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Readynez A/S and its affiliated companies (herein referred to as “Readynez”, “we”, “our” or “us”) respect your right to privacy and we take our related legal obligations seriously. We aim to be transparent at all times about how we treat your information. Therefore, this policy describes how we collect, use and store your information for the purpose of enabling you to make an informed decision about your relationship with us, so please read it carefully. By continuing to browse our website and/or using or interacting with our services, you are consenting to the use of your information as explained in this policy.
Readynez365 Client Master Software As A Service Agreement Terms and Conditions
1.0 GENERAL.
The following Master SaaS Agreement (the “Agreement”) describes terms and conditions (“Terms and Conditions”) for Deliveries from Readynez to client (the “Client” or the “Company”).
2.0 DEFINITIONS.
As used in this Agreement, and in addition to any other defined terms, the capitalized terms used herein are defined in the Definitions at the end of these Terms and Conditions.
3.0 SERVICES.
The Deliveries provided to Company according to these Terms and Conditions are described as a set of particular services related to the Readynez365 Learning Experience Platform. Readynez distinguish between a total of six different service types altogether - defined in section 3.1 - 3.6. The exact services included in the Delivery are specified separately in Schedule B.
3.1 Software Services
Readynez will provide Company, End Users and any other users authorized by the Company with remote access to the applicable Readynez365 E-Learning Platform (“Software Services”). Software Services, and related browser and operating system compatibility, are more specifically described in Schedule A. During the Term and subject to Company’s compliance with this Agreement, Readynez grants Company the nonexclusive, non-transferable, non-assignable, and limited right and license to allow End Users to remotely access the Readynez Software that is located on the Readynez Server in accordance with the terms of this Agreement.
3.2 Maintenance
Company acknowledges that certain maintenance activities regarding the Services may be necessary or appropriate from time to time, including bug fixes, software updates, feature updates, and the addition of new applications and new modules. In most instances, the Readynez infrastructure is designed to support updates by the Readynez engineering and support teams without the need to interrupt the Software Services. Where such maintenance activities are not reasonably anticipated to materially impact Company’s use of the Service, Readynez will have no obligation to provide notice to Company regarding such maintenance activities, although Readynez generally does so, in the ordinary course, at least twenty four [24] hours in advance of the same. If Readynez reasonably determines that maintenance activities will require an unavailability or outage of the Services in excess of ten (10) consecutive minutes, Readynez will give Company advance notice of the same.
3.3 Content Curation Services & Third-Party Apps & Services
Certain parts of the platform Materials, Apps and Tools, including platform integrations, platform specific software, online courses and educational products, may be provided or owned by third parties (“Third-party Content”). Company understands that Readynez is not a publisher of any Third-Party Content & Software accessed through the Services and thus not responsible for the Content, accuracy, timeliness or delivery of any opinions, advice, statements, messages, services, graphics, data or any other information provided to or by third parties as accessible through the Services. Company further acknowledges and agrees that Readynez is solely responsible for accessing and entering into such Third-Party Content.
3.4 Support Services.
Readynez will provide Support Services to Company as set forth in Schedule A. Support Services are distinguished from Professional Services (as defined in Section 3.4), and other services specifically contracted for by Company, Readynez will have no obligation to provide customer support services to Company under the Agreement.
3.5 Professional Services.
Readynez support services include consulting, implementation, training, integration and configuration, and other services that are identified in Schedule B. If Company requests, Readynez may provide additional Professional Services to Company pursuant to the terms of one or more written Statements of Work (each a “SOW”), which will either be attached to and become part of the Agreement or incorporated into an Order Form as part of the Agreement. Each SOW will include (i) a description of the Professional Services; (ii) the then estimated completion dates; (iii) the fees, costs, and expenses payable to Readynez; (iv) the payment schedule; and (v) a signature by Company and Readynez’ respective authorized representatives. In the event that Readynez and Company agree that Readynez will provide certain Professional Services on-site, Company will provide to Readynez copies of all applicable onsite safety policies and procedures, which will be acknowledged by Readynez in writing, prior to the commencement of any onsite Professional Services, and Readynez will agree to abide by the same.
3.6 Additional Services.
Through the Services, Company may have the ability to purchase: (i) online courses; (ii) customized educational products; (iii) Additional Readynez Apps; (iv) customized software (“Customized Software”); and (v) additional modules (collectively, the “Additional Services”). The delivery of and fees for the Additional Services will be as set forth as separate Order(s).
In the event that Company purchases any Third-Party Content in connection therewith, Company acknowledges and agrees that Readynez does not develop and does not control any third-party provider or Third-Party Content. Further, the ability to import any such Third-Party Content into the Software Services does not guarantee that the same will function error free or for Company’s intended purposes, and no representations or warranties regarding the same are made by Readynez.
4.0 OWNERSHIP RIGHTS.
4.1 For Readynez.
All title, ownership rights, and Intellectual Property Rights in and to the Readynez Software, Additional Services, Professional Services, and all Readynez Marks (and all Derivative Works and copies thereof) are and will remain owned by Readynez. Company acknowledges that the Readynez Software in source code form remains Proprietary Information of Readynez and that the source code is not licensed to Company by this Agreement or any Order and will not be provided by Readynez.
4.2 For Company.
All title, ownership rights, and Intellectual Property in Materials that Company owns, and that Company uploads to Readynez Software, will remain owned by Company.
5.0 FEES AND PAYMENT TERMS.
5.1 Fees.
Fees payable under this Agreement shall be in the amounts and payable on the terms set forth on the applicable Schedule B and as otherwise set forth in Section 5.2 below. All payments for fees shall be due within fifteen (15) days from receipt by Company of an invoice for the same. After the Initial Term, and at the beginning of each Renewal Term thereafter, the fees for such upcoming Renewal Term shall be revised to reflect Readynez’ then-current fees, or a seven percent (7.0%) increase over the highest level of annual fees charged during the previous term, whichever is lower, for the applicable Services. Except as otherwise specified in the Order Form, payment must be done by wire transfer.
5.2 Active Users.
Unless otherwise set forth in a separate Order, the fees for accessing the Software Services and any online courses are determined based on the number of Active Users in any billing period. The billing periods for measuring Active Users will be the one-month periods beginning on the Effective Date and on each one-month anniversary of the Effective Date thereafter, continuing through the end of the Initial Term or Renewal Term, as applicable. Fees for additional Active Users in excess of the authorized number of Active Users set forth in the Order in each billing period (each, an “Extra User”) will be invoiced to Company in arrears in the amount specified in the Order. Readynez reserves the right, by notice and use of appropriate and reasonable measures, to audit the number of Active Users during any active billing period, to determine Company’s compliance with Active User limitations, across one or more modules or offerings and Company will provide all reasonable assistance to Readynez in any exercise of such rights. An Active User is defined as a User with activity records on the platform within the last twelve months on the billing date.
5.3 Expenses.
For any Professional Services provided by Readynez, Company shall reimburse Readynez for actual, reasonable travel, living, and other incidental expenses incurred; provided, however, that all such reimbursements shall be made only in accordance with Company’s then existing applicable policies (if any) which shall be provided to Readynez by Company in advance.
5.4 Late Fees.
Company will pay a late fee of up to one and one-half percent (1.5%) per month on all balances not paid when due for undisputed invoices only. Readynez may, at its option, suspend the Services, in whole or in part, if Readynez does not receive all undisputed amounts due and owing under this Agreement when due.
In the event that any payment by Company to Readynez is more than thirty (30) days past due (and not in reasonable dispute) in connection with Professional Services, Readynez will have the option to cease providing any and all Services under the relevant SOW until such past due payment is received.
5.5 Taxes.
The fees and expenses due to Readynez as set forth in this Agreement shall be paid free and clear of any deduction or withholding on account of taxes.Page Break
6.0 COMPANY OBLIGATIONS.
6.1 Technical Requirements.
In accordance with the requirements set forth on Schedule A, Company must have required equipment, software, and Internet access to be able to use the Software Services. Acquiring, installing, maintaining, and operating equipment, any Company Software, and Internet access is solely Company’s responsibility. Readynez neither represents nor warrants that the Readynez Software will be accessible through all web browser releases or all versions of tablets, smartphones, or other computing devices, except as expressly set forth on Schedule A.
6.2 Use of Website and Services.
Company shall not and shall not knowingly permit others in using the Readynez website, Readynez Software or Software Services to defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as rights of privacy, publicity and intellectual property) of others or Readynez.
Readynez has no obligation to monitor Company’s use of the Readynez Software and Software Services; however, Readynez reserves the right, at all times, to monitor such use, and to review, retain and disclose any information as necessary to ensure compliance with the terms of this Agreement, and to satisfy or cooperate with any applicable law, regulation, legal process or governmental request.
6.3 Account Activation.
Readynez will provide Company with a Readynez365 account in order to use the Software Services. Company may then choose an account name for its web space (e.g., myname.readynez365.com) that is not already in use by another customer. Company and End Users are fully responsible for all activities performed on or through their account. Company agrees that Company and each End User will: (a) maintain and promptly update the Registration Data to ensure the information is always true, accurate, current and complete, (b) immediately inform Readynez of any unauthorized use of an account or any other breach of security. Readynez undertakes no obligation to verify the data provided by Company or its End Users. However, if Readynez finds or suspects that the provided information is untrue, inaccurate, not current or incomplete, Readynez may suspend or terminate Company’s or and End User’s account and refuse any and all current or future use of the Services (or any part of them).
6.4 Password Confidentiality.
Each End User that uses the Software Services receives a randomized password when registering. Company will cause such End Users to maintain the confidentiality of the passwords. Company will also be assigned a password or passwords for access to and use of the Software Services. Company acknowledges that once the initial password provided to the Company is changed, Readynez does not retain the technical ability to retrieve such passwords. Company is fully responsible for all activities that occur using Company and End User passwords. Company acknowledges and agrees that Readynez shall not be liable for any loss that Company or any End User may incur as a result of someone else using a password that has been assigned to or obtained by Company or its End Users, either with or without the knowledge of Company or the applicable End User; nor shall Readynez be liable or responsible for any unauthorized access or misuse of the Software Services by Company or any of its End Users.
6.5 End Users.
In relation to the End Users, Company undertakes that: (i) it shall maintain an up to date list of current End; (ii) it shall permit Readynez to audit the Services in order to establish the name and password of each End User, where such audit may be conducted no more than once per quarter, at Readynez’ expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with Company’s normal conduct of business; (iii) if any audits reveal that any password has been provided to any individual who is not an authorized End User, then without prejudice to Readynez’ other rights, Company shall promptly disable such passwords and Readynez shall not issue any new passwords to any such individual; and (iv) if any audits reveal that Company has underpaid Fees to Readynez, then without prejudice to the Readynez’ other rights, Company shall pay to Readynez an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit.
6.6 Application Programming Interface Provisions.
(a) In connection with its use of the Content Curation Services and Third Party Apps & Services, Company may, in some operating environments, be provided with software developed by a third party. The Third Party software may be accessible through an Application Program Interface (API) requiring login and API credentials. Company expressly understands and agrees that Readynez does not control, track, or monitor the dissemination of any of Third Party Software Credentials, and, therefore, any misappropriation of those Credentials may neither be apparent to nor discoverable by Readynez without notice.
(b) Readynez expressly disclaims and shall have no liability for any loss or damages resulting from the use of the Third Party API Software and Protocols, with or without misappropriated API Credentials in a software application, and Company shall indemnify defend, and hold harmless Readynez against all claims, actions or proceedings, arising out of any claim related thereto, to the extent of Company’s action or inaction with respect thereto.
7.0 NON-DISCLOSURE AND CONFIDENTIALITY.
7.1 Disclosure. Each party may disclose to the other party certain Trade Secrets and Confidential Information of such party or of such party’s associated companies, distributors, licensors, suppliers, or customers. For purposes of this Agreement, “Trade Secrets” means information that is a trade secret under law; “Confidential Information” means information, other than Trade Secrets, that is of value to its owner and is treated as confidential; “Proprietary Information” means Trade Secrets and Confidential Information; the “Disclosing Party” refers to the party disclosing Proprietary Information hereunder.
7.2 Requirement of Confidentiality. Recipient agrees to hold the Proprietary Information disclosed by Disclosing Party in confidence and not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information disclosed by Disclosing Party to any third party, or utilize the Proprietary Information disclosed by Disclosing Party for any purpose whatsoever other than as expressly contemplated by this Agreement. Company acknowledges that the Readynez Software and Documentation are the Proprietary Information of Readynez.
7.3 Data Use. Company agrees that data derived by Readynez from performance of the Services or input by Company may be used for the purposes of analysis, including statistical analysis, trend analysis, creation of data models, and creation of statistical rules, except that such analysis shall be performed solely by Readynez and such analysis shall be performed only in conjunction with data derived by Readynez from Readynez365 performance of services for other customers, input by other Readynez customers or obtained from party data sources. The results of such analysis (“De-identified Data”) may be used by Readynez for any lawful purpose, including determining future hardware and communications needs for Readynez systems and determining trends associated with use, operation, and efficacy. Notwithstanding anything contained in this Agreement to the contrary, De-identified Data shall not contain (i) any Proprietary Information of Company, (ii) any information that identifies or can be reasonably used to identify an individual person, (iii) any information that identifies or can be reasonably used to identify Company or its affiliates, suppliers, or End Users, or (iv) any information that identifies or can be reasonably used to identify any activities or behaviors of Company.
7.4 Processing of Personal Data. To the extent that Readynez processes personal data (as that term is defined in Readynez’ Data Processing Addendum of Company in the course of providing the Services, it shall do so in accordance with the Data Processing Addendum provided herewith).
8.0 LIMITED WARRANTY.
Readynez represents and warrants that (i) it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof (ii) the Services delivered under this Agreement will operate substantially in conformity with its Documentation under normal use and circumstances; (iv) the Documentation accurately and completely reflects all material features and functions of the Services; and (v) it shall comply with all applicable laws, rules, and regulations when performing its obligations under this Agreement
OTHER THAN AS EXPRESSLY SET FORTH IN THIS SECTION 8.0, NEITHER READYNEZ, ITS AFFILIATES, LICENSORS OR SUPPLIERS, NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES MAKES ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO COMPANY, OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE SERVICES OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8.0, THE SERVICES ARE PROVIDED TO COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE FOR COMMERCIAL USE ONLY. NO WARRANTY IS MADE THAT USE OF THE SERVICES WILL BE SECURE, TIMELY, ERROR FREE OR UNINTERRUPTED, THAT ANY NON-MATERIAL ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED, THAT THE SYSTEM THAT MAKES THE SERVICES AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES WILL OPERATE IN COMBINATION WITH HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY READYNEZ, THAT THE OPERATION OF THE SERVICES WILL BE SECURE OR THAT READYNEZ AND ITS THIRD PARTY VENDORS WILL BE ABLE TO PREVENT THIRD PARTIES FROM ACCESSING CUSTOMER DATA OR COMPANY’S CONFIDENTIAL INFORMATION, OR THAT THE SERVICES FUNCTIONALITY WILL MEET COMPANY’S REQUIREMENTS. COMANY ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR THE COMPANY’S PURPOSE.
9.0 LIMITATION OF LIABILITY
9.1 LIMITATION OF REMEDY.
In no event shall either party, its affiliates, licensors or suppliers, or any of their officers, directors, employees, shareholders, agents or representatives be liable to the other party, or any other person or entity for any indirect, special, incidental, exemplary or consequential damages or loss of goodwill under or in any way relating to this Agreement or resulting from the use of or inability to use the deliverables or the performance or non-performance of any Services, including the failure of essential purpose, even if such party has been notified of the possibility or likelihood of such damages occurring, and whether such liability is based on any legal or equitable theory, including, but not limited to, contract, tort, negligence, strict liability, products liability or otherwise.
9.2 MAXIMUM LIABILITY. Except for claims arising pursuant to Section 7.2, in no event shall Readynez’ liability for any damages to Company or to any other person or entity regardless of the form of action, whether based on contract, tort, negligence, strict liability, products liability or otherwise, exceed the pro-rata portion of fees received by Readynez from Company applicable to the three (3) month period immediately preceding the events giving rise to such action.
10.0 TERM AND TERMINATION.
10.1 Initial Term.
This Agreement shall commence on the Effective Date indicated on the first executed Order Form (the “First Order Form”) in Schedule B between Company and Readynez. This Agreement shall continue through the Initial Term indicated on the First Order Form and through any Renewal Terms indicated on the First Order Form or amendments to the First Order Form, or any successive order form (each, an “Order Form”) executed between Company and Readynez. Except as otherwise specified in an Order Form, this Agreement will automatically renew for additional periods equal to the expiring term, unless either party gives notice of non-renewal at least sixty (60) days before the end of the expiring term. Unless earlier terminated as provided herein, this Agreement shall continue in full force and effect until the termination or expiration of the Initial Term or last Renewal Term in effect (the “Agreement Term”).
10.2 Termination.
Without prejudice to any other remedies and in addition to any other termination rights herein, the parties shall have the right to terminate this Agreement as provided below:
(a) By either party if the other party commits a material breach of this Agreement and such breach remains uncured 30 days after written notice of such breach is delivered to such other party;
(b) By either party if the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws, laws of debtor’s moratorium or similar laws;
(c) By Readynez if any amounts owed remain unpaid for more than fifteen (15) days following written notice of such unpaid amounts being delivered to Company.
10.3 Effect.
Upon termination of this Agreement for any reason, all rights and licenses granted by Readynez hereunder to Company will immediately cease. Upon any expiration or termination of this Agreement, Readynez shall make Company’s Materials reasonably available to it for a period of thirty (30) days. Upon any duly effected termination of this Agreement pursuant to Section 11.2(a) or (b), Readynez shall promptly refund any pre-paid but unearned fees to Company.
10.4 Survival.
Termination of this Agreement or any Order or SOW will not affect the provisions regarding Readynez’ or Company’s treatment of Confidential Information and Trade Secrets, provisions relating to the payments of amounts due, indemnification provisions, the provisions of Section 12, and provisions limiting or disclaiming Readynez’ liability, each of which shall expressly survive such termination.
11.0 GENERAL.
11.1 Authority.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. When executed and delivered by both parties, this Agreement will constitute the legal, valid and binding obligations of such party, enforceable against such party in accordance with its terms.
11.2 Governing Law.
This Agreement will be exclusively construed, governed and enforced in all respects in accordance with danish law (excluding all conflict of law rules). Each party agrees that any claim or cause of action whether in law or equity, arising under or relating to this Agreement may be brought in a Danish State court or by arbitration.
11.3 International Conventions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply in any respect to this Agreement or the parties hereunder.
11.4 No Conflicts.
Notwithstanding the content of any Company purchase order or any other document or record, whether in writing or electronic, relating to the subject matter of this Agreement, the terms of this Agreement shall govern and any conflicting, inconsistent, or additional terms contained in such documents shall be null and void.
11.5 Communications.
All communications required or otherwise provided under this Agreement shall be in writing and shall be deemed given when delivered (i) by hand, (ii) by registered or certified mail, postage prepaid, return receipt requested; (iii) by a nationally recognized overnight courier service; or (iv) by electronic mail (with read receipt or other tracking mechanism to confirm receipt), to the respective addresses set forth either on the First Order Form, or on the first page of this Agreement, as each may be amended by the parties by written notice to the other party in accordance with this Section.
11.6 Assignment.
Company may not assign its rights and duties under this Agreement without the prior written consent of Readynez, which, in the case of a proposed assignment to affiliates or successors in interest, shall not be unreasonably withheld. Any assignment in violation of this Section 12.5 shall be void and of no effect. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
11.7 Severability.
In case any one or more of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
11.8 Entire Agreement.
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto. All Schedules attached to this Agreement or subsequently added hereto by mutual consent of the parties are incorporated into this Agreement for all purposes.
11.9 Waiver.
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.10 Modifications.
No amendment to or modification of this Agreement is effective unless it is in writing, identified as an amendment to or modification of this Agreement and signed by an authorized representative of each party. Notwithstanding the foregoing, Readynez reserves the right, in its sole discretion, to make any changes to the Services and Readynez Software that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of Readynez’ services to its customers, (ii) the competitive strength of or market for Readynez’ services, or (iii) the Services’ cost efficiency or performance; or (b) to comply with applicable law; provided that no such changes have the effect of materially degrading the functionality of the Services.
11.11 Force Majeure.
Neither party shall be liable for delay or failure in performing any of its obligations hereunder due to causes beyond its reasonable control, including an act of nature, pandemics, war, natural disaster, governmental regulations, terrorism, communication or utility failures or casualties or the failures or acts of third parties.
11.12 No Third-Party Beneficiaries.
This Agreement is personal to the parties and no third parties shall be considered beneficiaries hereof, for any purposes.
Definitions
1.0 “Active User” means an End User that accesses the Software Services and accesses any online course during an applicable billing period (described in Section 5.2), regardless of the number of accesses during such billing period, the number of courses accessed during such billing period, or whether or not such End User completes the online course.
2.0 "Company Software" means the software and any other Materials owned or used by Company to access the Software Services
3.0 "Derivative Works" means any suggestions, contributions, enhancements, improvements, additions, modifications, or Derivative Works to the referenced software or other Materials.
4.0 “Readynez Apps” means applications that allow the extension of some functionalities, additional functionalities, advanced architecture capabilities, and integration between third-party systems and the Software Services.
5.0 "Readynez Server" means the hardware platform or network system owned or operated by, or on behalf of, Readynez where the Readynez Software resides and is accessed by Readynez customers via an internet connection to the server using an approved Web browser.
6.0 “Readynez Software” means the Internet-based Readynez Software products and related Services provided by Readynez, that are more particularly described on an Order and that are accessible to Company and its End Users via a Web browser through the Internet for their use of the Software Services.
7.0 "Documentation" means the user documentation and any other operating, training, and reference manuals relating to the use of the Services, as supplied by Readynez to Company, as well as any Derivative Works thereof.
8.0 “Effective Date” means the date on which this Agreement commences, as indicated in the First Order Form.
9.0 “E-Learning Platform” means the online training platform provided by Readynez as part of the Services.
10.0 “End User” means all of Customer’s employees and individual third parties who are authorized by Customer to use the Software Services and have been provided a password for the same.
11.0 “Initial Term” means the first term of this Agreement, as indicated in the First Order Form.
12.0 “Intellectual Property Rights” means any and all rights to exclude, existing from time to time in any jurisdiction, under patent law, copyright law, moral rights law, trade-secret law, semiconductor chip protection law, trademark law, unfair competition law, or other similar rights.
13.0 “Marks” means service marks, trademarks, trade names, logos, and any modifications to the foregoing.
14.0 "Materials" means data, materials, pictures, documentation, audio, video, artistic works, writings, and other works of authorship.
15.0 "Services" means all services provided by Readynez under this Agreement including the Software Services, Content Curation Services, Third-Party Apps & Services, Support Services, Professional Services and Additional Services.
Schedule A
Service Descriptions; Service Packages, Support Services; Uptime. Service types such as professional services.
1. SERVICE DESCRIPTION
Software Services
The Readynez365 LXP (Learner Experience Platform) software is developed by Readynez. Readynez365 requires a modern web browser that supports cookies and JavaScript. The Readynez365 LXP supports current versions of the following browsers: Google Chrome, Mozilla Firefox, Microsoft Edge, Safari.
In the event that Customer cannot meet the technical requirements listed, Readynez will be under no obligation to provide the support services described in section 1.4 of Schedule A
Content Curation services
To support Customer learning requirements Readynez can curate content from external third-party sources on the Readynez365 platform. Any external learning content facilitated by Readynez for the customer is specified in Schedule B
Readynez is not responsible for third-party content and cannot be held account for changes or decisions made by external providers that will affect their content inside the Readynez365 Platform.
Third Party Apps & services
To support user experience on the Readynez365 platform, Readynez can connect external third-party plugins and API´s to the Readynez365 platform. Any external plugin or API facilitated by Readynez for the customer is specified in Schedule B
Readynez is not responsible for third-party API´s and cannot be held account for changes or decisions made by external providers that will affect their user experience inside the Readynez365 Platform.
Support Services
Readynez shall provide to Company the Support (Business or Enterprise) specified in an Order, if any. The details related to each of the different Support Services are set forth below:
2. SERVICE PACKAGES OVERVIEW
The Readynez365 is offered to clients as specified below. The following services are included:
3. SUPPORT SERVICES OVERVIEW
3.1– Support Service Severity Descriptions
Urgent/Severe Critical production issue affecting all users, including system unavailability, with no workaround available.
High Issue is persistent, affects many users and/or impacts core functionality or results in significant performance degradation with no reasonable workaround available.
Normal Errors in functionality within the application, often accompanied by workarounds or affecting some but not all users.
Low General inquiries on the use of the application or; cosmetic errors or incidents which otherwise do not require immediate attention or; Rare errors that appear during unusual conditions or are otherwise unlikely in normal use or; Errors which have a sustainable workaround.
3.2 Service Level
|
Business Plan Service Level Targets* |
||
|
Ticket Severity |
First reply |
Resolution/Migitation ETA |
|
Urgent |
6 Business hours |
6 business hours or as soon as feasible or practical |
|
High |
12 Business hours |
As soon as feasible or practical. |
|
Normal |
16 Business hours |
As soon as feasible or practical |
|
Low |
24 Business hours |
None |
*Notes:
3.3. TICKETING REQUIREMENTS.
To receive these support services and for Readynez to maintain the Service Level agreed, Company shall reasonably cooperate with Readynez to resolve support incidents. Company shall have adequate technical expertise and knowledge of their configuration of Readynez Services to provide relevant information to enable Readynez to reproduce, troubleshoot, and resolve the incident or issue identified by Company. The following information should be provided at all times as a minimum by Company, whenever possible, to ensure Readynez’ ability to address Support Requests. Tickets lacking this information will not be considered as part of the Service Level reports:
3.4 Company’s General Responsibilities.
Company will be responsible for: (a) reporting errors promptly; (b) providing sufficient information for Readynez to duplicate the error, assess the situation, and undertake any needed or appropriate corrective action; (c) otherwise following instructions or suggestions from Readynez regarding use, maintenance, upgrades, repairs, workarounds, or other related matters; and (d) designating two (2) members of its staff to serve as Company’s system administrators to contact Readynez with support issues. Readynez’ successful response and provision of Support Services is subject to Company’s assistance and compliance, including (i) at Readynez’ reasonable request, Company will provide Readynez with reasonable access to Company’s personnel and equipment during normal business hours to discuss and assess any problems or requests for assistance; and (ii) Company will document and promptly report to Readynez all errors or malfunctions of the Software Services. It is Company’s responsibility to carry out procedures necessary at Company's facilities for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from Readynez.
3.5 Reproducing Errors
Readynez must be able to reproduce errors in order to resolve them. Customer agrees to cooperate and work closely with Readynez to reproduce errors, including conducting diagnostic or troubleshooting activities as reasonably requested and appropriate. Also, subject to customer’s approval on a case-by-case basis, Users may be asked to provide remote access to their Readynez account and/or desktop for troubleshooting purposes.
3.6 Exclusions
Issues that arise in the following categories are outside of the scope of support offered above, and will have no Service Level Agreement attached: Custom Cascading Stylesheets (CSS), support to third party authoring tools, support to third party system or platform integration, where the integration is not developed or managed by Readynez, supporting in troubleshooting of E-Learning Content packages built with third party authoring tools, custom built authentication methods between Readynez and Company where such method is built from the customer and not maintained by Readynez.
3.7 Additional Charges
If a reported problem (or if Company otherwise requests assistance) is outside the scope of Support Services, Readynez will notify Company to that effect and reserves the right, upon Company’s confirmation to move forward, to charge Company at Readynez’ then-current standard hourly rates for all associated work, for which Company agrees to pay Readynez promptly upon receiving an invoice; provided, however, that Readynez shall inform Company in advance of the possible incurrence of such fees and Company shall have pre-approved the same
4. UPTIME AVAILABILITY.
If Readynez fails to achieve the Availability Percentage for two (2) consecutive calendar months, then, as the Company's sole remedy for such failure, the Company will be granted Service Credits. Service Credits are calculated as a percentage of the total charges paid by the Company to Readynez in the Region affected by Unavailability in accordance with the schedule below. In the event that the Company elects to terminate this Agreement for failure to achieve the Availability Percentage for six (6) consecutive calendar months within the notice period given below, then no refunds shall be issued with respect to such affected months.
Monthly Uptime Percentage Service Credit Percentage
Less than 99.9% but equal to or greater than 99.0% 10%
Less than 99.0% 30%
Readynez will apply Service Credits only against future payments due from the Company. Service Credits will not entitle Company to a refund or other payment from Readynez. Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Readynez Agreement, the Company's sole remedy for any unavailability, non-performance, or other failure by Readynez to provide Uptime is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA. To receive a Service Credit, the Customer must submit a claim by within 30 days after the reported issue via a support claim ticket and email to designated Customer Success team reporting ticket number. If the Monthly Uptime Percentage of such request is confirmed by Readynez and is less than the Service Commitment, then Readynez will issue the Service Credit to Customer within one billing cycle following the month in which your request is confirmed by Readynez. Customer's failure to provide the request and other information as required above will disqualify Customer from receiving a Service Credit.