Digiexam Console Terms and Conditions

Software as a Service Terms & Conditions

This SOFTWARE AS A SERVICE AGREEMENT (this “Agreement”) shall enter into force upon signing (the “Effective Date”) by and between Digiexam Solutions US Inc., a Delaware corporation (“Digiexam”) and users of the Digiexam Services, the (“Customer”).

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Grant of Rights.

(a)     Services.  Pursuant to the terms and conditions of this Agreement and the applicable order form executed by each party setting forth a license structure, pricing and accompanying terms (each, an “Order Form”), Digiexam hereby agrees to provide Customer, and Customer hereby retains Digiexam to provide, the SaaS Services.  The “SaaS Services” means providing access to and the use of Digiexam’s assessment software, pursuant to a license hereby granted, to create, deliver and grade digital tests, assessments and exams through a web application for the educators and a local client for students.
(b)    Subsequent Order Forms.  Each Order Form entered into between the parties subsequent hereto but relating to SaaS Services or ancillary services to be provided by Digiexam to Customer shall be subject to and is hereby deemed to incorporate the terms of this Agreement.
(c)     License Limitations.  All licenses granted pursuant to this Section 1 are: (A) non-assignable, non transferable, and nonexclusive, and (B) limited to the Term.  Except for rights specifically permitted to be granted to third parties, all rights under each license may be exercised by Customer only through individuals authorized by the Customer to access the SaaS Service, whether enabling has occurred by directly or indirectly sharing passwords, Embed Code (as defined below) or otherwise (each, a “Customer Party”).  Customer may access and use the SaaS Services only for Customer’s internal use (and not to provide services to any third party).  Customer shall not use (or permit the use of) the SaaS Services in violation of the terms of this Agreement.  Each Customer Party may be required to enter into a click-wrap agreement with Digiexam to access the SaaS Service; in the event of any conflict between the terms and conditions of this Agreement and any such click-wrap agreement, the terms and conditions of this Agreement shall control.  “Embed Code” means software code which may be included in a Digiexam product which, when embedded by Customer in a web page enables such web page to support and interact with the SaaS Services.
(d)    Implementation.  Included within the SaaS Services, Digiexam will permit Customer to use Digiexam’s proprietary software and provide assistance with the implementation Digiexam’s program(s) for use and access within Customer’s desired network.  Digiexam will host the SaaS Services and Digiexam products from the Google Cloud Services. Customer shall be solely responsible for providing a proper environment to utilize the SaaS Services.
(e)     Reservation of Rights.  Customer (i) shall not have the right to sublicense, resell or redistribute the SaaS Services, (ii) shall not otherwise provide or allow any party other than Customer Parties to have access to or use of the SaaS Services, in whole or in part, and (iii) shall not use the SaaS Services in any way which violates any applicable laws or regulations. Except as expressly set forth herein, no express or implied license or right of any kind is granted herein regarding the SaaS Services or the Digiexam products, including any right to obtain possession of any source code, object code or other technical material relating to the SaaS Services or Digiexam products, or regarding any other Intellectual Property Rights (as defined below) of Digiexam. All rights not expressly granted to Customer are reserved to Digiexam and no rights or licenses shall be deemed granted by implication or otherwise. Digiexam reserves the right, in its sole discretion and with prior notice to Customer, to modify, discontinue, add, adapt, or otherwise change any design or specification of the SaaS Services and/or Digiexam’s policies, procedures, and requirements specified in or related hereto, which will not materially degrade the functionality of the SaaS Services.  “Intellectual Property Rights” means any and all now known or hereafter known or existing patents, copyrights, moral rights, trademarks, trade secrets, Confidential Information or other intellectual property rights and all registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in the foregoing.)
(f)     Licenses to Collected Data.  Customer shall own all data collected by the SaaS Services per Customer’s use thereof (“Collected Data”). Customer grants Digiexam a limited, non-exclusive license (“Data License”) to access, use, and process Customer Data solely for the purpose of providing the Services and fulfilling its obligations under this Agreement. This license shall remain in effect only for the Term of the Agreement. Upon expiration or termination of the Agreement, Digiexam shall, at Customer’s written request, delete or return all Customer Data, except anonymized or aggregated data that does not identify Customer or its students or staff, which may be retained and used for Digiexam’s legitimate business purposes.

2. Data Storage.

Digiexam uses “Google App Engine” to provide the necessary services such as servers and storage of our Customers’ information. Customer’s use of the SaaS Services shall also comply with all terms of use for “Google App Engine”, which can be reviewed https://cloud.google.com/terms/.

3. Usage Of Information.

Digiexam agrees to limit its use and sharing of Collected Data to be consistent with the Digiexam’s Data Processing Agreement (available at request) (the “Data Processing Agreement”), which in general does not permit the sale or sharing of Collective Data with unrelated third parties except as necessary to provide the SaaS Services. Digiexam may be obliged, and shall be permitted, to share critical information with third-party investigatory/law enforcement body(ies) if required to investigate, prevent, or take action regarding illegal activities, suspected cheating, situations involving potential threats to the physical safety of any person or violations of the End User Agreement of the specific application.

4. Term.

Unless provided otherwise in an Order Form, the initial term of this Agreement shall begin on the Effective Date and shall expire on the first anniversary of that date; thereafter, this Agreement shall automatically renew for recurring 12-month terms, unless either party provides the other with prior written notice of non-renewal at least 90 days prior to the next renewal date.  The initial term and any renewals thereof shall be referred to herein as the “Term”.  This Agreement may also be terminated as provided in Section 12.

5. Pricing and Payment.

(a)     Payment.  Customer shall pay the fees as set forth in the Order Form.  Unless otherwise provided in the Order Form, the fees set forth in the Order Form shall be payable in advance on an annual basis.  During each year this Agreement is renewed, recurring charges shall likewise be payable in advance on an annual basis, due within 30 days of the invoice date.  If payment is not received by Digiexam within 30 days of the invoice date, absent a good faith dispute, interest shall accrue on all amounts not subject to a good faith dispute and not paid when due at the rate of 1.5% per month, or the highest lawful rate, whichever is less.  Additionally, Customer shall reimburse Digiexam for all costs, including Digiexam’s costs incurred in collecting such amount(s), including but not limited to legal fees and associated costs.  In addition to any other right or remedy available to Digiexam at law or equity or under this Agreement, Digiexam has the right to suspend or terminate any or all of the SaaS Services or other services, for non-payment, in addition to any other remedies available at law or equity.
(b)    Taxes. The fees for the SaaS Services do not include any charge for taxes, and Customer is solely responsible for paying any sales, use value added or other taxes attributed to customer’s fee for services or access to the Digiexam products, other than taxes on Digiexam’s net income.
(c)     Fee Increases.  Digiexam reserves the right to implement a fee increase prior to any renewal of this Agreement by providing written notice of such increase to Customer at least 120 days prior to the upcoming renewal date. If the proposed new fees are unacceptable to Customer, Customer has the option not to renew this Agreement as provided in Section 4 above.

6. Proprietary Rights and Restrictions.

(a)     Digiexam Ownership.  Digiexam owns and shall retain all rights and interest in the Intellectual Property Rights in the SaaS Services and Digiexam’s Confidential Information, which includes without limitation, all Digiexam products, source and object code, specifications, Customizations (as defined below), designs, processes, techniques, concepts, improvements, discoveries and inventions, including without limitation any modifications, improvements or derivative works thereof and all works of authorship or inventions created, invented, reduced to practice or delivered by Digiexam or any third party either solely or jointly with others, arising from this Agreement, including all copies and portions thereto, whether made by or under the direction of Digiexam or Customer.  Digiexam’s Intellectual Property Rights do not include any of Customer’s Intellectual Property Rights as provided in paragraph 6(b) below.  “Customizations” means the computer code needed to enable Customer’s existing data management systems and data to be used within and interface with, the SaaS Services and Digiexam products, and other customized computer code or functionality requested by Customer.  All Customizations, including the pricing for same, shall be the subject of a separate written agreement between the parties.
(b)    Customer Ownership.  As between the parties hereto, Customer owns and shall retain all right, title and interest in and to the Intellectual Property Rights in the Collected Data and Confidential Information of Customer and its customers, subject to the terms of the Data License granted in paragraph 1(f) above.
(c)     Nondisclosure. 
(i)      Except as otherwise permitted hereunder, each party (acting as the “Receiving Party”) agrees (i) to hold the Confidential Information (as defined below) of the other party (acting as the “Disclosing Party”) in the strictest confidence, (ii) not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Disclosing Party’s Confidential Information to any third party, except as otherwise permitted under this Agreement, (iii) not to make use of the Disclosing Party’s Confidential Information other than for the permitted purposes under this Agreement, and (iv) to disclose the Disclosing Party’s Confidential Information only to their respective representatives requiring such material for effective performance of this Agreement and who have undertaken an obligation of confidentiality and limitation of use consistent with this Agreement. These nondisclosure obligations shall survive any termination of this Agreement.
(ii)     “Confidential Information” means nonpublic proprietary information of either party, and any third party information that a party has agreed to treat as confidential, which is either designated in writing as “confidential” or otherwise of such a nature that it is reasonably obvious the information should be considered confidential; for purposes of clarification, all computer code contained in the Digiexam products (including without limitation Embed Code) shall be considered “Confidential Information” of Digiexam.
(iii)    Confidential Information shall not include any information which: (A) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Receiving Party; (B) was known to the Receiving Party, without restriction on its disclosure or use, at the time of disclosure; (C) is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; (D) was independently developed by the Receiving Party without any use of the Disclosing Party’s Confidential Information; (E) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party; or (F) is (I) compelled pursuant to a legal proceeding or (II) is otherwise required by law to be disclosed; provided however that the Receiving Party shall, at the request and expense of the Disclosing Party, provide reasonable assistance to resist such disclosure.
(d)    Acceptable Use.  Customer is responsible for monitoring Digiexam’s Data Processing Agreement and the continual compliance with any applicable end user license agreement by Customer’s use and use by any individual(s) accessing the SaaS Services through Customer (each, a “Customer User”); in the event of a direct conflict between the terms of such referenced Data Processing Agreement and/or User Agreement and the express terms of this Agreement, the terms of this Agreement shall govern.  Customer shall not, and will not permit others to, engage in activities prohibited by Digiexam (and Customer will investigate any alleged violations thereof by Customer Users), including, without limitation: (i) intentionally accessing data not intended for use by Customer or Customer Users, (ii) attempting to breach security or authentication measures without proper authorization or interfere with the SaaS Services, (iii) taking any action in order to obtain SaaS Services to which Customer or Customer Users are not entitled, or (iv) assisting or permitting any persons in engaging in any of the activities described above.
(e)     Limitation of Rights. By virtue of this Agreement, Customer acquires only the non-exclusive right as described above to receive the SaaS Services and related documentation, and does not acquire any rights of ownership in such materials, including any Customizations. Customer shall not, and shall not permit Customer Parties or any other party to: (i) disassemble, decompile, decrypt, or reverse engineer, or in any way attempt to discover or reproduce source code for, any part of the SaaS Services or Digiexam products; (ii) alter, modify, or prepare derivative works based on the SaaS Services, Digiexam products or other Intellectual Property Rights of Digiexam; or (iii) use any part of the SaaS Services or Digiexam products or other Intellectual Property Rights of Digiexam to create, invent or develop any computer program or other invention, work or device that performs, replicates, or utilizes the same or substantially similar functions as the SaaS Services or Digiexam products.
(f)     Compliance with Law.  Digiexam hereby represents and warrants that the services it is providing hereunder, including but not limited to the SaaS Services, comply with all applicable laws, regulations and ordinances.

7. Support Services.

(a)     Services Provided.  Digiexam will provide the support services set forth in Digiexam’s Service Level Agreement attached hereto as Exhibit A (“Service Level Agreement”), which exhibit is hereby incorporated by this reference, and in this Section 7(a).  At the request of the Customer primary technical contact or the Customer back up technical contact to be designated by Customer in writing, Digiexam will provide the following support services to Customer:
(i)      Electronic Support:  Digiexam will provide reasonable consultation and support over the Internet regarding the operation of the SaaS Services, including both technical and user issues.
(ii) Error Correction:  If Customer encounters a material failure of the SaaS Services to comply with the specifications set out in the documentation, Digiexam shall use reasonable efforts to verify the cause of the problem, and if the error is due to any act or omission of Digiexam, Digiexam’s sole obligation shall be to use its reasonable efforts to correct the reported problem.
(b)    Training.  Digiexam shall conduct training sessions as set forth in the Order Form. Customer shall be responsible for its own travel, living and other expenses associated with such training.

8. Disclaimer of Warranty.

EXCEPT AS OTHERWISE PROVIDED HEREIN, THE SAAS SERVICES, DIGIEXAM PRODUCTS AND ALL OTHER SERVICES AND MATERIALS ARE PROVIDED BY DIGIEXAM “AS IS” AND DIGIEXAM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE;  DIGIEXAM DOES NOT WARRANT THAT ALL ERRORS CAN OR WILL BE CORRECTED OR THAT THE SAAS SERVICES WILL OPERATE WITHOUT ERROR.

9. FERPA.

This Section 9 shall apply in the event this Agreement is subject to The Family Educational Rights and Privacy Act (“FERPA”) (20 U.S.C. § 1232g; 34 CFR Part 99).  Digiexam’s Data Processing Agreement  shall outline policies and procedures addressing the following:
(a)     Establishing that student records obtained by Digiexam from the school continue to be the property of and under the control of the school;
(b)    The procedures by which students may retain possession and control of their own student-generated content;
(c)     The options by which a student may transfer student-generated content to a personal account;
(d)    The procedures by parents, legal guardians, or eligible students may review personally identifiable information in the student’s records and correct erroneous information;
(e)     Establishing that Digiexam shall take actions to ensure the security and confidentiality of student records, including but not limited to, designating and training responsible individuals on ensuring the security and confidentiality of student records;
(f)     In the event of an unauthorized disclosure of a student’s records, the procedure by which Digiexam shall report to an affected parent, legal guardian, or eligible student;
(g)    Establishing that Digiexam shall not use any information in a student record for any purpose other than those required or specifically permitted by this Agreement;
(h)    Certifying that a student’s records shall not be retained or available to Digiexam upon completion of the terms of this Agreement, except for a case where a student chooses to establish or maintain an account with Digiexam for the purpose of storing student-generated content, either by retaining possession and control of their own student-generated content, or by transferring student-generated content to a personal account.  Such certification will be enforced in accordance with the terms of the Data Processing Agreement; and
(i)      Establishing that, and how, the school, i.e., Customer, will work with Digiexam to ensure compliance with FERPA.

10. Limitations of Liability.

NEITHER DIGIEXAM, CUSTOMER NOR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WILL BE LIABLE HEREUNDER FOR ANY CLAIMS FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THE NATURE OF THE CLAIM. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EXPECT FOR LIABILITIES ARISING OUT OF SECTION 11, A BREACH OF PARAGRAPH 1(e), AND CUSTOMER’S PAYMENT OBLIGATIONS IN THE ORDINARY COURSE, NEITHER PARTY’S AGGREGATE LIABILITY FOR ALL CASES AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (WHETHER BROUGHT IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) SHALL EXCEED THE FEES PAID BY CUSTOMER HEREUNDER DURING THE CONTRACT YEAR IN WHICH AN INCIDENT OCCURS, EXCEPT FOR A CLAIM BY CUSTOMER PER PARAGRAPH 11(b) BELOW, WHICH SHALL NOT EXCEED $15,000.

11. Indemnification.

(a)     Customer shall defend, indemnify and hold harmless Digiexam, its officers, directors, employees and agents, for any suit, claim, damages and/or losses (including without limitation court costs and attorneys’ fees) arising out of third party claims relating to Customer’s use of the SaaS Services, Embed Code or Digiexam product, except to the extent of Digiexam’s indemnifications below.
(b)    Digiexam shall defend, indemnify and hold harmless Customer, its officers, directors, employees and agents, for any suit, claim, damages and/or losses (including without limitation court costs and attorneys’ fees) arising out of third party claims relating to any allegation that the SaaS Services provided hereunder infringe upon a third-party intellectual property rights.

12. Termination.

(a)     Either party may terminate this Agreement and the rights and licenses granted herein if the other party materially breaches this Agreement and fails to remedy such breach within 30 days after receiving written notice thereof.  Termination of this Agreement shall not constitute either party’s exclusive remedy for breach or non-performance by the other party, and each party shall be entitled to seek all other available remedies, both legal and equitable, including injunctive relief. 
(b)    Should either party (i) admit in writing its inability to pay its debts generally as they become due; (ii) make a general assignment for the benefit of creditors; (iii) institute proceedings to be adjudicated a voluntary bankrupt; (iv) consent to the filing of a petition of bankruptcy against it; (v) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (vi) seek reorganization under any bankruptcy act; (vii) consent to the filing of a petition seeking such reorganization; or (viii)  have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party’s property or providing for the liquidation of such party’s property or business affairs; then, in any such event, the other party, at its option and without prior notice, may terminate this Agreement effective immediately.

13. Effect of Termination.

(a)     Access to SaaS Services and Confidential Information.  Upon termination or expiration of this Agreement for any reason: (i) all rights granted under this Agreement to Customer with respect to utilizing or accessing the SaaS Services shall terminate and Digiexam shall immediately discontinue Customer’s access to the SaaS Services and any other services provided hereunder, and (ii) Customer shall return all Confidential Information and documentation related to the SaaS Services and Digiexam shall return to Customer all of Customer’s Confidential Information (excluding Collected Data.)
(b)    Survival.  All provisions of this Agreement which by their nature are intended to survive the termination of this Agreement, shall survive, including without limitation obligations regarding Intellectual Property Rights and Confidential Information, Disclaimer or Warranty, Limitations of Liability, Indemnification, Dispute Resolution and General.

14. Dispute Resolution.

In the event of a dispute between the parties, the parties agree that an executive from each company shall meet and negotiate in good faith in an effort to resolve the dispute. If such dispute is not resolved after such a meeting then the parties shall arbitrate their dispute as provided herein. Except for claims seeking injunctive relief for which court relief may be sought, or claims involving Intellectual Property Rights or Proprietary Information, the parties shall arbitrate any dispute resulting from or arising as a result of this Agreement. Any such arbitration shall be in accordance with the commercial rules of the American Arbitration Association (“AAA”) unless the parties mutually agree on an alternate organization for dispute resolution.

15. General.

(a)     Non-Exclusivity.  Notwithstanding any other provision of this Agreement to the contrary, nothing in this Agreement shall be deemed to prohibit Digiexam from developing, making, using, improving, modifying, marketing, distributing, licensing, selling, producing, marketing, providing or otherwise commercializing the SaaS Services, the Digiexam products or any other services or products, provided that such activities do not utilize or infringe any of Customer’s Intellectual Property Rights or Confidential Information.
(b)    Entire Agreement.  This Agreement, including the Order Form, Exhibits and any schedules attached hereto, represents the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all previous and contemporaneous discussions and communications. Any subsequent amendments and/or additions hereto are effective only if in writing and signed by both parties. Customer may not assign its rights or obligations under this Agreement without the prior written consent of Digiexam, which shall not be unreasonably withheld, delayed or conditioned. Subject to the foregoing limitation on assignment, this Agreement is binding upon and inures to the benefit of the successors and assigns of the parties.
(c)     Governing Law.  This Agreement shall be construed, governed and enforced in accordance with the internal laws of the State of New York, USA, excluding all conflict of laws rules as from time to time amended and in effect. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement.
(d)    Waiver.  The failure of either party at any time to require performance by the other party of any provision hereof is not to affect in any way the full rights of such party to require such performance at any time thereafter, nor is the waiver by either party of a breach of any provision hereof to be taken or held to be a waiver of the provision itself or any future breach.
(e)     Relationship of the Parties.  The parties hereto are independent contractors, and nothing in this Agreement is to be construed to create a partnership, joint venture, or agency relationship.
(f)     Severability.  If any part, term, or provision of this Agreement is held to be illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, the validity of the remaining portions or provisions are not to be affected thereby.
(g)    Notice.  Any notice given pursuant to this Agreement shall be in writing and shall be given by personal service, overnight courier or by first class mail, postage prepaid to the addresses appearing at the beginning of this Agreement, or as changed through written notice to the other party.  Notice given by personal service or overnight courier shall be deemed effective on the date it is delivered to the addressee, and notice mailed shall be deemed effective on the third business day following its placement in the mail addressed to the addressee.
(h)    Force Majeure.  No party shall be liable for failure to perform or delay in performing all or any part of its obligations under this Agreement to the extent that such failure or delay is due to any cause or circumstance reasonably beyond the control of such party including, without limitation, acts of God, fire, flood, storms, earthquake, strike or other labor dispute, acts of terrorism, government requirement, or civil or military authority. The party affected by such an event shall promptly notify the other party in writing. The party so affected shall take reasonable steps to resume performance with the least possible delay.

Service Level Agreement

THIS DIGIEXAM SERVICE LEVEL AGREEMENT (“SLA”) between DigiExam Solutions US INC. (“Digiexam”, “us” or “we”) and users of the Digiexam Services (“you”) governs the use of the Digiexam Services under the provisions of the Digiexam Service Agreement.

Unless otherwise provided herein, this SLA is subject to the provisions of the Service Agreement.

Service Commitment

Digiexam will use commercially reasonable efforts to make your Digiexam Services running in dedicated environments available with an Uptime Percentage of at least 99.9% during any billing cycle. Subject to the SLA Exclusions, if we do not meet the Service Commitment, you will be eligible to receive a Service Credit.

Definitions

(a) Maintenance. Scheduled Unavailability of the Digiexam Services, as announced by us prior to the Digiexam Services becoming Unavailable.
(b) Uptime Percentage. Calculated by subtracting from 100% the percentage of minutes during the billing cycle in which the Digiexam Services were Unavailable. Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.
(c) Service Credit. A credit denominated in US dollars, calculated as set forth below, that we may credit back to an eligible account.
(d) Unavailable. /Unavailability. Mean, for app services and databases, when your service or database is not running or not reachable due to Digiexam’s fault.

Commitments and Service Credits

Service Credits are calculated as a percentage of the total charges due on your Digiexam invoice for the billing cycle in which the Unavailability occurred, applied proportionally to the Services that were Unavailable, in accordance with the schedule below:
(a) For Uptime Percentage, less than 99.9% but equal to or greater than 99.0%, you will be eligible for a Service Credit of 10% of the charges attributable to the affected
resources
(b) For Uptime Percentage less than 99.0%, you will be eligible for a Service Credit of 30% of the charges attributable to the affected resources

We will apply any Service Credits only against future payments for the Services otherwise due from you. Service Credits will not entitle you to any refund or other payment from Digiexam. A Service Credit will be applicable and issued only if the credit amount for the applicable billing cycle is greater than one hundred dollars ($100 USD). Service Credits may not be transferred or applied to any other account.

Sole Remedy

Unless otherwise provided in the Service Agreement, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by emailing support@digiexam.com.

To be eligible, the credit request must be received by us by the end of the billing cycle after which the incident occurred and must include:
(a) the words “SLA Credit Request” in the subject line;
(b) the dates and times of each Unavailability incident that you are claiming;
(c) the account handle(s); and
(d) logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).
(e) If the Uptime Percentage of such a request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

SLA Exclusions

The Service Commitment does not apply to any Unavailability:
(a) Caused by factors outside of our reasonable control, including any force majeure
event, Internet access, or problems beyond the demarcation point of the Digiexam services;
(b) That results from any actions or inactions of you or any third party;
(c) That results from the equipment, software or other technology of you or any third party (other than third party equipment within our direct control);
(d) That results from any Maintenance.
If availability is impacted by factors other than those used in our Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.

Support

Support regarding technical questions, bug fixes and non-urgent issues is primarily handled through the Digiexam online support which is integrated in the Digiexam platform to enable you to get fast and structured feedback. The online support is free and included for all Customers. The online support does not include questions regarding training, workshops or demos.

You may also call us in case of emergency situations. With emergency situation we mean issues that the administrator-/s or the account manager at the school cannot handle themselves during an examination process despite the information and instructions in manuals, videos or guides.

All support is handled during normal office hours* if nothing else has been decided in the Main Agreement or if support outside of normal office hours has been ordered as a separate service.

Response time:

0-3 hours (during normal office hours) for support errands with urgent priority
0-8 hours (during normal office hours) for support errands with high priority
Within 24 hours (during normal office hours) for support errands with normal priority
Within 48 hours (during normal office hours) for support errands with low priority

*Normal office hours are Monday-Friday 8am - 5pm CET (GMT +1) / CEST (GMT +2), except Swedish public holidays.

E-mail: support@digiexam.com

Priority framework

Description of incident types and how they are prioritized and assigned:

Urgent priority

Description

This is an emergency condition that restricts the use of the service so that mission critical business functions cannot be used as intended or are unavailable for multiple people.

Only support errands of critical severity level according to the “Overall Risk Severity” table in OWASP Risk Rating Methodology will be given an urgent priority.

Response time

Within 0-3 hours of receiving notification with a follow-up phone call, voice mail and/or e-mail.

Resolution time

The resolution target time is 8 hours for urgent incidents and the incident will be handled as urgent until the incident has been resolved or a workaround exists.

Status updates

A status update will be provided within 2 hours of the follow-up. For urgent incidents, status updates will be provided continuously until a resolution or workaround can be found.

Request examples

a)The Digiexam web application freezes immediately upon login, crashes upon login or is unavailable for multiple people. 
b) Data disappears or becomes unusable/corrupted for multiple people.
Example 1: Data is not saved when grading exams. 
Example 2: Data is not saved/submitted when students hand in exams. 
c) Mission critical business functions are unavailable for multiple people. Example 1: Student client crashes on startup after new release. 
Example 2: Teachers can't start exams.

High priority

Description

Digiexam is up and running but in a restricted or limited state due to key features being unavailable with no acceptable workaround or Digiexam can't be used due to unstable availability.

Only support errands of high severity level according to the “Overall Risk Severity” table in OWASP Risk Rating Methodology will be given a high priority.

Response time

Within 0-8 hours of receiving notification with a follow-up through phone call, voice mail and/or e-mail.

Resolution time

The resolution target time is 16 hours for high priority incidents and the incident will be handled as high priority until the incident has been resolved or a workaround exists.

Status updates

For high priority incidents status updates will be provided on a daily basis until a resolution or workaround can be found.

Request Examples

a) Digiexam web application stops working in frequent recurring intervals for multiple people which forces the user to log out and then login again in order to continue working. Example: Digiexam web application freezes after each time an exam is saved while editing it. 
b) Major performance issues for multiple people that make it difficult or impossible to work with Digiexam. 
Example: All views in the Digiexam web application take 5 minutes or more to load when switching between views. Note that if a single view loads slowly it is a minor performance issue which can be found under low priority. 
c) Digiexam can be used, but in a limited state due to key features being unavailable for multiple people. 
Example: The monitoring view doesn't present any data in the Digiexam web application.

Normal priority

Description

Digiexam is up and running but in a restricted or limited state due to key features being unavailable but with an acceptable workaround.

Only support errands of medium severity level according to the “Overall Risk Severity” table in OWASP Risk Rating Methodology will be given a normal priority.

Response time

Within 24 hours.

Resolution time

The resolution target time is 40 hours (5 business days) for normal priority incidents. An incident is considered resolved when an acceptable workaround has been reached; full resolution to the problem will be implemented earliest in the next planned release.

Status updates

For normal priority incidents, status updates will be provided upon incident resolution.

Request examples

a) Error messages that have acceptable workarounds. 
Example: The student search produces an error message when trying to find and enable spell check for a specific student. As an acceptable workaround, the teacher can use the accessibility settings during the exam to give a specific student the ability to use spell check. 
b) Digiexam key features don't work as intended but have an acceptable workaround. Example: The monitoring view is only updated on student exam start and hand in, but not continuously during the exam.

Low priority

Description

Minor issues that don't affect any key features, secondary features are unavailable but can easily be worked around or avoided. Feedback, feature requests or general questions that can be answered by FAQ or through documentation. These issues or questions don't impact the customer's use of Digiexam to the extent that issues with higher priority do.

Only support errands of low severity level according to the “Overall Risk Severity” table in OWASP Risk Rating Methodology will be given a low priority.

Response time

Within 48 hours

Resolution time

The resolution target time is 80 hours (10 business days) for low priority incidents. An incident is considered resolved when an acceptable workaround has been reached; full resolution to the problem will be implemented earliest in the next planned release.

Status updates

For low priority incidents status updates will be provided upon incident resolution.

Request examples

a) DigiExam secondary features don't work as intended but have an acceptable workaround. Example: Spreadsheet export feature is unavailable, as a workaround the teacher can copy/paste student results manually from the grades view. 
b) Minor performance issues. 
Example 1: Exam hand ins take longer than usual as a student. 
Example 2: Monitoring view takes longer than usual to load in student data. 
c) General questions on how to use DigiExam. 
Example 1: Information regarding where the spell check feature can be found and how it's used. Example 2: Information regarding how to create, start, and end an exam. 
c) Clarification of documentation or user guides. 
Example: Information regarding how to do an LTI integration for a specific LMS.