1. SYSTEM AVAILABILTY: 99.5%
a. System Availability means, of the total hours in a period, the hours that the True Office Learning Training Programs are available excluding Scheduled downtime. The Training Programs shall be available to Licensee 99.5% of the total hours during the term of the Agreement.
b. Automatic Server Rollover—15 seconds.
c. System Level Classification—Level 1 (All Disks are RAID 1 [or higher] protected and daily backups are performed).
d. True Office Learning shall provide a minimum of 5 business days’ notice prior to any Scheduled Maintenance.
2. TECHNICAL SUPPORT
True Office Learning will provide 24/7, 365 days per year, technical support in the English language to Licensee. Technical support provides response and resolution to technical inquiries associated with the content contained in the True Office Learning Training Programs, and provides responses to reasonable inquiries associated with the general access and delivery of the Training Programs.
a. True Office Learning shall correct any Error reported by Licensee in accordance with the priority level reasonably assigned to such Error. The following definitions will apply to such prioritization:
i) “Priority 1 Error” means an Error, within True Office Learning’ reasonable control, which (i) renders the Service inoperative or intermittently operative; or (ii) substantially degrades performance; or (iii) causes any feature to be unavailable or substantially impaired; or (iv) causes a complete failure of the Service.
ii) Priority 2 Error” means an Error, within True Office Learning’ reasonable control, which degrades the performance of Service or restricts use of the Service.
iii) “Priority 3 Error” means an Error, within True Office Learning’ reasonable control, which causes only a minor impact on the use of Service.
b. Response Time:
i) Priority 1 Error: Response within 1 hour/repair within 4 hours
ii) Priority 2 Error: Response within 4 hours (8-5 PST)/repair within 2 business days
iii) Priority 3 Error: Response within 2 business days/repair within 5 business days
4. ESCALATION PATH FOR EMERGENCY OR OUTAGE
i) Identify problem
ii) Notify True Office Learning support team
iii) Provide anticipated up-time estimate
True Office Learning shall monitor on a 24x7x365 basis, True Office Learning’ applications, servers and arrays for correct operation, capacity and performance.
6. CHRONIC OUTAGES
If Licensee experiences chronic outages, True Office Learning shall promptly take corrective action to remedy such breach or Licensee shall have the right to terminate the Agreement and receive an immediate and full refund of all License fees paid prorated to the time of the chronic outages. In establishing appropriate corrective action, True Office Learning shall promptly isolate, identify and develop a workaround and corrective action. True Office Learning will prepare an action plan that specifies the activities required and the order and Schedule of corrective actions required, and that identifies the party responsible for performing each such corrective action. True Office Learning will execute all activities assigned to it in the plan and will monitor, and provide Licensee regular reports of, the progress made in executing the plan and correcting the problem until each such problem is corrected to Licensee’s satisfaction. A chronic outage will include any outage for a period longer than 24 hours.
7. EXTENSIONS FOR AN OUTAGE EVENT
An Outage Event is an event where the availability service level commitment set forth in Section 1) above is not met for the Service caused by some event reasonably within True Office Learning’ control. If an Outage Event or series of intermittent Outage Events within a 24-hour period totals more than two (2) hours, for each such defined event, True Office Learning shall provide Licensee with an extension to the access period equal to one month.
True Office reserves the right to seek all remedies available at law and in equity for violations of this Agreement, including the right to block access from a particular Internet address to this Website.
These Terms and Conditions constitute the entire agreement between you and True Office with respect to the subject matter addressed herein, and governs your use of the Website, superseding any prior agreements between you and True Office relating to such subject matter. These Terms and Conditions may be supplemented by any other agreement you enter into with True Office pursuant to a registration to access certain features of the Website. The failure of True Office to exercise any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree the other provisions of these Terms and Conditions remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal effect.
It is the policy of True Office and its affiliates to respect the intellectual property of others and thus to respond to effective notices of alleged infringement of copyrighted material where (i) the copyrighted material is available at, or from, a system or network controlled or operated by or for True Office, such as the True Office Analytics Portal. To the extent that you feel your copyright has been violated, please provide notice to True Office in accordance with the terms below.
If you are alleging that copyrighted material may have been or is being infringed, then you may notify True Office, pursuant to the U.S. Online Copyright Infringement Liability Limitation Act of the U.S. Digital Millennium Copyright Act, 17 U.S.C. §512 (c), by sending a notice to the address listed below. Such notice must include the following to be effective:
A physical or electronic signature of a person authorized to act for and on behalf of the owner of an exclusive copyright that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit True Office to locate the material;
Information reasonably sufficient to permit True Office to contact you including an address, telephone number, and, if available, an electronic mail address, at which you may be contacted;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or any law; and
A statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If material that you have posted to a system or network controlled or operated by or for True Office has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the address listed below that includes the following:
A physical or electronic signature of the user;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district of Manhattan, New York, New York, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.
True Office Learning, Inc.