Gyrus Support Policy & Service Level Agreement

Gyrus Support Services are designed to help Clients successfully operate and use GyrusAim.

• assistance with standard GyrusAim functionality;
• diagnosis and management of Product Defects;
• troubleshooting assistance;
• standard application guidance;
• access to support documentation and knowledge resources;
• support case management;
• escalation of critical production issues; and
• coordination of applicable software fixes, patches, or maintenance releases.

Support Services do not automatically include Professional Services, custom development, implementation, configuration projects, data migration, integration development, consulting, or other services outside the purchased support scope.

2.1 Active Support Entitlement

Client must maintain an active Support Services entitlement under an applicable Order to receive Support Services under this Support SLA.

2.2 Account Must Be in Good Financial Standing

Client's timely payment of all undisputed amounts owed to Gyrus is a condition of Gyrus's continuing obligation to provide Support Services.

For Support Services purposes, Client's commercial relationship with Gyrus is considered on an account-wide basis, not solely on an invoice-by-invoice, Environment-by-Environment, or Order-by-Order basis.

• Production Environments;
• Development Environments;
• Test Environments;
• Validation Environments;
• Sandbox or Staging Environments;
• hosting;
• Software subscriptions or licenses;
• Professional Services;
• implementation;
• development work;
• integrations;
• Statements of Work;
• other Orders; or
• other properly invoiced Services.

Payment for one Environment, Subscription, or Service does not obligate Gyrus to continue Support Services while another undisputed amount owed by Client remains past due.

• relieve Client of payment obligations;
• waive amounts owed;
• extend the Subscription Term;
• extend Support Services;
• constitute a breach by Gyrus where suspension is permitted under the Agreement; or
• waive any other rights or remedies available to Gyrus.

Gyrus may restore suspended Support Services after Client's account is brought into good financial standing.

The Support Package applicable to Client will be identified in the applicable Order.

Unless an Order provides otherwise, Gyrus may offer the following standard Support Packages.

Additional or enhanced Support Packages, including 24×7 staffed support, may be purchased where specified in an applicable Order.

The Gyrus Support Portal and available online Knowledge Base may be accessed twenty-four (24) hours per day, seven (7) days per week.

24×7 access to the Support Portal does not mean that standard Support Services are staffed 24×7.

• Standard Support Hours are 8:00 a.m. through 5:00 p.m. Eastern Time ("ET"), Monday through Friday, excluding Gyrus-observed U.S. holidays.
• Enhanced or 24×7 staffed support, including after-hours Severity 1 response coverage, is available only where expressly included in Client's Order.

"Business Day" means a day other than Saturday, Sunday, or a Gyrus-observed U.S. holiday.

For purposes of support-response measurements stated in Business Hours or Business Days, the applicable support window is 8:00 a.m. through 5:00 p.m. Eastern Time (ET).

Client should submit Support Cases through the Gyrus Support Portal unless another approved support channel is specified in Client's Order.

Client shall designate the permitted number of Named Support Administrators provided under its applicable Support Package.

Named Support Administrators should serve as Client's primary contacts with Gyrus Support and, where reasonably practicable, perform initial internal troubleshooting before opening a Support Case.

Gyrus may communicate directly with other Client personnel where reasonably necessary to diagnose or resolve a matter.

Gyrus classifies support requests according to their nature.

7.1 Product Defect

A "Product Defect" means a reproducible failure of supported Gyrus Software to operate materially in accordance with applicable Documentation under a supported configuration.

Product Defects are eligible for severity classification under Section 8.

7.2 How-To or Guidance Request

A request for assistance understanding or using existing GyrusAim functionality.

• how to configure a feature;
• how to run a report;
• how to perform a standard administrative function;
• clarification concerning existing functionality; or
• general product-use guidance.

How-To Requests are not Product Defects.

7.3 Service Request

A request for work or assistance beyond correction of a Product Defect.

• data changes;
• configuration assistance;
• bulk administrative work;
• integration assistance;
• migration assistance;
• environment changes;
• report development; or
• other technical services.

Service Requests may be treated as Professional Services and may require additional fees.

7.4 Enhancement Request

A request to add, change, or extend product functionality beyond the Software's current documented behavior.

Enhancement Requests are not Product Defects and are not subject to Product Defect resolution targets.

Enhancement Requests may be evaluated for possible future product development at Gyrus's discretion.

Severity is based primarily on business impact, scope, availability of a workaround, and whether the issue affects a Production Environment.

Client may propose an initial severity when opening a Support Case.

Gyrus will determine the final Severity classification after evaluating the reported issue and may reasonably reclassify the case if its actual impact differs from the originally reported Severity.

A Severity 1 ("S1") Product Defect is a critical Production issue that:

• causes the GyrusAim Production Environment to be substantially unavailable to substantially all users; or
• prevents substantially all affected users from performing a critical business function;

and for which no commercially reasonable workaround is available.

• complete unavailability of the GyrusAim Production Environment caused by a Gyrus-controlled Product Defect;
• substantially all users being unable to authenticate because of a Gyrus-controlled Product Defect;
• a critical Gyrus-controlled Production function being unavailable to substantially all relevant users with no reasonable workaround.

An issue is not automatically S1 merely because it is urgent to Client.

S1 does not include issues primarily caused by Client-controlled infrastructure, External Applications, Client network failures, Client identity-provider failures, unsupported configurations, Scheduled Maintenance, or other exclusions described in this Support SLA.

A Severity 2 ("S2") Product Defect is a significant Production issue that materially impairs an important business function for multiple users but does not constitute a complete Production Environment outage.

An S2 issue generally has no reasonable workaround or has only a materially degraded workaround.

• a significant Production module becoming unavailable;
• course launch failure affecting a substantial group of users;
• material failure of enrollment or assignment functionality;
• material inability to generate critical reports;
• substantial degradation of an important administrative function.

A Severity 3 ("S3") Product Defect is an issue that does not meet the criteria for S1 or S2.

• defects affecting a limited number of users;
• issues for which a reasonable workaround exists;
• non-critical functionality behaving contrary to Documentation;
• cosmetic problems;
• minor reporting or display issues; or
• other non-critical Product Defects.

Gyrus may internally prioritize S3 cases based on business impact, number of users affected, regulatory impact, available workaround, technical complexity, product risk, and other relevant factors.

Unless Client has purchased different service levels in an applicable Order, the following standard targets apply.

For Clients without 24×7 staffed Support Services, response and restoration clocks apply during Standard Support Hours.

For Clients with applicable 24×7 staffed S1 Support Services, applicable S1 clocks will continue outside Standard Support Hours in accordance with the Client's Order.

"Initial Response" means acknowledgment by Gyrus that the case has been received and initial triage has begun.

Initial Response does not mean diagnosis, workaround, restoration, or permanent correction.

• restore materially affected functionality;
• substantially reduce the business impact of the Product Defect; or
• provide a commercially reasonable workaround.

Target Restoration / Workaround does not necessarily mean delivery of a permanent software code correction.

• engineering analysis;
• software development;
• security review;
• regression testing;
• quality assurance;
• validation;
• release planning;
• customer testing; or
• deployment through a future patch, maintenance release, or Software release.

Gyrus will use commercially reasonable efforts to provide an appropriate permanent correction where warranted.

Unless an applicable Order expressly states otherwise, the response and restoration times stated in this Support SLA are service-level targets.

• every Product Defect will be permanently corrected within the target period;
• every Product Defect is technically capable of immediate correction;
• every Product Defect will require a Software change; or
• Client's desired resolution will be implemented.

Where Gyrus determines that a requested change is an Enhancement Request rather than correction of a Product Defect, the request will be managed outside Product Defect service levels.

The applicable SLA clock begins when Gyrus receives a properly submitted Support Case containing sufficient information to begin reasonable diagnosis.

• reproduction steps;
• screenshots;
• logs;
• user identifiers;
• environment information;
• timestamps;
• sample records;
• browser information;
• configuration information;
• diagnostic files;
• remote access where permitted; or
• other information reasonably necessary to investigate the issue.

• Client information;
• Client response;
• Client approval;
• Client testing;
• Client access;
• diagnostic information;
• necessary access to the Client Environment;
• action by an External Application provider;
• action by Client's hosting, network, security, or identity provider; or
• another dependency outside Gyrus's reasonable control.

The SLA clock resumes when the required dependency is satisfied.

If Client does not respond to a reasonable Gyrus request for information or action for five (5) Business Days, Gyrus may place the case in pending status or close it. Client may reopen or submit a new case if the issue persists.

• provide accurate information concerning the issue;
• identify the affected Environment;
• describe business impact;
• identify affected users or functionality;
• cooperate with troubleshooting;
• provide available logs and diagnostic information;
• maintain supported configurations;
• provide appropriate technical contacts;
• test proposed workarounds or corrections where reasonably requested;
• maintain appropriate backups for Self-Hosted Software; and
• provide necessary access where permitted by Client's security policies.

Delays caused by Client's failure to meet these responsibilities will not count against applicable SLA targets.

18.1 Applicability

Availability commitments in this Section apply only to Gyrus-hosted paid Production Environments unless an applicable Order expressly provides otherwise.

• Development Environments;
• Test Environments;
• Validation Environments;
• Sandbox Environments;
• Staging Environments;
• demonstration environments;
• trial environments;
• proof-of-concept environments; or
• Self-Hosted Software.

18.2 Standard Availability Commitment

Unless Client's Order expressly provides a different availability commitment, Gyrus will use commercially reasonable efforts to provide 99.9% monthly Availability for Client's applicable Gyrus-hosted Production Environment.

An enhanced availability commitment, including 99.99%, may apply where expressly stated in Client's Order.

18.3 Availability Calculation

Monthly Availability is calculated as follows:

"Unavailable Minutes" means minutes during which the applicable Gyrus-hosted Production Environment is materially unavailable to substantially all users because of a failure within Gyrus's reasonable control.

Unavailable Minutes do not include SLA Exclusions identified below.

• Scheduled Maintenance;
• Emergency Maintenance;
• Client systems, software, hardware, networks, or infrastructure;
• Client's internet service provider or telecommunications provider;
• Client configuration;
• Client actions or omissions;
• Client misuse of the Software;
• Client's identity provider, SSO, ADFS, SAML, OIDC, Entra ID, or other authentication system;
• an External Application or third-party system outside Gyrus's reasonable control;
• third-party course content or content providers;
• widespread internet or telecommunications failures outside Gyrus's reasonable control;
• force majeure events;
• malicious activity, cyberattack, denial-of-service attack, or other security event that Gyrus could not reasonably prevent using commercially reasonable safeguards;
• Client-requested maintenance or changes;
• suspension permitted under the Agreement;
• Client's failure to comply with supported configurations;
• beta, preview, pilot, proof-of-concept, or early-access functionality;
• Self-Hosted Software or Client-controlled infrastructure;
• external AI service providers where the core GyrusAim platform remains available; or
• other circumstances outside Gyrus's reasonable control.

20.1 Scheduled Maintenance

Gyrus may perform Scheduled Maintenance reasonably necessary to maintain, secure, update, or improve Hosted Services.

Gyrus will use commercially reasonable efforts to provide advance notice of Scheduled Maintenance expected to materially affect Production availability.

Scheduled Maintenance is excluded from Availability calculations.

20.2 Emergency Maintenance

• address a security vulnerability;
• protect Client Data;
• prevent or mitigate an outage;
• maintain system integrity;
• respond to third-party infrastructure issues; or
• address another urgent technical or operational condition.

Where advance notice is not reasonably practicable, Gyrus may perform Emergency Maintenance without advance notice.

Gyrus will use commercially reasonable efforts to minimize disruption.

Emergency Maintenance reasonably necessary for security, integrity, or stability is excluded from Availability calculations.

21.1 No Gyrus Infrastructure Availability Commitment

Gyrus does not provide an uptime or infrastructure-availability commitment for Self-Hosted Software operating in a Client-controlled environment.

Client controls and is responsible for its infrastructure.

21.2 Client-Controlled Infrastructure

• servers;
• virtualization platforms;
• operating systems;
• SQL Server or other databases;
• storage;
• networks;
• firewalls;
• load balancers;
• reverse proxies;
• DNS;
• certificates;
• identity providers;
• endpoint-security products;
• anti-malware products;
• customer security tooling;
• backups;
• disaster-recovery systems;
• third-party applications;
• unsupported infrastructure;
• Client modifications; or
• other systems outside Gyrus's reasonable control.

21.3 Supported Configuration

Self-Hosted Clients must maintain the Software and Client Environment in a supported configuration.

• GyrusAim;
• applicable Software components;
• operating systems;
• database versions;
• third-party dependencies; or
• other applicable infrastructure

before further troubleshooting where the issue may result from an unsupported configuration.

21.4 Access and Diagnostics

For Self-Hosted Software, Gyrus's ability to meet support targets may depend upon Client providing sufficient diagnostic information or secure access to the Client Environment.

• logs;
• diagnostic exports;
• screenshots;
• screen sharing;
• offline diagnostic packages;
• controlled file transfers;
• Client-executed diagnostic commands; or
• separately purchased on-site support.

SLA clocks may be suspended while Gyrus is unable to obtain information or access reasonably required for diagnosis.

• patches;
• Software updates;
• installation packages;
• license files;
• logs;
• diagnostic information; and
• other support materials

into or out of the environment.

Response and restoration times may be affected by Client's access restrictions, approval requirements, security procedures, or data-transfer processes.

Gyrus will use commercially reasonable efforts to support such environments within the constraints applicable to the deployment.

Cloud-dependent, internet-dependent, External Application, or AI functionality may be unavailable in such environments unless the applicable deployment architecture expressly supports it.

Where Client has enabled optional AI Features, Gyrus will provide reasonable support for Gyrus-controlled functionality associated with those AI Features.

However, temporary unavailability, latency, rate limits, errors, or service degradation caused solely by an external AI provider, including Google Gemini, will not constitute unavailability of the GyrusAim Production Environment where core GyrusAim functionality remains operational.

An AI-provider outage does not entitle Client to a GyrusAim Availability credit unless Client's applicable Order expressly provides otherwise.

Gyrus may assist with diagnosing integrations between GyrusAim and External Applications.

Gyrus's SLA obligations apply only to the portion of the integration within Gyrus's reasonable control.

Gyrus is not responsible for service levels, availability, API changes, defects, authentication issues, outages, rate limits, security restrictions, or other failures originating from an External Application.

Where an External Application changes its API or functionality, work required to modify an integration may constitute Professional Services or product-development work rather than correction of a Gyrus Product Defect.

Production SLA commitments do not apply to Development, Test, Validation, Quality Assurance, Sandbox, Staging, demonstration, trial, proof-of-concept, or other non-Production Environments.

• the Environment is properly licensed or subscribed;
• applicable fees have been paid;
• Client maintains the applicable support entitlement; and
• Client's account remains in good financial standing.

Payment for a Production Environment does not automatically include support, hosting, licensing, maintenance, or SLA commitments for a separate Development or other non-Production Environment.

Where Client's Support Package includes a monthly case allowance, each distinct reported issue may be treated as a separate Support Case.

Gyrus may separate multiple unrelated issues submitted within a single ticket into separate Support Cases.

• be subject to additional charges;
• require a Support Package upgrade;
• be handled under a separately purchased support block; or
• be otherwise handled as agreed by the parties.

Gyrus will not intentionally divide a single related issue into multiple cases solely to increase case usage.

Gold "Unlimited" support is subject to reasonable use and does not include Professional Services, custom development, or work otherwise excluded from Support Services.

Gyrus will endeavor to provide an initial response to ordinary How-To or general application questions within one (1) Business Day.

This is a target and does not constitute a guaranteed resolution time.

Complex questions requiring engineering, product management, security review, data analysis, or Professional Services may require additional time.

• an S1 or S2 issue is materially affecting business operations;
• progress has materially stalled;
• agreed communications are not occurring; or
• Client believes a case has been incorrectly classified.

• the Support Case number;
• current business impact;
• affected users or operations;
• applicable regulatory or operational deadlines; and
• the requested escalation.

Gyrus may involve Support leadership, Engineering, Product Management, Security, or executive management as reasonably appropriate.

Escalation does not automatically change Severity or create a different contractual resolution commitment.

29.1 Eligibility

If Gyrus fails to meet the applicable monthly Hosted Production Availability commitment, Client may be eligible for a Service Credit.

Service Credits apply only to the recurring Software subscription or hosting fee allocable to the affected Gyrus-hosted Production Environment for the affected month.

• Professional Services;
• implementation fees;
• training fees;
• consulting fees;
• custom development;
• third-party products or content;
• External Applications;
• taxes;
• Self-Hosted Software infrastructure;
• Development or other non-Production Environments; or
• other non-recurring charges.

29.2 Standard Credit Schedule

Unless an applicable Order provides another credit schedule:

For each full 0.1 percentage point that monthly Availability falls below the applicable committed Availability level, Client will receive a Service Credit equal to 1% of the applicable monthly recurring fee, subject to the maximum credit described below.

29.3 Maximum Credit

Total Service Credits arising from this Support SLA for a calendar month will not exceed 10% of the monthly recurring fees applicable to the affected Production Environment, unless Client's Order expressly provides otherwise.

29.4 Credit Request

Client must request a Service Credit in writing within thirty (30) days after the end of the month in which the qualifying SLA failure occurred.

• Client;
• affected Environment;
• dates and times of the claimed outage;
• applicable Support Case number, if available; and
• requested credit.

Gyrus will review the request using reasonably available system records and other relevant information.

29.5 Application of Credits

• will ordinarily be applied against a future Gyrus invoice;
• are not cash payments;
• are not transferable;
• may not exceed amounts actually payable for the affected Service; and
• require Client's account to be in good financial standing at the time the credit is applied.

Unless Client's applicable Order expressly provides a separate Product Defect credit commitment, Gyrus's standard response and restoration targets do not create an automatic monetary credit.

Where a negotiated Order expressly provides Product Defect credits, those credits will be governed by that Order.

This distinction does not affect Client's rights or remedies otherwise available under the Agreement.

To the extent permitted by applicable law and except where an applicable Order expressly provides otherwise, Service Credits provided under this Support SLA are Client's sole and exclusive monetary remedy specifically for failure to meet the applicable Hosted Availability commitment.

This limitation is an agreed allocation of commercial risk.

The limitation of Service Credits in this Section is independent of other limited remedies under the Agreement to the extent permitted by applicable law.

Nothing in this Section limits remedies that cannot lawfully be limited or excluded.

• Client's breach of the Agreement;
• Client's failure to cooperate with reasonable troubleshooting;
• unsupported configurations;
• Client-controlled infrastructure;
• Client's actions or omissions;
• External Applications;
• third-party provider failures outside Gyrus's reasonable control;
• force majeure events;
• security events outside Gyrus's reasonable control despite commercially reasonable safeguards;
• Scheduled Maintenance;
• Emergency Maintenance;
• Client-requested changes or maintenance;
• suspension permitted under the Agreement;
• Client's failure to install required or recommended updates for Self-Hosted Software;
• beta, pilot, preview, experimental, or early-access functionality;
• circumstances where Client prevents Gyrus from accessing information reasonably required to investigate the matter; or
• other circumstances outside Gyrus's reasonable control.

Security incidents are handled pursuant to the Agreement and applicable Data Processing Addendum.

A Security Incident is not automatically classified as an S1 Support Case solely because it involves security.

Gyrus will determine the applicable operational Severity based upon actual impact while separately fulfilling any legally or contractually required security-incident procedures.

For Self-Hosted Software, Client remains responsible for security incidents originating within Client-controlled infrastructure except to the extent the incident is directly caused by matters within Gyrus's responsibility under the Agreement.

Gyrus determines the appropriate technical method for correcting Product Defects.

• configuration guidance;
• a workaround;
• a hotfix;
• patch;
• maintenance release;
• Software update;
• major release; or
• another commercially reasonable solution.

• severity;
• security;
• regulatory impact;
• technical risk;
• regression risk;
• affected users;
• availability of a workaround;
• release schedules;
• dependencies; and
• product architecture

when determining how and when to deliver a permanent correction.

Nothing in this Support SLA requires Gyrus to deploy an inadequately tested Software change solely to meet a restoration target.

Gyrus Support Services apply to Software versions currently supported by Gyrus.

Gyrus may establish and update a Software lifecycle policy and may discontinue support for older versions after reasonable notice.

Clients using unsupported versions may be required to upgrade before Gyrus provides further troubleshooting, corrections, patches, compatibility updates, or security updates.

For Self-Hosted Software, Client is responsible for scheduling and implementing upgrades unless Client has purchased applicable Professional Services.

Support Services do not include Professional Services unless expressly stated in Client's Order.

• custom configuration;
• custom development;
• data migration;
• custom reporting;
• extensive data correction;
• integration development;
• environment migration;
• validation assistance;
• consulting;
• project management;
• on-site services; or
• other work outside normal product support.

Gyrus will notify Client where reasonably practicable before performing work that will be separately billable.

• natural disasters;
• acts of government;
• war;
• terrorism;
• civil disturbance;
• widespread internet failures;
• telecommunications failures;
• utility failures;
• labor disruptions;
• widespread cloud-infrastructure failures outside Gyrus's reasonable control; or
• similar force majeure events.

Force majeure treatment is further governed by the Agreement.

Additional support, notification, security, availability, response, recovery, or regulatory commitments applicable to government or regulated Clients apply only where expressly incorporated into an applicable Order, addendum, Statement of Work, or other executed agreement.

• FedRAMP;
• CMMC;
• NIST frameworks;
• FAR or DFARS;
• agency-specific support requirements;
• 21 CFR Part 11;
• Annex 11;
• validation;
• nuclear-industry requirements;
• specific RTO or RPO commitments; or
• other regulatory or industry requirements

unless expressly incorporated into the Agreement.

Gyrus may update this Support SLA from time to time to reflect changes in Software, support practices, technology, legal requirements, or business practices.

The "Last Updated" date identifies the current public version.

Unless otherwise agreed, a material change to this Support SLA will not retroactively materially reduce Client's contractual support commitments during an existing committed Subscription Term.

The version applicable to a renewal or new Order may be the then-current Support SLA.

This Support SLA supplements the Gyrus Terms of Service.

• fees and payment;
• suspension;
• limitation of liability;
• indemnification;
• warranties and disclaimers;
• confidentiality;
• data protection;
• Self-Hosted Software;
• governing law;
• venue;
• force majeure; and
• general contractual matters

remain applicable.

Nothing in this Support SLA expands Gyrus's liability beyond the limitations established in the Agreement.

This Support SLA forms part of the Agreement and is governed by the governing-law and forum provisions contained in the Agreement.

Unless otherwise required by applicable law or expressly modified by a mutually executed government agreement, the Agreement is governed by the laws of the Commonwealth of Virginia.

Support Cases should be submitted through the Gyrus Support Portal or another support channel identified in Client's applicable Order.

For critical Production incidents, Client should follow the Severity 1 contact and escalation procedures communicated during onboarding or identified in the applicable Order.

Questions concerning this Support SLA or Support Services may be directed to Gyrus using the contact information provided on the Gyrus website or to: