Diligent Corporation (“Diligent”)

Legal Documents

Acceptable Use Policy (“AUP”)

The following constitute violations of Diligent’s AUP and may result in termination of all services.

Using Diligent’s services for illegal purposes or in support of illegal activities.

Diligent reserves the right to cooperate with legal authorities and/or injured third parties in the investigation of any suspected crime or civil wrong. Activities that are prohibited as potentially illegal include, but are not limited to:

• Unauthorized copying of copyrighted material including, but not limited to, digitization and distribution of photographs from magazines, books, or other copyrighted sources, and copyrighted software.
• Exporting software or technical information in violation of U.S. export-control laws.
• Posting or emailing of scams such as “make-money-fast” schemes or “pyramid/chain” letters.
• Threatening bodily harm or property damage to individuals or groups.
• Use of Diligent’s Services to create fraudulent offers of products, items, or services.
• Attempting to access the accounts of others or attempting to penetrate security measures of Diligent’s or other entities’ systems (“hacking”), whether or not the intrusion results in corruption or loss of data.
• The unauthorized use of a person’s name or likeness.

Accounts, Passwords and Identity

Revealing your account password to others or allowing use of your account by others is prohibited. There may be no simultaneous use of the same username and password combination without prior consent of Diligent.

Network/Data Disturbance

Users are prohibited from distributing viruses to or from Diligent’s network.

Content Restrictions

Diligent has no practical ability to restrict all conduct, communications, or content which might violate this Policy prior to transmission on Diligent’ systems, nor can Diligent ensure prompt removal of any such communications or content after transmission or posting. Accordingly, Diligent does not assume liability to staff members, users or others for any failure to enforce the terms of this Policy.

Service Level Agreement (“SLA”)

This SLA by and between Customer and Diligent describes the required availability and other matters relating to the Services.

SERVICE AVAILABILITY GOAL

Diligent’s goal is to maintain service availability 99.7%.

COMPONENTS INCLUDED

All components of the Diligent IP Network (e.g., Routers, Servers, Circuits, loops) and Diligent-hosted applications are included in the determination of Service Availability.

SERVICE AVAILABILITY MEASUREMENT AND REMEDIES

Service Downtime is measured based on the total outage time incurred by Customer. Service Downtime will exist when a particular Customer site (the “Affected Service”) is unable to be accessed from the Global Internet, and Diligent records such failure in the trouble ticket system.

Service Downtime is measured from the time the trouble ticket is opened to the time the Affected Service is again able to be accessed from the Global Internet. Upon Customer’s written request to Diligent’s Technical Support Department made within five (5) business days of the last day of the month in which the Network Downtime occurred, Diligent will provide a service credit equal to the pro-rated charges for one day of Services for the Affected Service for each cumulative hour of Network Downtime.

SERVICE CREDIT EXCEPTIONS

Service credits will not be available to Customer in cases in which the Service is unavailable as a result of (i) the acts or omissions of Customer, its employees, contractors or agents or its end users; (ii) the failure or malfunction of equipment, applications or systems not owned or controlled by Diligent, (iii) circumstances or causes beyond the control of Diligent, including instances of Force Majeure, or (iv) scheduled service, maintenance, alteration, or implementation.

MAINTENANCE WINDOW DEFINITION

Maintenance performed by Diligent will be classified as one of the following two (2) types:

NORMAL MAINTENANCE

Normal Maintenance will refer to: (i) changes to hardware or software; or (ii) changes to increase capacity. Normal Maintenance, while being conducted, may degrade the quality of the Services provided which may include an outage of the Services; provided, however, that an outage related to Normal Maintenance will not be deemed to be Network Downtime.

Normal Maintenance will be undertaken on the BoardDocs application infrastructure during the following times:

Wednesday 12:00 AM – 6:00 AM Eastern Time;
Friday 10:00 PM – 2:00 AM Eastern Time; and
Saturday 10:00 PM – 2:00 AM Eastern Time.

URGENT MAINTENANCE

Urgent Maintenance will refer to efforts by Diligent to correct hosted hardware conditions which are likely to cause a material Service outage and which require immediate correction. Urgent Maintenance, while being conducted, may degrade the quality of the Services provided which may include an outage of the Services. An outage related to Urgent Maintenance will be deemed an outage for purposes of calculating Service Downtime and Service Availability. Diligent may undertake Urgent Maintenance at any time Diligent deems necessary.

MAXIMUM CREDITS AND TERMINATION OPTION

In the event that Customer is entitled to multiple credits under this SLA arising from the same event, such credits will not be cumulative and Customer will be entitled to receive only the maximum single credit available for such event. Under no circumstances will Diligent be required to credit Customer in any one calendar month charges in excess of seven (7) days of service. A credit will be applied only to the month in which the event giving rise to the credit occurred. Notwithstanding the foregoing, in the event that, in any single calendar month, either (A) Customer would be eligible to receive credits totaling fifteen (15) or more days (but for the limitation set forth in this section) resulting from three (3) or more events during such calendar month, (B) any single event entitling Customer to credits under the section entitled “Service Availability Goal” above exists for a period of eight (8) consecutive hours, or (C) any number of events entitling Customer to credits under “Service Availability Goal” above exists for an aggregate of forty-eight (48) hours, then, Customer may terminate this agreement for cause and without penalty by written notice to Diligent within five (5) business days following the end of such calendar month. Such termination will be effective forty-five (45) days after receipt of written notice by Diligent. The provisions of this Service Level Agreement state Customer’s sole and exclusive remedy for service interruptions or service deficiencies of any kind whatsoever.

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