Service Level Agreement

ExecOnline provides this Service Level Agreement (“Service Level Agreement” or “SLA”) to a business client (each, a “Client”) that has purchased ExecOnline’s an enterprise AEP or ALP product offering (“Products”) in a particular agreement or client order (each, a “Client Order”). This SLA is part of and subject to the terms and conditions of the relevant Client Order between ExecOnline and the Client. Unless otherwise provided in this SLA, the capitalized terms used in this SLA will have the meanings assigned to them in the Client Order.

Service Commitment

ExecOnline will use commercially reasonable efforts to make the ExecOnline platform on which its Programs are made accessible (“Learning Platform”), for Programs under Products purchased by a Client, available with a Quarterly Uptime Percentage (as defined below) of at least ninety-nine and a half percent (99.5%) (“Service Commitment”). For clarity, The Service Commitment does not apply to any other portal or platform other than the Learning Platform. In the event the Products purchased by a Client do not meet the Service Commitment, Client may be eligible to receive a Service Credit as described below.

Definitions

• “Quarterly Uptime Percentage” is calculated as the Maximum Available Minutes less the Unavailability in the same Quarter, divided by the Maximum Available Minutes multiplied by 100.

Maximum Available Minutes – Unavailability
Maximum Available Minutes

Quarterly Uptime Percentage calculations shall exclude any Unavailability resulting directly or indirectly from SLA Exclusions (as described below).

• “Maximum Available Minutes” means the total actual number of minutes in a particular Quarter. 
• “Quarter” means a standard three (3)-month calendar quarter, defined as: January through March; April through June; July through September; and October through December. Products will be deemed to have had zero percent (0%) Unavailability for any portion of a Quarter in which Client did not have an active Client order.
• “Service Credit” means a credit in U.S. dollars, calculated as set forth below, that Client may be entitled to when the Service Commitment is not met.
• “SLA Exclusions” means those exclusions from Unavailability as set forth below.
• “Unavailability” means the total number of the accumulated minutes in a particular Quarter when a Client employee registered and enrolled in an ExecOnline Product (“Registrant”) is not able to establish external connectivity to a Product program in which they are enrolled for a period of greater than five (5) minutes.

Service Commitments and Service Credits

Service Credits will be calculated as a pro-rata percentage of the total Fees paid by Client for the particular Products in which the Unavailability occurred, in accordance with the below schedule. For purposes of this SLA, (i) the total Fees paid by Client shall mean only the Fees attributed to the affected Products and will not include any taxes or other fees paid; and (ii) Service Credits will be a percentage of one-fourth of the applicable Fees paid by a Client for such affected Products in a 12-month period.

Service Credits will not entitle the Client to: (i) any refund, monetary or other compensation from ExecOnline, except as described herein, or (ii) any rights to terminate the Client Order or any Product purchase commitment, or (iii) to any relief of any Client payment obligation under a Client Order, not otherwise specified therein. A Service Credit will be applicable and issued only if the credit amount for the Quarter in question is greater than one dollar ($). Service Credits may not be transferred or applied to any other Client Order or account, or under any other ordering instrument Client has with ExecOnline. Client may not unilaterally offset any claimed or confirmed Service Credits against Fees it owes to ExecOnline under a Client Order. Cumulative Service Credits awarded by ExecOnline in any subsequent billing period will not, under any circumstance, exceed one tenth of Client’s annual payments of Fees for the Products under the applicable Client Order for which such Service Credits are claimed. Client’s sole and exclusive remedy for any Unavailability, non-performance, or other failure of the Products is the receipt of a Service Credit, if eligible, in accordance with these SLA terms.

Service Credit Request and Payment

For ExecOnline to consider a Service Credit claim, Client must submit, in good faith, a written claim request to ExecOnline including all the information necessary for ExecOnline to investigate and validate the claim (“Claim Request”), including without limitation: (i) a detailed description of the claimed Unavailability, including the dates, times and durations of each claimed Unavailability, and the specific Products that were affected; (ii) the number, geographic location(s) and premise identification (e.g. specific Client office or personal residence of Registrant) where the particular Client Registrant suffered the claimed Unavailability; (iii) Client logs that document the errors and corroborate the claimed Unavailability (any confidential, personal or sensitive information in these logs should be removed or replaced with asterisks); and (iv) descriptions of Client’s attempts to resolve the Unavailability incident at the time of occurrence. The Claim Request must be received by ExecOnline no later than thirty (30) calendar days after the end of each calendar Quarter in which the claimed Unavailability occurred. Client’s failure to provide the request and other information as required above will disqualify Client from receiving a Service Credit.

ExecOnline will evaluate all information supplied to it by Client and information reasonably available to it and make a good faith determination of whether a Service Credit is owed to the Client. If the Quarterly Uptime Percentage of such Claim Request is confirmed by ExecOnline to be less than the Service Commitment, subject to the terms of this SLA, ExecOnline will issue the Service Credit due to Client on the immediately succeeding billing period for the same Products under the original Client Order, or renewal orders. If the Client Order for the affected Products has expired or has been terminated prior to the issuance of a Service Credit, the Claim Request and the Service Credit, if any, will become void as of the date of such expiration or termination.

SLA Exclusions

Unavailability shall not include any minutes of Product unavailability, downtime or performance issues that result directly or indirectly from, are caused by, or occur during: (i) the period of time during a suspension or termination of the Product access, or termination or expiration of the Client Order; or (ii) factors outside of ExecOnline’s reasonable control, including any Force Majeure event; or (iii) any actions or inactions of Client, its Personnel, the Registrants or any third party not under ExecOnline’s direct control, including its vendors and suppliers: or (iv) the use of services, hardware, software, network, browsers or internet not provided by ExecOnline, including, but not limited to, issues resulting from inadequate bandwidth or related to Client’s or its third-party provider’s software, services, network, premises, equipment, or other technology; (v) interruptions, disruptions, accessibility problems, DNS issues, routing problems, or other impediments to internet access or problems external to, and not under the direct control of ExecOnline’s or its third-party suppliers; or (vi) Client’s default under the Client Order, (vii) any periods of time during which a Client payment of Fees for the products has not been received by ExecOnline; or (viii) any scheduled maintenance or downtime related to network, hardware or Products maintenance or upgrades; or (ix)  Client’s failure to adhere to any requirements under any technical specifications, user guides, or Client’s use of the Products in a manner inconsistent with the features, functionality and acceptable use policies of the Products or the Client Order; or (x) faulty input, instructions, or arguments by Clients; (xi) Client’s use of the Products after ExecOnline advised Client to modify its use of the Products, if Client did not modify the use as advised; (xii) the period of unavailability of the enterprise portal, client portal, or any other platform or portal other than the Learning Platform, (xiii) the deletion of Client or its employee’s data in ExecOnline’s Learning Platform or network, as requested by Client or its employee, or (xiv) during or with respect to any preview, pre-release, demonstration, evaluation, trial, beta, free, pilot or proof of concept/value periods of the Products or a component or feature thereof (collectively, “SLA Exclusions”).

Current and Historical Updates

To review current and historical uptime, visit https://status.execonline.com.

Updates

As ExecOnline’s business evolves, we may change our Service Level Agreement. Clients can review the most current version of the Service Level Agreement at any time by visiting this page.