
2. Emergency downtime. With respect to emergency downtime, Docebo shall provide the FigLearning, who in turn will notify the Client, with as much notice as practical under the circumstances and strives for a minimum of seventy-two (72) hours or more of advance notice. In all cases, Docebo shall provide a minimum of twenty-four (24) hours’ advance notice of emergency downtime. Docebo shall make commercially reasonable efforts to schedule emergency downtime in off peak hours (based on the Client’s business hours). If the minimum of twenty-four(24) hours’ advance notice for emergency downtime is not provided and acknowledged by the Client prior to the downtime occurring, the downtime is considered “Non-excluded”.
3. Any unavailability caused by circumstances beyond Docebo’s reasonable control, including, without limitation, acts of God, acts of government, epidemics or other public health emergencies, flood, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving Docebo’s employees), computer or telecommunications failures or delays involving hardware or software not within Docebo’s possession or reasonable control, and network intrusions or denial of service attacks.

“Non-excluded” means anything other than an Excused Outage.

“Total” means the number of minutes for the calendar month.