Service level agreement

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.

3. ERRORS

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

5. MONITORING

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.